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Dave & Buster's, Inc.
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Set forth below is the text of a news release disseminated on June 4, 2003:
NEWS RELEASE
For Immediate Release
For further information contact:
Investor Relations - 214-904-2288
INSTITUTIONAL SHAREHOLDER SERVICES (ISS) RECOMMENDS THAT DAVE & BUSTER'S
SHAREHOLDERS VOTE FOR ENTIRE COMPANY SLATE
ISS Recommends NOT VOTING FOR Dissident Dolphin/Netter Slate
DALLAS (JUNE 4, 2003) DALLAS - Dave & Buster's Inc. (NYSE:DAB), a leading
operator of upscale restaurant/entertainment complexes, announced today that
Institutional Shareholder Services (ISS) - the nation's leading independent
proxy voting advisory firm - has recommended that Dave & Buster's shareholders
vote FOR the election of Dave & Buster's directors Peter A. Edison, James W.
'Buster' Corley and Patricia P. Priest -- the entire Dave & Buster's slate named
on the WHITE proxy card.
Peter Edison is Chairman of the Board of Dave & Buster's. Buster Corley is CEO
and COO and a co-founder of Dave & Buster's. Patricia Priest is a Dave &
Buster's director and chair of the Audit Committee of the Board.
ISS recommended that shareholders not vote for the slate of candidates put
forward by Dolphin Limited Partnership I, L.P. and dissident shareholder Don
Netter.
In recommending that shareholders vote for Dave & Buster's entire slate of
directors, ISS concluded the following about the Company's progress and momentum
on a number of fronts:
"The company's operating performance, as evidenced by its declining
profitability and slow growth, has been disappointing. However, management has a
thorough plan to improve operations and appears to be on track in reducing
leverage and achieving cost savings, which will better position the company to
resume growth. The company's progress has also been recognized by another major
shareholder, Renaissance [Capital Group (Nasdaq: RENN)], which withdrew its
proposal asking for the sale of the company. The company has agreed with
Renaissance on hiring an outside investor
relations firm and retaining an outside consultant to implement additional cost
savings in the company's operations. The company has agreed to further salary
cuts for the CEO and president if the company fails to achieve certain targets
of pre-tax income. These are all positive changes that indicate the company has
finally gathered momentum to turn around its operations. Therefore, we believe
the current board deserves a chance to execute its plan and deliver results."
ISS initially recommended that shareholders vote for directors Buster Corley and
Patricia Priest, and withhold their votes for Peter Edison, the Company's
Chairman. However, ISS issued an "alert" yesterday recommending a vote in favor
of the entire Dave & Buster's slate - including Peter Edison -after the Company
made certain changes to its committee structure and Mr. Edison's committee
responsibilities in order to be responsive to ISS policy standards. Those
standards call for key Board committees to be comprised only of directors deemed
by ISS to be "independent outsiders." While Mr. Edison qualifies as an
"independent" director under current SEC and New York Stock Exchange
definitions, ISS considers Mr. Edison an "affiliated outside director" due to
his service as an executive of Dave & Buster's former parent company prior to
Dave & Buster's becoming a public company in 1995. To be responsive to ISS
standards, Mr. Edison resigned from his positions on the Audit Committee and the
Nominating and Governance Committee of the Company's Board of Directors,
effective June 2, 2003.
The Company has disclosed in a filing with the SEC the appointment of
independent directors Mark Levy to the Audit Committee, Allen Bernstein to the
Nominating and Governance Committee, and Walter Humann as Chairman of the
Nominating and Governance Committee. With the changes announced today, all
committees of the Board of Directors - Audit, Compensation, and Nominating and
Corporate Governance - are constituted entirely of independent directors within
the standards prescribed by the Securities and Exchange Commission, the New York
Stock Exchange and ISS. Peter Edison remains outside Chairman of Dave & Buster's
Board of Directors.
"We are delighted with the ISS recommendation for our entire slate," said Buster
Corley, CEO and COO of Dave & Buster's. "We have made dramatic governance
changes over the past few months that signal our clear commitment to leadership
in this area, and we are building momentum in our business with cost savings,
new marketing initiatives, and debt reduction. I would like to thank the many
shareholders who have expressed their support over the past few weeks during our
visits and phone calls - and reiterate our commitment to continuing a two-way
dialogue about the Company with our investors."
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.
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