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Dave & Buster's, Inc.
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Filed by Dave & Buster's, Inc. pursuant to Rule 14a-12 under the Securities
Exchange Act of 1934 Subject Company: Dave & Buster's, Inc. Commission File No.:
0-943823
Set forth below is the text of a press release disseminated on April 10, 2003:
(DAVE AND BUSTER'S LOGO)
NEWS RELEASE
FOR IMMEDIATE RELEASE
For more information please contact:
Investor Relations 214.904.2288
DAVE & BUSTER'S ANNOUNCES OFFICER AND DIRECTOR CHANGES IN LETTER TO SHAREHOLDERS
Peter Edison Named Independent Chairman
[X]
Buster Corley To Serve as CEO
[X]
Dave Corriveau To Serve as President
[X]
Majority of the Board To Be Independent
DALLAS, April 10, 2003 - Dave Corriveau and Buster Corley, co-founders of Dave &
Buster's Inc. (NYSE:DAB), today sent the following letter to shareholders:
Dear Fellow Dave & Buster's Shareholders:
Twenty years ago, our dream was to invent a new concept that would combine
serious food and outrageous fun in a large, friendly and safe environment. We
wanted to put together a great team of people to power a profitable concept with
a broad range of customer appeal and build it into a strong national brand. We
also wanted to build a great company that would stand the test of time.
These goals still stand. But a few things have changed. The economy is tougher.
America is at war. Public companies are now subject to more stringent governance
rules in light of high profile situations where lax board oversight of major
corporations let shareholders down.
We are committed to adapt - both individually and as a company - in order to
reshape Dave & Buster's, Inc. so it can thrive. As you are aware, our Board of
Directors is making a number of governance changes, in part to comply with new
Securities and Exchange Commission and New York Stock Exchange regulations. We
want to go beyond these requirements with the goal of ranking among the best in
class. We are serious about being a leader in the area of corporate governance.
After months of consideration, we unveiled the first phase of our work a few
weeks ago when we
announced the creation of a Nominating and Corporate Governance Board Committee
and a lead director.
Now we are ready to discuss phase two of our governance initiatives. And as
before, we wanted to communicate these important changes directly to you.
o Separation of Chairman and CEO roles and appointment of outside
Independent Chairman. Peter Edison has been named Chairman of the Board
of Directors, effective immediately. He has been a member of Dave &
Buster's Board of Directors since 1995 and was recently named Chairman
of the Board's newly formed Nominating and Corporate Governance
Committee.
o Separation of titles for Dave Corriveau and Buster Corley. Buster
Corley has been named Chief Executive Officer and Dave Corriveau has
been named President. Previously we held co-chief executive titles.
Buster Corley will continue to hold the chief operating officer title.
Some people may be surprised that we would agree to step down as co-chairmen in
the name of good governance. After all, this is the company that bears our
names. We feel it is much more a beginning than an end, however, because it is
emblematic of our desire to step boldly into the future, overseen by an
outstanding, empowered, independent Board of Directors. We remain fully
committed to managing the business.
There are a few other notable changes:
o Majority of independent directors will make up Board. The
Board is in the process of identifying new independent
directors with significant corporate finance backgrounds to
join the Board, bringing the number of independent Board
members to a majority representation. Having new independent
directors will also ensure that three key Board committees -
Audit, Compensation, and Nominating and Corporate Governance -
will be constituted entirely of independent outsiders. We will
be reporting to you on these new individuals soon.
o Key Board committees now have individual charters that will be
publicly available. Our Audit, Compensation, and Nominating
and Corporate Governance Committees now have separate detailed
charters that insure greater independence. These will be made
public shortly on our website and will be published in our
upcoming proxy statement.
o Director Walter Henrion will retire as of the annual meeting.
Mr. Henrion, who has served as a director since 1995, will not
run for election again this year.
These changes, combined with our earlier governance initiatives, will
demonstrate our seriousness about reinventing ourselves as a leader on the
corporate governance front. Good governance is the right foundation; but it
builds an empty house if it doesn't result
in improved results and a higher stock price. We know there is a significant
amount of work to be done as we adapt to a strategy of slower but more
profitable growth. To accomplish this, we are moving forward with our plan to
optimize the performance of each one of our stores to ensure we provide our
guests with an experience of the highest quality at the greatest efficiency.
This operational efficiency plan began in mid-year 2001, and will continue into
2004. We recently took four important steps that have made a real difference in
this regard:
o Late last year, we took a reduction in force at the store
level, reducing both hourly and management staff, thereby
reducing store labor costs by a projected $3.3 million
annually.
o During the same time, we took a reduction in force at the
corporate level that we believe will save us an additional
$1.8 million on an annualized basis.
o We are undertaking a thorough examination of all our
operations to identify efficiencies and cost savings. As part
of this, we engaged PriceWaterhouseCoopers to review our
purchasing functions. We expect that as we implement the
recommendations of this study, we can achieve a $2 to $3
million annualized cost savings by increased efficiency,
leveraging our purchasing power, and removing any duplication
in this effort.
o We have revisited our labor scheduling methods at the store
level and have made improvements, which we believe will make
this a more efficient process. We expect to achieve savings in
the $3 to $4 million range on an annualized basis by reducing
overtime and more efficiently staffing the stores.
