SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): July 15, 2002
DAVE & BUSTER'S, INC.
(Exact name of registrant as specified in its charter)
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MISSOURI 0000943823 43-1532756
(State of (Commission File (IRS Employer
incorporation) Number) Identification Number)
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2481 MANANA DRIVE
DALLAS TX 75220
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (214) 357-9588
ITEM 5. OTHER EVENTS.
On July 15, 2002, Dave & Buster's, Inc. (the "Company") announced that
it had entered into an amendment of its definitive merger agreement (the "Merger
Agreement") with D&B Holdings I, Inc. ("Holdings") and D&B Acquisition, Sub,
Inc., a wholly-owned subsidiary of Holdings ("Acquisition"). Such agreement
provides for the merger of the Company and Acquisition (the "Merger"), whereby
the Company will become a wholly-owned subsidiary of Holdings. Holdings has been
formed by a group consisting of the founders and certain members of senior
executive management of the Company together with Investcorp, a global
investment group, and international investors organized by Investcorp. Pursuant
to the Merger Agreement, as amended, each of the outstanding shares of common
stock of the Company will, by virtue of the Merger, be converted into the right
to receive $13.50 per share in cash, an increase from the $12.00 per share
consideration originally set forth in the Merger Agreement. Consummation of the
Merger is conditioned upon the approval of the Company's stockholders, the
securing of financing by Acquisition, certain regulatory approvals and other
customary conditions.
The Company had previously announced, on July 10, 2002, that the tender
offer contemplated by the Merger Agreement had expired at the close of business
on July 9, 2002, without sufficient shares being tendered to complete the
transaction. Approximately 6.2 million shares of common stock of the Company
(approximately 45.8% of the outstanding shares of common stock) had been
tendered but were not accepted for payment.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following are filed as Exhibits to this Report.
2.1 First Amendment to Agreement and Plan of Merger by and among
Dave & Buster's Inc., D&B Holdings I, Inc. and D&B
Acquisition, Sub, Inc., dated as of July 12, 2002.
99.1 First Amendment to Support and Exchange Agreement date as of
July 12, 2002, by and among D&B Holdings I, Inc., D&B
Acquisition, Sub, Inc. and the stockholders named therein.
99.2 Dave & Buster's, Inc. Press Release dated July 15, 2002,
announcing the amendment of the merger agreement.
99.3 Dave & Buster's, Inc. Press Release dated July 10,2002,
announcing the expiration of the tender offer.
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DAVE & BUSTER'S, INC.
Date: July 16, 2002 By: /s/ W. C. Hammett, Jr.
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W.C. Hammett, Jr.,
Chief Financial Officer
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
2.1 First Amendment to Agreement and Plan of Merger by and among
Dave & Buster's Inc., D&B Holdings I, Inc. and D&B
Acquisition, Sub, Inc., dated as of July 12, 2002.
99.1 First Amendment to Support and Exchange Agreement date as of
July 12, 2002, by and among D&B Holdings I, Inc., D&B
Acquisition, Sub, Inc. and the stockholders named therein.
99.2 Dave & Buster's, Inc. Press Release dated July 15, 2002,
announcing the amendment of the merger agreement.
99.3 Dave & Buster's, Inc. Press Release dated July 10,2002,
announcing the expiration of the tender offer.
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