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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 17, 2003:
NEWS RELEASE
FOR IMMEDIATE RELEASE
For more information please contact:
Investor Relations 214.904.2288
DAVE & BUSTER'S NAMES THREE NEW INDEPENDENT DIRECTORS
TO BOARD OF DIRECTORS AS TWO DIRECTORS RETIRE
Independent Directors Now Comprise Super-Majority of Nine Member Board
DALLAS, April 17, 2003 - Dave & Buster's (NYSE:DAB) today announced it has named
three new independent directors to its Board of Directors, bringing the number
of independent directors to six and causing the group of independent directors
to make up a super-majority of the Company's Board. Two of the new independent
directors replace Board members who have recently retired. The Board will now
consist of nine members, which allows three key Board committees - Audit,
Compensation, and Nominating and Corporate Governance - to be constituted
entirely of independent directors.
The new independent directors are:
o PATRICIA P. PRIEST, age 51, a Managing Director, member of the Board of
Directors, and Chief Financial Officer of The Beck Group, an $800
million Dallas-based real estate services company, has been named to
the Board, effective immediately. Ms. Priest replaces Walter Henrion,
who has advanced his previously-announced retirement from the Board.
Ms. Priest will stand for re-election to the Board for a three-year
term at this year's annual meeting. Ms. Priest serves on the University
of Texas McCombs School of Business Advisory Board, and is a past
President of Intershop Real Estate Services, a Swiss-based real estate
investment firm. She also served as Chief Financial Officer of Rosewood
Property Company, and as Chief Investment Officer of Patriot American
Hospitality / Wyndham International.
Ms. Priest has been named Chairperson of the Audit Committee of the
Board of Directors.
o WALTER J. HUMANN, age 65, President and Chief Executive Officer of WJH
Corporation, a Dallas-based real estate partnership, has been appointed
to the
Board, effective immediately. Mr. Humann replaces Bruce Hallett, who
has retired from the Board. Mr. Humann will join the class of directors
whose terms expire in 2004. Prior to founding WJH Corporation, Mr.
Humann served as Executive Vice President and Chairman of the Executive
Committee of Hunt Consolidated, Inc. and served as President of
numerous Hunt Consolidated subsidiaries or affiliates. He has been an
independent director of several public companies, including
Memorex-Telex Corporation, RAND Corporation, and Nichols Homeshield.
Mr. Humann has been named a member of both the Nominating and Corporate
Governance Committee and the Compensation Committee of the Board of
Directors.
o DAVID B. PITTAWAY, age 51, Senior Managing Director of Castle Harlan,
Inc., a leading private equity investment firm specializing in mergers
and acquisitions, has been appointed to the Board, effective
immediately. Mr. Pittaway will join the class of directors whose terms
expire in 2005. Prior to joining Castle Harlan, Mr. Pittaway was Vice
President, Strategic Planning, and Assistant to the President of
Donaldson, Lufkin & Jenrette, Inc., served as a management consultant
with Bain & Company and practiced law. He brings over 30 years of
management and financial expertise to the Board.
Mr. Pittaway has been named Chairperson of the Compensation Committee
of the Board of Directors, and will also serve on the Audit Committee.
Both Ms. Priest and Mr. Pittaway qualify as "financial experts" as specified
under the language of the Sarbanes-Oxley Act.
"We are delighted to have such outstanding individuals with strong backgrounds
and broad management experience join our Board," said Peter Edison, Chairman of
Dave & Buster's. "Our new directors bring substantial expertise in public
company governance, finance and investment banking to their roles, making a
strong Board even stronger. We believe they will be a great addition to Dave &
Buster's as we continue to adapt to a difficult economy and a strategy of slower
but more profitable growth.
"These and the other governance initiatives that we have announced over the past
several weeks demonstrate our determination to ensure that Dave & Buster's Board
and management continue to be focused squarely on serving the best interests of
all of the Company's shareholders. These steps reflect our commitment to leading
our industry by implementing actions consistent with the highest standards
corporate governance.
