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Dave & Buster's, Inc.
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(Name of Registrant as Specified In Its Charter)
Dolphin Limited Partnership I, L.P.
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Contact:
Innisfree M&A Incorporated, New York
Arthur B. Crozier
Alan M. Miller
212/750-5833
Dolphin Designates Nominees for DAB Annual Shareholders Meeting
STAMFORD, Conn.--April 14, 2003--Dolphin Limited Partnership I, L.P., now the
holder of 9.5% of the outstanding shares of Dave & Buster's, Inc. (NYSE: DAB -
News) and its single largest shareholder, announced that it has submitted to the
Company the names of its nominees for election to the Company's board of
directors at the 2003 annual meeting. The nominations were submitted in
compliance with the requirements of the Company's bylaws. The Company has
scheduled this year's annual meeting for June 10, 2003, at which three out of
eight directors are up for election.
Dolphin's nominees are:
o Edward A. Weinstein, 67, Retired Senior Partner, Deloitte & Touche,
LLP, New York, Merger, Acquisitions and Restructuring unit.
o Donald T. Netter, 41, Senior Managing Director, Dolphin Limited
Partnerships.
o Edward E. Hartline, 56, Managing Partner of the Texas-based law firm
of Brown McCarroll, LLP.
More detailed information on the background and qualifications of Dolphin's
nominees are attached to this release.
A spokesperson for Dolphin commented, "We believe that, as promised, our
nominees possess the range of background and depth of expertise needed to
address the business, governance and transactional issues that have plagued Dave
& Buster's and that are reflected in its share price. Mr. Weinstein brings to
our slate a wealth of experience in public company financial and accounting
matters, including mergers and acquisitions. His credentials and experience
certainly qualify him as a "financial expert", for purposes of the recent
corporate governance reforms. Mr. Netter, representing the Company's largest
shareholder, has spent a career promoting investor value. Mr. Hartline is a
leading corporate attorney in the region where the Company is headquartered, has
restaurant company board experience and brings to our slate the legal expertise
for implementing needed governance reforms. Together these nominees are
dedicated to promoting Dolphin's platform of maximizing shareholder value and
bringing independence to the board and its committees."
The Dolphin spokesperson continued: "We believe that our nominees will be an
engine for change in Dave & Buster's boardroom, even though they will constitute
a minority of
the board. In light of the Company's recent announcements on governance, we
reiterate our demand that the Company's board not take action to dilute the
voice of our nominees by expanding the board at this time without shareholder
action."
The following is a list of the names and stockholdings, if any, of persons who
may be deemed to be "participants" in Dolphin's solicitation with respect to the
shares of the Company: Dolphin beneficially owns 1,262,800 shares of the
Company's outstanding common stock. Donald Netter is Senior Managing Director of
Dolphin and a nominee for director but does not individually own any common
stock of the Company. Messrs. Weinstein and Hartline are also nominees for
director, but do not own any common stock of the Company.
Dolphin intends to disseminate a proxy statement with respect to its
solicitation in support of its nomination of directors at the Company's 2003
annual meeting. Shareholders should read this proxy statement if and when it
becomes available because it will contain important information. Shareholders
will be able to obtain copies of the proxy statement, related materials and
other documents filed with the Securities and Exchange Commission's web site at
http://www.sec.gov without charge when these documents become available.
Shareholders will also be able to obtain copies of that proxy statement and
related materials without charge, when available, from Innisfree M&A
Incorporated by oral or written request to: 501 Madison Avenue, New York, New
York 10022, telephone: 888-750-5833.
* * * * *
Information Concerning Dolphin's Nominees
Edward A. Weinstein
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Mr. Weinstein, age 67, is a retired Partner of Deloitte & Touche LLP where he
was, among other duties, head of the New York merger and acquisitions and
restructuring unit. Prior to his retirement from Deloitte & Touche LLP in 1998,
he served as an audit partner and auditor for 40 years. He has extensive
experience with publicly traded retail specialty, discount, supermarket and
department store chains. His practice also included publicly traded clients in
manufacturing, financial services, telecommunications, computer services and
real estate. Mr. Weinstein has managed, planned and directed tax, accounting,
consulting, actuarial and valuation support for mergers, acquisitions, business
divestitures and the offering of public securities. He has also consulted on
financial and tax restructurings, provided accounting and financial consulting
services in commercial litigation and arbitration and served as an arbitrator in
commercial accounting disputes. Also, since 1998 he has been an independent
consultant and advisor to industry, not for profit organizations and government
and an arbitrator to the securities industry.
Mr. Weinstein has been an adjunct professor of accounting and auditing at New
York University and has lectured on accounting and auditing at the Columbia
University Graduate School of Business. He has also written extensively on
accounting and auditing
and spoken on these matters in the United States, Japan, the United Kingdom, and
Israel. Mr. Weinstein is a member of the American Institute of Certified Public
Accountants and a former President of the New York State Society of Certified
Public Accountants.
Donald T. Netter
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Donald T. Netter, age 41, for more than five years has been Chairman, Chief
Executive Officer, President and Senior Managing Director of Dolphin Holdings
Corporation. Dolphin Holdings is engaged in managing partnerships that directly
and indirectly invest in publicly traded corporate securities, including both
active investments and investment arbitrage. Dolphin Holdings is the managing
member of the general partner of Dolphin Limited Partnership I, L.P. From
December 1989 through 1993, Mr. Netter was co-general partner of RLR Partners
L.P., the general partner of Ballantrae Partners, L.P., a New York based private
investment partnership that was engaged in acquiring significant stakes in
public companies, merger arbitrage and leveraged acquisitions. Following
Ballantrae's leveraged acquisition of Damon Corporation in 1989 and through its
sale in 1993, Mr. Netter was a director and held officerships of Damon, a
significant participant in the clinical laboratory testing business.
Mr. Netter currently serves on the board of The Aristotle Corporation, a
publicly traded company that through its subsidiaries is a leading manufacturer
and global distributor of educational, health and agricultural products. From
1993 to 1999, Mr. Netter was a director and officer of Independence Holding
Company, a publicly traded company engaged through its subsidiaries in life and
health insurance. Mr. Netter is also an officer of Geneve Corporation, a
family-held private investment concern, and a member of the Executive Council of
The Rockefeller University, New York, New York.
Edward E. Hartline
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Mr. Hartline, age 56, was a founder of and since 1991 has been a Managing
Partner of the law firm of Brown McCarroll, L.L.P. with offices in Houston,
Austin, Dallas and Longview, Texas. Mr. Hartline's practice specializes in tax,
corporate, and merger and acquisition law. He is a member of the board of
directors of Cordua Restaurants and 1776, Inc. Cordua is a Texas based private
company which operates Latin American and South American fare restaurants and
catering services with a variety of themes and price points. 1776, Inc. is a
Texas based private company which operates family eating establishments offering
breakfast, lunch and dinner and catering services.
Since 2001, Mr. Hartline has been the chairman of the board of the Houston Law
Review and has been a board member for the past 20 years. He also serves as a
judge for the Police Civil Service Commission of the City of Houston.