-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, B4H2Aj7lXFiB709H/lFC7gsd10vlEwRZBtJvsbudbd2szbvzAA8UoDHwSV8hBvLs wt4kiXAPCsHDZM2wDjrRqQ== 0000895345-95-000024.txt : 19950508 0000895345-95-000024.hdr.sgml : 19950508 ACCESSION NUMBER: 0000895345-95-000024 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950505 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SHOWBIZ PIZZA TIME INC CENTRAL INDEX KEY: 0000813920 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 480905805 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39153 FILM NUMBER: 95534775 BUSINESS ADDRESS: STREET 1: PO BOX 152077 STREET 2: 4441 W AIRPORT FREEWAY CITY: IRVING STATE: TX ZIP: 75015 BUSINESS PHONE: 2142588507 MAIL ADDRESS: STREET 1: PO BOX 152077 CITY: IRVING STATE: TX ZIP: 75015 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEW VALLEY CORP CENTRAL INDEX KEY: 0000106374 STANDARD INDUSTRIAL CLASSIFICATION: FUNCTIONS RELATED TO DEPOSITORY BANKING, NEC [6099] IRS NUMBER: 510255124 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: INTERNATIONAL PLACE STREET 2: 100 SOUTHEAST SECOND STREET CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 3055798000 MAIL ADDRESS: STREET 1: INTERNATIONAL PLACE STREET 2: 100 SE SECOND STREET CITY: MIAMI STATE: FL ZIP: 33131 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN UNION CORP/NY/ DATE OF NAME CHANGE: 19910516 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN UNION TELEGRAPH CO /NY/ DATE OF NAME CHANGE: 19880121 SC 13D/A 1 AMENDMENT OMB APPROVAL OMB Number: 3235-0145 Expires: October 31, 1997 Estimated average burden hours per form 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )* SHOWBIZ PIZZA TIME, INC. (Name of Issuer) COMMON STOCK, $0.10 PAR VALUE (Title of Class of Securities) 0008253881 (CUSIP Number) ROBERT C. SCHWENKEL FRIED, FRANK, HARRIS, SHRIVER & JACOBSON ONE NEW YORK PLAZA NEW YORK, NY 10004 212-859-8167 GARY J. COHEN SIDLEY & AUSTIN 555 WEST FIFTH STREET SUITE 4000 LOS ANGELES, CA 90013-1010 213-896-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MAY 4, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 6 Pages The Schedule 13D filed with the Securities and Exchange Commission on April 26, 1995 (the "Schedule 13D") on behalf of New Valley Corporation ("New Valley"), BGLS Inc., Brooke Group Ltd., Bennett S. LeBow, Canyon Partners Incorporated, CPI Securities, L.P., Canpartners Incorporated, Mitchell R. Julis, R. Christian B. Evensen and Joshua S. Friedman in connection with the common stock, par value $0.10 per share ("Common Stock") of Showbiz Pizza Time, Inc., a Kansas corporation (the "Company") is hereby amended as follows (unless otherwise defined, all capitalized terms used herein shall have the meanings set forth in the Schedule 13D). Item 4 is hereby amended to add the following: ITEM 4. Purpose of Transaction On April 28, 1995, Richard M. Frank, Chairman and Chief Executive Officer of the Company sent a letter to Howard M. Lorber, President and Chief Operating Officer of New Valley, stating the following: "Dear Mr. Lorber: We have received a copy of your Schedule 13D which you filed recently with the Securities and Exchange Commission relating to the acquisition by New Valley Corporation of shares of common stock of Showbiz Pizza Time, Inc. We also received your telephone inquiry to Mike Magusiak requesting a meeting with ShowBiz Management. While we appreciate your interest, please be advised that the Company intends to continue to pursue its business and financing plans and strategy, and therefore is not interested in disucssions with you at this time." On the evening of May 4, 1995, Mr. Lorber sent a letter by overnight courier to Mr. Frank replying as follows: "Dear Mr. Frank: My associates and I were extremely disappointed to receive your letter dated April 28, 1995 informing us that you were not interested in having discussions with us at this time. As you know, representatives of the Company had scheduled a meeting with us for Monday, May 1st in Dallas. As we stated in our Schedule 13D filed with the Securities and Exchange Commission on April 26, 1995, we wish to discuss with the Company's management our views regarding the Company's long term financing arrangements and the possibility of New Valley providing and/or participating in such financing. In particular, we would like to explore with you a number of possibilities which we believe will benefit the Company and increase value for shareholders both in the near and long term. Specifically, we Page 2 of 6 Pages believe that New Valley can structure a financing which will enable the Company to implement and complete expeditiously its announced strategy to refurbish its facilities, which strategy we agree is critical to maximizing shareholder value over the long term. In addition, we believe that a financing could be structured to incorporate a stock repurchase by the Company at a premium to the current market price which should result in a stronger stock price in the near term. As you may know, New Valley is uniquely positioned to assist the Company in meeting its financing requirements, particularly as New Valley has access to a large cash pool and is capable of acting quickly regarding the committment of its capital. Under the circumstances, it is our view that New Valley is in a position to provide financing that we believe would be on terms which are more favorable to the Company than those available from other sources. Most importantly, New Valley is a significant shareholder in the Company and, accordingly, its interests are aligned with those of all of your other shareholders. We urge that you reconsider your refusal to meet with us and schedule a meeting with us as soon as possible. We believe that it is prudent for the Company to explore all viable financing alternatives and that management should at least meet with us to discuss our views in this regard. We have been advised by counsel that we are required to disclose this letter promptly by amending our Schedule 13D. Please call me at (305) 579-8000 so that we can arrange a mutually convenient time to meet." Page 3 of 6 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 4, 1995 NEW VALLEY CORPORATION By: /s/ Gerald E. Sauter Name: Gerald E. Sauter Title: Chief Financial Officer NEW VALLEY HOLDINGS, INC. By: /s/ Gerald E. Sauter Name: Gerald E. Sauter Title: Chief Financial Officer BGLS INC. By: /s/ Gerald E. Sauter Name: Gerald E. Sauter Title: Chief Financial Officer BROOKE GROUP LTD. By: /s/ Gerald E. Sauter Name: Gerald E. Sauter Title: Chief Financial Officer Page 4 of 6 Pages BENNETT S. LEBOW By: /s/ Bennett S. Lebow CANYON PARTNERS INCORPORATED By: /s/ R. Christian B. Evensen Name: R. Christian B. Evensen Title: President C.P.I. SECURITIES, L.P. By: Canpartners Incorporated, its General Partner By: /s/ R. Christian B. Evensen Name: R. Christian B. Evensen Title: President CANPARTNERS INCORPORATED By: /s/ R. Christian B. Evensen Name: R. Christian B. Evensen Title: President MITCHELL R. JULIS /s/ Mitchell R. Julis R. CHRISTIAN B. EVENSEN /s/ R Christian B. Evensen Page 5 of 6 Pages JOSHUA S. FRIEDMAN /s/ Joshua S. Friedman K. ROBERT TURNER /s/ K. Robert Turner Page 6 of 6 Pages -----END PRIVACY-ENHANCED MESSAGE-----