-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BIs8G0wJPdFAii7NwVsS8GVKMtymB+tbaLbjXM8hrVYZIsQGxcEucfOsLud02f0a KQb4XWZJv6RKcO7JhiJWDw== 0000921530-05-000706.txt : 20051209 0000921530-05-000706.hdr.sgml : 20051209 20051209173030 ACCESSION NUMBER: 0000921530-05-000706 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051209 DATE AS OF CHANGE: 20051209 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DAVE & BUSTERS INC CENTRAL INDEX KEY: 0000943823 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 431532756 STATE OF INCORPORATION: MO FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46733 FILM NUMBER: 051256598 BUSINESS ADDRESS: STREET 1: 2481 MANANA DRIVE CITY: DALLAS STATE: TX ZIP: 75220 BUSINESS PHONE: 2143579588 MAIL ADDRESS: STREET 1: 2481 MANANA DR CITY: DALLAS STATE: TX ZIP: 75220 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HBK INVESTMENTS L P CENTRAL INDEX KEY: 0001011443 IRS NUMBER: 752622581 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 300 CRESCENT CT STREET 2: STE 700 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147586100 MAIL ADDRESS: STREET 1: 300 CRESCENT CT STREET 2: STE 700 CITY: DALLAS STATE: TX ZIP: 75201 SC 13D 1 hbk_13d12905.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* DAVE & BUSTER'S, INC. --------------------- (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 23833N104 --------- (CUSIP Number) Patrick J. Dooley, Esq. Akin Gump Strauss Hauer & Feld LLP 590 Madison Avenue New York, New York 10022 (212) 872-1000 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 9, 2005 ---------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [X]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule ss.240.13d-7 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). Continued on following page(s) Page 1 of 10 Pages SCHEDULE 13D CUSIP No. 23833N104 Page 2 of 10 Pages 1 Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). HBK INVESTMENTS L.P. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [ ] 3 SEC Use Only 4 Source of Funds (See Instructions) WC (1) 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization DELAWARE Number of 7 Sole Voting Power Shares 1,314,400 (1) (2) Beneficially Owned By 8 Shared Voting Power Each 0 Reporting Person 9 Sole Dispositive Power With 1,314,400 (1) (2) 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,314,400 (1) (2) 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares(See Instructions) [ ] 13 Percent of Class Represented By Amount in Row (11) 9.2% 14 Type of Reporting Person (See Instructions) PN - ----------------------- (1) The Reporting Person has sole voting and dispositive power over the Shares pursuant to an Investment Management Agreement with HBK Master Fund L.P. (the "Fund"). Accordingly, Page 3 of 10 Pages the Fund has no beneficial ownership of such Securities. The source of funds used or to be used in making purchases is working capital of the Fund. (2) The Reporting Person's power is exercised by its general partner, HBK Partners II L.P., whose general partner is HBK Management L.L.C. Page 4 of 10 Pages This Statement on Schedule 13D relates to shares of Common Stock, $0.01 par value per share (the "Shares"), of Dave & Buster's, Inc.(the "Issuer"). Certain of the Shares herein were previously reported on Schedule 13G filed on October 28, 2005. This statement on Schedule 13D is being filed by the Reporting Person (as defined below) to report the information disclosed in Item 4 hereof. Item 1. Security and Issuer. This Statement relates to the Shares. The address of the principal executive office of the Issuer is 2481 Manana Drive, Dallas, Texas 75220. Item 2. Identity and Background. This Statement on Schedule 13D is filed by HBK Investments L.P., a Delaware limited partnership (the "Reporting Person").The Reporting Person is an investment management firm that provides investment management services to private investment funds. Its principal office is located at 300 Crescent Court, Suite 700, Dallas, Texas 75201. Information is also included herein with respect to the following persons: HBK Partners II L.P., a Delaware limited partnership ("Partners II"); HBK Management L.L.C., a Delaware limited liability company ("Management"); and Kenneth M. Hirsh, Laurence H. Lebowitz, William E. Rose, David C. Haley and Jamiel A. Akhtar, members of Management, who may control Management (collectively, "Managers"). The Reporting Person and the other entities and individuals identified in this paragraph are sometimes referred to collectively as the "Item 2 Persons." Each of the Managers is a United States citizen. The principal occupation of each Manager is serving as a Managing Director of the Reporting Person. The business address of each Manager is 300 Crescent Court, Suite 700, Dallas, Texas 75201, except for Mr. Hirsh, whose business address is 350 Park Avenue, 20th Floor, New York, New York 10022. During the last five years, none of the Item 2 Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The aggregate purchase price for the Shares was approximately $18 million. The source of funds for the purchase transactions was the Fund's working capital. The Shares are held in prime brokerage accounts of the Fund, which may from time to time have debit balances. Because other securities are also held in such accounts, it is not possible to determine the amounts, if any, of financing used at any time with respect to the Shares. Item 4. Purpose of Transaction. The Shares were originally