-----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, OyZdGpPhR8QfGQFBzQLd/oJL/WKfaDM73AQ6Br4JFd+s6DiNBVZK9JIRCp58cgZO kbMZCXqdjcE6rY3gQ4Ky/A== 0000922423-03-000271.txt : 20030311 0000922423-03-000271.hdr.sgml : 20030311 20030311172934 ACCESSION NUMBER: 0000922423-03-000271 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030311 EFFECTIVENESS DATE: 20030311 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DOLPHIN LTD PARTNERSHIP I LP CENTRAL INDEX KEY: 0001176314 IRS NUMBER: 061567782 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: DFAN14A MAIL ADDRESS: STREET 1: 96 CUMMINGS POINT ROAD CITY: STAMFORD STATE: CT ZIP: 06902 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: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-15007 FILM NUMBER: 03599908 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 DFAN14A 1 kl03017_dfan14a.txt DFAN14A SOLICITING MATERIAL SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant / / Filed by a Party other than the Registrant /X/ Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) / / Definitive Proxy Statement / / Definitive Additional Materials /X/ Soliciting Material under Rule 14a-12 ----------- Dave & Buster's, Inc. --------------------- (Name of Registrant as Specified In Its Charter) Dolphin Limited Partnership I, L.P. ----------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ No fee required. / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: Common Stock, par value $.01 per share (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: FOR IMMEDIATE RELEASE For further information, contact: Arthur B. Crozier/Alan M. Miller Innisfree M&A Incorporated 212-750-5833 o DOLPHIN CRITICIZES RECENTLY ANNOUNCED GOVERNANCE INITIATIVES OF DAVE & BUSTER'S AS WAY TOO LITTLE, WAY TOO LATE o SEEKS DAB SHAREHOLDER LIST AND OTHER DOCUMENTS UNDER MISSOURI LAW Stamford, CT -- March 11, 2003.-- Dolphin Limited Partnership I, L.P., the holder of 9.1% of the shares of Dave & Buster's, Inc. (NYSE: DAB) and its single largest shareholder, said today that it viewed the Company's recently announced formation of a nominating and corporate governance committee and designation of a lead director as a tactic to deflect attention from the performance of the board and the Company's management and possibly to dilute the effectiveness of the shareholder franchise at the upcoming annual meeting of shareholders. As announced on March 3, 2003, Dolphin intends to nominate three independent directors for election at the Company's 2003 annual meeting customarily held in June. As previously stated, Dolphin's nominees will run on a platform of maximizing shareholder value and improving corporate governance. Dolphin believes that the Company's announcement of the new nominating committee may be a precursor to expanding the number of directors from its current eight members without a shareholder vote. While Dolphin's nominees, if elected, would constitute a minority of the board, the Company's expansion of the board without a shareholder vote would necessarily dilute the voice of the directors whom the shareholders will choose as their representatives at the annual meeting. As part of its governance platform, Dolphin advocates the establishment of a lead director for the Company's board. The Company stated that its board named Mark Levy as the new lead director. This is the same director who served as chairman of the Company's Special Committee that conducted the Company's failed sale process. Dolphin believes that, in light of the public record on the performance of the Special Committee, shareholders should judge for themselves whether Mr. Levy is the appropriate choice for this position. Separately, Dolphin today sent letters to the Company requesting under Missouri law the Company's shareholder list and the minutes of its board meetings, meetings of the Special Committee and other relevant information. A spokesperson for Dolphin commented, "It is curious, to say the least, that the Company's announcement of its new governance initiatives comes only two days after Dolphin's announcement of its intention to run an independent slate of directors at the annual meeting. At best, the Company's actions are way too little, way too late. We believe, however, that the Company's announcement may simply be an attempt to manipulate shareholder opinion in response to our proxy solicitation and platform." The spokesman continued. "In our letter of March 3, 2003 to the Company, we asked the board not to take any action that would compromise shareholder rights or interfere with the ability of shareholders to exercise their exclusive franchise. Any appointment by the current board of directors not subject to the vote of shareholders at the upcoming annual meeting would be just that. We again admonish the board not to take this or any other action that would compromise the rights of shareholder to elect their governing representatives. Dolphin intends to announce its nominees for the upcoming meeting within the time period required by the Company's by-laws. Dolphin believes that these nominees will have the wide range of business experience and the required financial expertise to promote the Dolphin platform for the benefit of all shareholders." The following is a list of the names and stockholdings, if any, of persons who may be deemed to be "participants" in Dolphin's solicitation with respect to the shares of the Company: Dolphin beneficially owns 1,209,900 shares of the Company's outstanding common stock. Donald Netter, as Senior Managing Director of Dolphin, may also be deemed to be a participant but does not individually own any common stock of the Company. Dolphin intends to disseminate a proxy statement with respect to its solicitation in support of its nomination of directors at the Company's 2003 annual meeting. Shareholders should read this proxy statement if and when it becomes available because it will contain important information. Shareholders will be able to obtain copies of the proxy statement, related materials and other documents filed with the Securities and Exchange Commission's web site at http://www.sec.gov without charge when these documents become available. Shareholders will also be able to obtain copies of that proxy statement and related materials without charge, when available, from Innisfree M&A Incorporated by oral or written request to: 501 Madison Avenue, New York, New York 10022, telephone: 888-750-5833. ### -----END PRIVACY-ENHANCED MESSAGE-----