We expect these four actions alone to result in $10 to $11 million of annualized
savings on our expense side, and we believe they are making us a more efficient
company. And, while these steps were born out of the challenges of the current
economy, we view them as systemic enhancements that will have long-term effects
to strengthen Dave & Buster's, allowing us to provide the same unique experience
to our guests both more efficiently and effectively.
While we have aggressively pursued opportunities to make Dave & Buster's more
efficient, we have not lost sight of what draws our guests back to our stores
again and again: our unique ability to provide great food and entertainment in a
one-of-a-kind setting. While we have taken new steps to control costs, we are
also updating our amusement offerings, the heart of our distinctive
entertainment concept. In addition, throughout 2003, we will be introducing a
range of innovative programs intended to increase sales, including new games,
special value promotions, and enhanced marketing efforts. As part of these
efforts, we will be giving additional emphasis to local store public relations
and marketing by targeting our core business -- the local, repeat guests-- while
continuing to attract new patrons to our stores.
Simply put, D&B's current operating plan is to significantly reduce costs and
aggressively reduce debt while maintaining the high quality products and the
high level of guest satisfaction for which our brand is known. We are prudently
reinvesting in our stores, our products and our people to preserve the core
strengths that have sustained the D&B concept now for over 20 years.
We are 100 percent focused on the task at hand. To this end, after discussions
with the Board Compensation Committee, we have both agreed to a 20 percent base
salary cut for fiscal 2003. We will have the ability to make up that amount only
if the Company achieves specific earnings per share targets. In this way an even
greater amount of our compensation is at risk. While we already each own a
significant amount of Dave & Buster's stock, this move further aligns our
interest with you as shareholders.
In closing, we are energized and excited about the opportunities at hand. As
always, our goal is to build and deliver value for our shareholders. We believe
we have the in-the-trenches experience and comprehensive business plan to do so.
Most important, we have the team, the drive and the commitment to keep this
Company on course for many successful decades to come.
Sincerely,
Dave Corriveau Buster Corley
President Chief Executive Officer
ABOUT DAVE & BUSTER'S
Celebrating over 20 years of operations, Dave & Buster's was founded in 1982
and is one of the country's leading upscale, restaurant/entertainment concepts,
with 32 Dave & Buster's locations throughout the United States. Additionally,
Dave & Buster's has international agreements for the Pacific Rim, Canada, the
Middle East and Mexico.
FORWARD-LOOKING STATEMENTS
Certain information contained in this press release includes forward-looking
statements. Forward-looking statements include statements regarding our
expectations, beliefs, intentions, plans, projections, objectives, goals,
strategies, future events or performance and underlying assumptions and other
statements which are other than statements of historical facts. These statements
may be identified, without limitations, by the use of forward looking
terminology such as "may," "will," "anticipates," "expects," "projects,"
"believes," "intends," "should," or comparable terms or the negative thereof.
All forward-looking statements included in this press release are based on
information available to us on the date hereof. Such statements speak only as of
the date hereof. These statements involve risks and uncertainties that could
cause actual results to differ materially from those described in the
statements. These risks and uncertainties include, but are not limited to, the
following: our ability to open new high-volume restaurant/entertainment
complexes; our ability to raise and access sufficient capital in the future;
changes in consumer preferences, general economic conditions or consumer
discretionary spending; the outbreak or continuation of war or other hostilities
involving the United States; potential fluctuation in our quarterly operating
result due to seasonality and other factors; the continued service of key
management personnel; our ability to attract, motivate and retain qualified
personnel; the impact of federal, state or local government regulations relating
to our personnel or the sale of food or alcoholic beverages; the impact of
litigation; the effect of competition in our industry; additional costs
associated with compliance with the Sarbanes-Oxley Act and related regulations
and requirements; and other risk factors described from time to time in our
reports filed with the SEC.
In connection with its annual meeting, Dave & Buster's, Inc. intends to file
with the Securities and Exchange Commission (the "SEC") a proxy statement. A
copy of the proxy statement filed with the SEC and notice of meeting will be
mailed to the shareholders of Dave & Buster's. Investors and shareholders of
Dave & Buster's are urged to read the proxy statement when it becomes available
because it will contain important information. When they become available, the
proxy statement and any other documents filed with the SEC by Dave & Buster's,
may be obtained free of charge at the SEC's web site at www.sec.gov. In
addition, investors and shareholders also may obtain free copies of the proxy
statement and any other documents filed with the SEC by Dave & Buster's by
contacting Dave & Buster's Investor Relations, 2481 Manana Drive, Dallas, Texas
75220, (214) 904-2288, and on the Company's website at
www.daveandbusters.com.
Dave & Buster's and its executive officers, directors and nominees for the board
of directors may be deemed to be participants in the solicitation of proxies
from stockholders of Dave & Buster's in favor of the proposals to be presented
by Dave & Buster's at the annual meeting. Investors and security holders may
obtain additional information regarding the interests of such participants by
reading the proxy statement when it becomes available.
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