acquired by the Reporting Person, for the account of the Fund, in the ordinary course of business and were not acquired with the purpose or effect of changing or influencing control of the Issuer. This Schedule 13D is being filed as a result of the announcement on December 9, 2005 of an Agreement and Plan of Merger among the Issuer and affiliates of Wellspring Capital Management LLC, a private equity firm, pursuant to which an affiliate of Wellspring will acquire all of the Issuer's outstanding Shares for cash. The Reporting Person has commenced the process of evaluating its position with respect to the transactions contemplated by the Agreement and Plan of Merger (the Page 5 of 10 Pages "Merger") and is concerned that the $18.05 per Share cash consideration to the paid to the Issuer's shareholders in connection with the merger may be inadequate. In connection with the foregoing evaluation, the Reporting Person may acquire, or cause to be acquired, additional securities of the Issuer, dispose, or cause to be disposed, such securities at any time, contact other shareholders of the Issuer regarding among other things, the proposed Merger, or formulate other purposes, plans or proposals regarding the Merger, including but not limited to its support of or opposition to the Merger, proposal of an alternative to the Merger, communications with the management or board of directors of the Issuer, or the support of a third party's plans or proposals concerning the Merger or an alternative proposal. In addition to the foregoing, the Reporting Person reserves the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Person, market conditions or other factors. Except as otherwise described herein, none of the Item 2 Persons has any current plans or proposals that relate to or would result in any of the transactions or changes contemplated in Items 4(a) through 4(j) of Schedule 13D. Such person may, at any time and from time to time, review or reconsider their position and formulate such plans or proposals. Item 5. Interest in Securities of the Issuer. (a) - (b) The Shares referenced in this statement consist of 1,314,400 Shares beneficially owned by the Reporting Person, representing approximately 9.2% of the 14,292,500 Shares outstanding as of December 7, 2005, as reported by Issuer in its Form 10-Q for the quarter ended October 30, 2005 filed with the Securities and Exchange Commission on December 9, 2005. Pursuant to an Investment Management Agreement with the Fund, and acting through its general partner, Partners II, the Reporting Person has the sole power to vote or direct the vote and to dispose or to direct the disposition of the Shares. Accordingly, the Reporting Person may be deemed to be the beneficial owner of the Shares. Acting through its general partner, Management, and in its capacity as the general partner of the Reporting Person, Partners II has the sole power to vote or to direct the vote and to dispose or to direct the disposition of the Shares. Accordingly, Partners II may be deemed to be the beneficial owner of the Shares. In its capacity as the general partner of Partners II, Management has the sole power to vote or to direct the vote and to dispose or to direct the disposition of the Shares. Accordingly, Management may be deemed to be the beneficial owner of the Shares. In their capacity as controlling persons of Management, the Managers have the sole power to vote or to direct the vote and to dispose or to direct the disposition of the Shares. Accordingly, each of the Managers may be deemed to be the beneficial owner of the Shares. The Item 2 Persons expressly declare that the filing of this statement on Schedule 13D shall not be construed as an admission that they are, for the purpose of Section 13(d) or 13(g) of the Securities and Exchange Act of 1934, the beneficial owners of the Shares. (c) Except as described below on Annex A attached hereto, there have been no acquisitions or dispositions of Shares made by the Reporting Person, for the account of the Fund, during the past 60 days. All of such transactions described on Annex A were conducted through open market transactions. (d) The limited partners or shareholders of the funds that own the Fund, for which the Reporting Person acts as investment manager, have the right to participate indirectly in the receipt of dividends from, or proceeds from the sale of, the Shares in accordance with their respective ownership interests in the Fund. (e) Not applicable. Page 6 of 10 Pages Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Shares are held in prime brokerage accounts of the Fund and have been pledged as collateral to secure debit balances in such accounts which may exist from time to time. Except as described above, to the best knowledge of the Reporting Person, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between any of the Item 2 Persons and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the Shares (including as a result of any pledge), finders' fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. This Item is not applicable. Page 7 of 10 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: December 9, 2005 HBK INVESTMENTS L.P. By: /s/ Jon L. Mosle ---------------------- Jon L. Mosle Authorized Signatory (1) (1) An Authorization Certificate authorizing Jon L. Mosle to act on behalf of HBK Investments L.P. was previously filed. Page 8 of 10 Pages ANNEX A RECENT TRANSACTIONS IN THE SECURITIES OF DAVE & BUSTERS, INC.
