-----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, d93KijON8lixOYRHDEyux71yS+cXGyW7IH0RaxxgHLXiM0ZrGh4D7/dPE9K9nUcI AaqFhfl5wHZQY+WJlkq7KA== 0000895345-95-000057.txt : 19950607 0000895345-95-000057.hdr.sgml : 19950607 ACCESSION NUMBER: 0000895345-95-000057 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950606 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: 95545320 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 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.6)* SHOWBIZ PIZZA TIME, INC. (Name of Issuer) COMMON STOCK, $0.10 PAR VALUE (Title of Class of Securities) 0008253881309 (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) JUNE 6, 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 The Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on April 26, 1995 (the "Schedule 13D") as amended by Amendments No. 1, 2, 3, 4 and 5 filed with the SEC, 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 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 June 2, 1995, Richard M. Frank, Chairman and Chief Executive Officer of the Company sent a letter addressed to each of Showbiz Independent Stockholders Committee (the "Committee"), Mr. Joshua S. Friedman and New Valley stating the following: "Gentlemen: We have reviewed the Proxy Statement of the ShowBiz Pizza Independent Stockholders Committee and believe that there are material omissions rendering the Proxy Statement false and misleading. In particular, the Proxy Statement fails to disclose the details of the financial arrangements between Canyon Partners incorporated and New Valley Corporation which, especially given New Valley's stated purpose of seeking to provide ShowBiz with financing, creates an actual conflict of interest for Mr. Friedman in connection with decisions regarding the Company's financing arrangements. In addition, the Proxy Statement does not disclose the effect that such conflict would have on Mr. Friedman's ability to act independently if elected as a director. Moreover, we do not believe that the required disclosure can be incorporated by reference to the Schedule 13D filed by the New Valley group because the disclosure sent to stockholders would still be incomplete and materially misleading. For the same reasons, mere disclosure of the terms of the arrangement, or even the letter agreement itself, would be sufficient. We believe that in each case, the failure to identify both the existence and the effect of the conflicts of interest faced by Mr. Friedman would be false and misleading. ShowBiz Pizza has an interest in seeing that its stockholders and the investing public are fully informed regarding nominees for election to its Board of Directors Page 2 as well as any other matter material to the Company. Therefore, we hereby demand that you make immediate and full disclosure of the various conflicts of interest faced by Mr. Friedman, as well as the effects of those conflicts. ShowBiz Pizza further reserves all rights it may have with respect to this matter, including without limitation under the federal securities laws and state corporate law." On June 6, 1995, the Committee replied to Mr. Frank's letter as follows: "Dear Sirs: RE: Showbiz Pizza Time, Inc. (the "Company") We have now received both the additional proxy materials filed by the Company with the Securities and Exchange Commission (the "SEC") on May 30, 1995 and your letter dated June 2, 1995 alleging that our proxy materials are false and misleading. We are confident that our proxy discloses all material facts concerning the Committee's candidate, Joshua S. Friedman, and is not false and misleading in any respect. Indeed, the SEC reviewed and cleared our proxy materials prior to their being mailed to the Company's shareholders. We too have an interest in seeing that the Company's shareholders and the investing public are fully informed regarding nominees for election to its Board. In this regard, we believe that the Company's proxy materials contain material omissions rendering them false and misleading. The materials do not disclose that three of the Company's executive officers, including an officer nominated for election at the forthcoming meeting, four of the Company's so called outside directors and Hallwood are the subject of a shareholders derivative action arising out of sales of the Company's stock by those persons in advance of bad news relating to the Company's financial forecasts. In addition, the Company's proxy materials misstate material facts regarding the financial performance of Brooke Group Ltd. and its affiliates. We also note that the Company's proxy materials contain spurious attacks on Brooke Group Ltd. and its affiliates in an attempt to divert attention away from the real issue, the merits of the candidates. We suggest that the Company amend its proxy disclosure immediately. As for Mr. Friedman's purported conflict of interest, we believe that there is clearly no present conflict as no transaction between the Company and New Valley Corporation is currently pending. When elected to the Company's Board of Directors, Mr. Friedman will comply fully with all requirements of law in the exercise of his duties as a director. Mr. Friedman expects to bring to the Company's Board an independent and unbiased view of all transactions involving the Company. Page 3 Finally, as holders of a substantial interest in the Company, we are rather surprised that the current Board has wasted corporate assets in its strenuous effort to block the election of one independent director to its nine member Board. The Committee and each of its members reserves all rights it may have with respect to this matter, including, without limitation, rights and remedies under the federal securities laws and state corporate laws." Page 4 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: June 6, 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 5 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 6 JOSHUA S. FRIEDMAN /s/ Joshua S. Friedman K. ROBERT TURNER /s/ K. Robert Turner Page 7 -----END PRIVACY-ENHANCED MESSAGE-----