SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[x] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
- --------------------------------------------------------------------------------
Dave & Buster's, Inc.
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person (s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on the table below per Exchange Act Rule 14a-6(i)(1) and
0-11 ("Rule 0-11").
(1) Title of each class of securities to which transaction applies
(2) Aggregate number of securities to which transaction applies
(3) Per unit price or other underlying value of transaction
computed pursuant to Rule 0-11
(4) Proposed maximum aggregate value of transaction
(5) Total fee paid
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Filed by Dave & Buster's, Inc. pursuant to Rule 14a-6 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 news release disseminated on May 20, 2003:
FOR IMMEDIATE RELEASE
For more information please contact:
Investor Relations 214.904.2288
DAVE & BUSTER'S URGES SHAREHOLDERS TO VOTE
FOR COMPANY DIRECTORS
Dallas, May 20, 2003 - Dave & Buster's, Inc. (NYSE: DAB) today announced that it
had mailed the following letter to its shareholders, urging them to vote for the
Company's directors at the upcoming annual meeting:
YOUR VOTE IS STRATEGICALLY IMPORTANT
Dear Fellow Dave & Buster's Shareholder:
Since our last letter to you on April 10, we have filed our proxy materials with
the SEC and we are now able to publicly address a very serious situation. Today
we need your consideration, your attention and your vote to prevent a possible
board takeover of Dave & Buster's, Inc.
THE FUTURE OF YOUR COMPANY IS AT STAKE
Today you may choose between two opposing slates of three directors.
The first is our slate of directors, comprised of highly qualified individuals
dedicated to the long-term operational excellence and governance integrity of
the Company:
o Peter Edison, Chairman of the Board
o James "Buster" Corley, CEO & COO
o Patricia Priest, Audit Committee Chair
The second slate is being submitted by Don Netter of Dolphin Limited Partnership
I, L.P., an opportunistic private investment arbitrage fund originally
bankrolled by entities controlled by Mr. Netter's father. Dolphin has acquired
most of its Dave & Buster's stock just within the last nine months.
As you consider your choices between the two slates of directors, please
carefully consider the following information about Mr. Netter, his nominees and
his apparent plan.
o MR. NETTER held high-level executive positions, including TREASURER,
and served as a DIRECTOR of Damon Corp. during the time that the
company was engaged in a massive MEDICARE FRAUD scheme that resulted in
the company paying $119 million to settle the criminal and civil
charges. Netter and the other Damon directors reportedly failed to
disclose to investigators, or to shareholders, evidence of Medicare
billing irregularities they discovered during an internal
investigation. According to reports in The Boston Globe and The Salt
Lake Tribune, federal prosecutors involved in the case described the
fraud as "corporate greed run amok." THIS IS NOT WHAT WE WOULD CONSIDER
HIGH LEVELS OF INTEGRITY.
o MR. NETTER'S ONLY REPORTED EXPERIENCE SERVING AS A PUBLIC COMPANY
DIRECTOR IS WITH COMPANIES THAT ARE CONTROLLED BY HIS FATHER AND OTHER
MEMBERS OF HIS FAMILY. Mr. Weinstein and Mr. Hartline, the other two
nominees on Mr. Netter's slate, have notable backgrounds in the
accounting and legal fields, respectively. HOWEVER, NEITHER OF THESE
OTHER TWO NOMINEES HAS ANY EXPERIENCE SERVING ON A PUBLIC COMPANY
BOARD.
o In addition to seeking three seats on your Company's board this year,
MR. NETTER IS POSITIONING HIMSELF TO TAKE CONTROL OF YOUR COMPANY,
WITHOUT PAYING YOU A DIME FOR THE PRIVILEGE. In a letter to our
Chairman dated April 15, 2003, Mr. Netter wrote: "We want to assure you
that, if our slate is elected, shareholders will be empowered to effect
a change in control of the board in 2004 if necessary." Why would you
allow an arbitrage fund manager to take control over your Company
without paying you an acquisition premium? MR. NETTER DEFINITELY HASN'T
WORKED FOR THE PRIVILEGE; HE DOESN'T HAVE A SUCCESSFUL TRACK RECORD OF
BUILDING SHAREHOLDER VALUE, AND HIS AND DOLPHIN'S INTERESTS IN THE
LONG-TERM PROSPECTS OF THE COMPANY ARE CERTAINLY NOT ALIGNED WITH
YOURS.
o Last year, Dolphin disclosed it owned a 3.5 percent stake in a company
called Liquid Audio (Nasdaq: LQID), which is now in LIQUIDATION
following a takeover battle encouraged by Mr. Netter. At the time,
Liquid Audio had signed a merger agreement with Alliance Entertainment.