Date of Nature of Number of Price per - For the Account of Transaction Transaction Securities Share - ------------------ ----------- ----------- -------------- ----- December 8, 2005 Buy 4,900 15.2933 HBK Master Fund L.P. HBK Master Fund L.P. December 7, 2005 Buy 15,400 15.3762 HBK Master Fund L.P. December 6, 2005 Buy 8,900 15.2930 HBK Master Fund L.P. December 5, 2005 Buy 21,113 15.4650 HBK Master Fund L.P. December 2, 2005 Buy 12,012 15.1375 HBK Master Fund L.P. December 2, 2005 Buy 600 15.1500 HBK Master Fund L.P. December 2, 2005 Buy 1,800 15.1511 HBK Master Fund L.P. December 1, 2005 Buy 9,775 15.2765 HBK Master Fund L.P. November 30, 2005 Buy 6,500 14.9565 HBK Master Fund L.P. November 30, 2005 Buy 11,100 15.0432 HBK Master Fund L.P. November 29, 2005 Buy 4,300 14.9928 HBK Master Fund L.P. November 28, 2005 Buy 9,200 14.8323 HBK Master Fund L.P. November 25, 2005 Buy 3,100 14.6516 HBK Master Fund L.P. November 23, 2005 Buy 11,900 14.6966 HBK Master Fund L.P. November 22, 2005 Buy 11,200 14.5210 HBK Master Fund L.P. November 21, 2005 Buy 51,300 14.5500 HBK Master Fund L.P. November 21, 2005 Buy 1,800 14.6300 HBK Master Fund L.P. November 18, 2005 Buy 14,900 14.6046 HBK Master Fund L.P. November 18, 2005 Buy 600 14.3500 HBK Master Fund L.P. November 17, 2005 Buy 4,700 14.0923 HBK Master Fund L.P. November 17, 2005 Buy 9,600 14.0923 HBK Master Fund L.P. November 16, 2005 Buy 5,400 14.0539 HBK Master Fund L.P. November 16, 2005 Buy 10,200 14.0525 HBK Master Fund L.P. November 15, 2005 Buy 19,200 14.3874 HBK Master Fund L.P. November 15, 2005 Buy 12,900 14.4025 HBK Master Fund L.P. November 14, 2005 Buy 22,500 14.5450 HBK Master Fund L.P. November 14, 2005 Buy 17,600 14.5395 HBK Master Fund L.P. November 11, 2005 Buy 18,400 14.8463 HBK Master Fund L.P. November 11, 2005 Buy 16,300 14.8650 HBK Master Fund L.P. November 10, 2005 Buy 17,600 14.7825 HBK Master Fund L.P. November 9, 2005 Buy 8,700 14.8031 HBK Master Fund L.P. November 8, 2005 Buy 14,800 14.9545 HBK Master Fund L.P. November 7, 2005 Buy 100 14.7000 HBK Master Fund L.P. November 7, 2005 Buy 7,000 14.8894 HBK Master Fund L.P. November 4, 2005 Buy 11,600 14.8847 HBK Master Fund L.P. November 3, 2005 Buy 19,000 14.6391 HBK Master Fund L.P. November 2, 2005 Buy 23,300 14.9214 HBK Master Fund L.P. November 1, 2005 Buy 17,200 13.5920 HBK Master Fund L.P. October 31, 2005 Buy 1,100 13.1991 HBK Master Fund L.P. October 28, 2005 Buy 32,300 12.7785 HBK Master Fund L.P. October 27, 2005 Buy 13,000 12.7362 HBK Master Fund L.P. October 26, 2005 Buy 10,800 13.0565 HBK Master Fund L.P. October 25, 2005 Buy 20,100 13.0625 HBK Master Fund L.P. October 24, 2005 Buy 23,600 13.0701 HBK Master Fund L.P. October 21, 2005 Buy 27,400 13.0343 HBK Master Fund L.P. October 19, 2005 Buy 16,000 12.9961 HBK Master Fund L.P. October 18, 2005 Buy 25,600 13.1006 HBK Master Fund L.P. October 17, 2005 Buy 19,600 13.0735 HBK Master Fund L.P. October 13, 2005 Buy 20,900 13.1300 HBK Master Fund L.P. October 12, 2005 Buy 39,500 12.9729 HBK Master Fund L.P. October 11, 2005 Buy 32,500 13.0154 HBK Master Fund L.P. October 10, 2005 Buy 11,100 13.0122
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