"Finally, on behalf of the Board, I would like to thank both Walt Henrion for
his eight years of service as a director and Bruce Hallett for his five years of
service. Walt played an instrumental role in both our IPO in 1995 and our most
significant national expansion plans. Walt brought a great depth of industry
expertise and seasoned experience to our Board. Likewise, Bruce Hallett served
with distinction, providing the Board with the benefit of his insight as an
attorney specializing in securities law. We are grateful to him for his wise
counsel. We thank both for their many contributions and leadership."
ADDITIONAL BIOGRAPHICAL INFORMATION
Ms. Priest currently serves as a Managing Director, Member of the Board of
Directors, and Chief Financial Officer of The Beck Group, an $800 million
Dallas-based real estate services company that provides real estate development,
architectural and construction services. In 2002, The Beck Group was ranked 17th
in Fortune's Best 100 Companies to Work For in America survey.
Prior to joining The Beck Group in 1999, Ms. Priest was President of Intershop
Real Estate Services, a Swiss-based real estate investment firm. She has also
served as Chief Financial Officer of Rosewood Property Company and as Chief
Investment Officer of Patriot American Hospitality/Wyndham International. A
former Certified Public Accountant, she began her career with KPMG Peat Marwick
in Dallas. She holds a B.A. from the University of North Texas and an M.S. from
the University of Texas at Dallas.
In addition to her service on the University of Texas McCombs School of Business
Advisory Board, Ms. Priest is a member of the Greater Dallas Chamber of
Commerce, the Urban Land Institute, and the Real Estate Council.
Mr. Humann is President and Chief Executive Officer of WJH Corporation, a
Dallas-based real estate partnership he founded in 1991. Prior to this he was
Executive Vice President and Chairman of the Executive Committee of Hunt
Consolidated, Inc. and served as President of numerous Hunt Consolidated
subsidiaries or affiliates. Prior to joining Hunt Consolidated, Mr. Humann was
Group Vice President of LTV Corporation and subsidiaries, with overall
responsibility for managing 14 of LTV's commercial operations.
Mr. Humann has held numerous business directorships. From 1993 through 1996, Mr.
Humann was a Director of Memorex-Telex Corporation, ultimately becoming Vice
Chairman and, later, Chairman of the Board of Directors of the international
computer technology firm. From 1979-2000, he was a Trustee and past member of
the Executive Committee of the RAND Corporation, where he served as Chair of the
Audit Committee. From 1986 through 1992, Mr. Humann served on the Board of
Directors of publicly-traded aluminum reprocessor Nichols Homeshield, where he
was a member of the Audit Committee. From 1991-1993, he served on the Board of
Directors of The Thesis Group, a publicly-traded software concern.
Mr. Humann presently serves as Chairman of the Regional Transportation Task
Force, a group of business and community leaders spearheading transportation
development in the Dallas/Ft. Worth region. He is also a Director of the Dallas
Citizens Council and the Fort Worth Chamber of Commerce. A former White House
Fellow who served for one year as an assistant to a Cabinet level official,
Mr. Humann holds a B.S. from the Massachusetts Institute of Technology, an
M.B.A. from Harvard University and a J.D. and L.L.B. from Southern Methodist
University.
Mr. Pittaway joined Castle Harlan, a leading private equity investment firm
specializing in mergers and acquisitions, in 1987. Since its inception, Castle
Harlan has completed
acquisitions exceeding $5 billion. It is currently raising its fourth investment
fund, targeted at $1.25 billion.
Prior to joining Castle Harlan, Mr. Pittaway was Vice President, Strategic
Planning, and Assistant to the President of Donaldson, Lufkin & Jenrette, Inc.
Before joining DLJ, he was a management consultant in strategic planning with
Bain & Company and previously was an attorney with Morgan, Lewis & Bockius. He
is a Board member of Morton's Restaurant Group, Inc., American Achievement
Corporation, McCormick & Schmick Management Group, Charlie Brown's, Inc.,
Luther's Bar-B-Q, Inc., Wilshire Restaurant Group, Inc., Equipment Support
Services, Inc. and Branford Chain, Inc. He is a graduate of the University of
Kansas (B.A with Highest Distinction), and has both an MB.A. with High
Distinction (Baker Scholar) and a Juris Doctor degree from Harvard University.
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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