Dolphin, through Don Netter, spoke out forcefully against the merger,
instead supporting a takeover by MM Companies. Lawsuits were filed, the
board eventually approved the MM Companies takeover and two new
directors from MM Companies were named to the board. Since that time,
multiple directors, the CEO and the CFO have all resigned from Liquid
Audio, the company has received a notice of DELISTING from Nasdaq, and
the most recent financials of the company attributed nearly $1 million
of its loss to fees "associated with the various litigation matters"
relating to the takeover. IT IS DIFFICULT TO SEE HOW MR. NETTER'S
INVOLVEMENT IN LIQUID AUDIO HAS BROUGHT VALUE TO THAT COMPANY.
o Don Netter has not articulated in his public materials any value he has
ever brought to a public company. MR. NETTER OFFERS LITTLE TO YOU, OUR
SHAREHOLDERS, EXCEPT A DUBIOUS TRACK RECORD, SELF-SERVING AMBITION, A
LOT OF NEGATIVE RHETORIC AND AN INSINUATED INTENT TO TAKE CONTROL OF
YOUR COMPANY.
o In our view, Mr. Netter is using Dave & Buster's as a platform to
elevate his own profile and Dolphin's, at our shareholders' expense. We
believe that you will see through Mr. Netter's rhetoric, and view his
true agenda for what it really is.
At this point in the Company's history, and with the backdrop of the current
economic climate, shareholders will best be served through the careful
implementation of a strategic plan to improve performance and build for future
growth. We have that plan in place. We have the management team and a strong,
focused board of directors who can implement the plan and produce tangible,
measurable results. WE BELIEVE THAT THE ELECTION OF A DISSIDENT SLATE OF
DIRECTORS LED BY MR. NETTER WILL ONLY DIVIDE, DISTRACT AND DISRUPT THE BOARD OF
DAVE & BUSTER'S AT EXACTLY THE TIME WHEN FOCUS AND COMMITMENT TO SHAREHOLDER
VALUE ARE NEEDED MOST.
Our belief that MR. NETTER'S INTENT IS ONLY TO BE DISRUPTIVE AND UNREASONABLE
has been hardened by his CONTINUED REFUSAL to consider practical resolutions
proposed by Dave & Buster's. We offered Mr. Netter potential compromises in an
attempt to save the Company a great deal of time and a significant amount of
money.
BY POSITIVE CONTRAST, in an effort to be receptive to shareholders' concerns,
Dave & Buster's has REACHED AN AGREEMENT WITH ONE OF ITS LARGEST SHAREHOLDERS,
RENAISSANCE CAPITAL GROUP, INC. (Nasdaq: RENN). Renaissance has agreed to VOTE
THEIR 619,700 SHARES FOR OUR DIRECTORS AND ALSO WITHDRAW THEIR SHAREHOLDER
PROPOSAL. For your consideration, we have included this announcement and also
the news of our excellent ratings for corporate governance.
The future direction of your company is dependent upon you VOTING FOR DAVE &
BUSTER'S SLATE OF DIRECTORS ON THE WHITE PROXY CARD. Now is the time to support
the momentum we are building to increase the value of Dave & Buster's by more
efficient management driven by our strong and independent Board of Directors.
Thank you for your time and your support.
Sincerely,
<Table>
Peter Edison James "Buster" Corley David "Dave" Corriveau
Chairman of the Board CEO and COO President
Dave & Buster's, Inc. Dave & Buster's, Inc. Dave & Buster's, Inc.
</Table>
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.
# # #
DOLPHIN LIMITED PARTNERSHIP I, L.P.
