-----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, UrUQacydb14gwxJh8jQPMp48bOM9bn4HbidXd/+ETFovfWkzDiz4ilDHKM4nf8jm psHNYDm2Im73TZtrrTleBg== 0000895345-95-000074.txt : 19950731 0000895345-95-000074.hdr.sgml : 19950731 ACCESSION NUMBER: 0000895345-95-000074 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950728 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: 95556861 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. 7 )* SHOWBIZ PIZZA TIME, INC. _______________________________________________________________________ (Name of Issuer) COMMON STOCK, $0.10 PAR VALUE _______________________________________________________________________ (Title of Class of Securities) 0008253881309 _______________________________________________________________________ (CUSIP Number) ROBERT C. SCHWENKEL GARY J. COHEN FRIED, FRANK, HARRIS, SHRIVER SIDLEY & AUSTIN & JACOBSON 555 WEST FIFTH STREET ONE NEW YORK PLAZA SUITE 4000 NEW YORK, NY 10004 LOS ANGELES, CA 90013-1010 212-859-8167 213-896-6000 _______________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JULY 26, 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 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, 5 and 6 filed with the SEC on behalf of New Valley Corporation, 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 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 July 26, 1995, Joshua S. Friedman sent a letter addressed to Richard M. Frank, Chairman and Chief Executive Office of the Company stating the following: "Dear Dick, This letter constitutes my formal acceptance of my election as a member of the Company's board of directors. Please place this letter in the Company's minute book as required by paragraph 15 of the Company's By-Laws. I was personally disappointed to read the Showbiz Pizza Time, Inc. (The "Company") press release last week. It is, to say the least, unusual for a company to claim voting irregularities when management generally won an election contest supervised by management's own choice of election judges. As a new Company director, I urge you and former director Magusiak to stop wasting corporate assets in continuing challenges to the expressed will of our shareholders. (I assume, but hope it is not true, that the Company is paying for Mr. Magusiak's Challenge). As a Company director, I am entitled to indemnification, with the result that the Company will pay everyone's expenses in the Kansas lawsuit. I noted with surprise that new financing was announced this week. I do not see how this was accomplished without a board meeting, and I hereby request copies of the relevant documents pertaining to such financing. I trust that the financings have not been finalized pending the Company's next board meeting (which I plan to attend). I strongly urge you to call that board meeting as soon as possible. The Company may be operating without a properly constituted board or committees and therefore lacks governance at a time when significant corporate actions are being contemplated. (I trust that you are not holding "informal" board meetings in an attempt to exclude me from my proper position on the board, and if you are such action is both improper and contrary to applicable law.) Page 2 of 6 Pages In order to properly carry out my responsibilities as a director, and to prepare myself for the next board meeting, I would like to be provided with copies of all of the financing proposals, presentation packages, term sheets, and other material that has been provided to board members in connection with what I understand to be the Company's ongoing financing discussions and purported financing agreement, including the last three board packages. The Company can only be served by a well prepared and informed board, and I believe it would help enable me to discharge my responsibilities as a board member if I were provided immediately with copies of such information. I look forward to receiving this information from you this week. I also look forward to working with you and the other board members to enhance the Company's market position and profitability. Finally, I am advised that this letter should be filed as a part of the Independent Stockholders Committee's Form 13-D, and we will be doing so this week." 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: JULY 27, 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-----