NINETY-SIX CUMMINGS POINT ROAD
STAMFORD, CT 06902
April 15, 2003
Fax E-Mail
(203) 348-3715 partners@dol-fin.com
VIA FACSIMILE AND REGULAR MAIL
Mr. Peter Edison
Chairman of the Board
Dave & Buster's, Inc.
c/o Bakers Footwear Group
2815 Scott Avenue
St. Louis, MO 63103
Dear Peter:
Today I'm in receipt of your letter dated April 14, 2003 reiterating
your request to interview our board candidates.
Our discussions about your interviewing our director nominees started
Friday evening, April 11, 2003 and continued through Monday, April 14, 2003 and
were in the context of you offering our slate one seat on an expanded DAB board
of nine.
Unfortunately, you fail to appreciate what we are trying to accomplish
here for the benefit of all shareholders. We are not simply proposing qualified
candidates for cherry picking by the board. Given the history here, we have
little confidence that any isolated candidate selected by the board, regardless
of qualification, will be able to effect the necessary reforms that we and other
shareholders with whom we have spoken believe are urgently needed in the Dave &
Buster's board room.
Our program is straightforward and direct. We are proposing, and hope
to elect, a slate of highly qualified directors, with complementary skills,
background and expertise, who are collectively committed to the platform of
business, transactional and governance reforms that we outlined in our March 3,
2003 letter to the board. We also want to assure that, if our slate is elected,
shareholders will be empowered to effect a change in control of the board in
2004 if necessary. This means no gerrymandering of the board classes to
perpetuate the control of the incumbent board.
I am happy to discuss with you procedures and information that you may
reasonably require to learn about our entire slate, with a view towards its
election to the company's board and the implementation of our program.
In our discussions, we have requested information from you concerning
your intentions regarding board composition. Specifically, I requested an
understanding of--
o who your new directors would be and their backgrounds;
o which directors would comprise each class; and
o which directors would be on the committees.
I have received no indication from you that you will be honoring our request to
furnish this information.
Dolphin is the largest single shareholder of the company, and our
director slate seeks to pursue value and accountability for all the
shareholders. If you only seek to cherry pick directors and create a governance
structure that does not promote real change and accountability, then it does not
appear productive to pursue your overtures. If, on the other hand, the board is
interested in pursuing true governance reforms with the participation of our
independent director slate, we will be pleased to introduce all of our nominees
to you and provide whatever additional demonstration you may reasonably require
of their quality and integrity. Please advise me of how you would like to
proceed.
Sincerely,
/s/ DONALD T. NETTER
Donald T. Netter
Senior Managing Director
DTN:lb
cc: Edward E. Hartline
Edward A. Weinstein
April 18, 2003
Via Facsimile (203) 348-3715
Mr. Donald T. Netter
Dolphin Limited Partnership I, L.P.
Ninety-Six Cummings Point Road
Stamford, Connecticut 06902
RE: DAVE & BUSTER'S, INC. (THE "COMPANY")
Dear Don:
I have received your letter of April 15, 2003, regarding my requests on behalf
of the Company's Nominating and Governance Committee to interview Dolphin's
nominees as possible candidates for the Company's Board of Directors. I do not
believe that the way in which you have summarized and characterized our
discussions is complete or accurate. In any case, I am disappointed that we were
unable to reach an accommodation with you that would have allowed the Committee
an opportunity to interview and consider Dolphin's proposed nominees as part of
its regular process and within the necessary time frame.
Late yesterday afternoon, the Company announced the appointment of Ms. Patricia
Priest, Mr. Walter J. Humann and Mr. David B. Pittaway as directors of the
Company. Ms. Priest and Mr. Humann replace Mr. Walt Henrion and Mr. Bruce
Hallett, each of whom has elected to retire from the Board.
As quoted in the Company's press release, I am very pleased that individuals
with such strong backgrounds and broad management experience have agreed to join
our Board. Moreover, I believe that the appointment of the new independent
directors is reflective of the Company's determination to implement a governance
structure that will ensure that the Board and management continue to be focused
on serving the best interests of all or the Company's shareholders.
Very truly yours,
/s/ Peter Edison
Peter Edison
Chairman, Nominating and Governance
Committee