SC 14D9/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 SCHEDULE 14D-9

                     SOLICITATION /RECOMMENDATION STATEMENT
                            UNDER SECTION 14(d)(4) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                                (AMENDMENT NO. 2)

                              DAVE & BUSTER'S, INC.

                            (Name of Subject Company)

                              DAVE & BUSTER'S, INC.
                      (Name of Person(s) Filing Statement)

                     COMMON STOCK, $0.01 PAR VALUE PER SHARE
                         (Title of Class of Securities)

                                    23833N104
                      (CUSIP Number of Class of Securities)

                                  JOHN S. DAVIS
                       VICE PRESIDENT AND GENERAL COUNSEL
                              DAVE & BUSTER'S, INC.
                                2481 MANANA DRIVE
                               DALLAS, TEXAS 75220
                                 (214) 357-9588
   (Name, Address and Telephone Number of Person Authorized to Receive Notices
        and Communications on behalf of the Person(s) Filing Statement)

[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer






         This Amendment No. 2 to Schedule 14D-9 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 originally filed by Dave
& Buster's, Inc. on June 4, 2002, as amended by Amendment No. 1 thereto filed on
June 6, 2002. Except as otherwise indicated, the information set forth in the
original Schedule 14D-9 remains unchanged. Capitalized terms used but not
defined herein have the meanings ascribed to them in the Schedule 14D-9.

ITEM 4. THE SOLICITATION OR RECOMMENDATION

         On June 13, 2002, the Company issued a press release responding to
certain published criticism of the Offer, the Merger and the Merger Agreement.
The press release, which is filed herewith as Exhibit (a)(6) hereto, is hereby
incorporated by reference.

ITEM 8. OTHER INFORMATION

Item 8 is hereby amended by replacing the paragraph entitled "Certain Legal
Matters" with the following:

         Certain Legal Matters. The Company has been served with a complaint
filed purportedly on behalf of the Company's stockholders alleging breach of
fiduciary duties by directors of the Company in connection with their approval
of the transactions contemplated by the Merger Agreement. The purported class
action, filed in state district court in Dallas County, Texas on May 31, 2002,
purports to seek an injunction preventing consummation of the proposed
transaction and unspecified damages. The Company has received three similar
complaints filed in the state of Missouri on June 3, 2002, one filed in the
circuit court of Greene County, Missouri and two in the circuit court of Cole
County. The Company and each member of the Company's Board of Directors have
been named as defendants in each of the complaints. Based upon a preliminary
review of the complaints, the Company believes the allegations therein to be
without merit.

ITEM 9. EXHIBITS.

Item 9 is hereby amended and supplemented by adding the following thereto:

Exhibit No.

(a)(6)      Press Release issued by Dave & Buster's, Inc. on June 13, 2002.






                                    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.

                              DAVE & BUSTER'S, INC.


                           By: /s/ DAVID O. CORRIVEAU
                               ------------------------------
                               David O. Corriveau, President


                                  June 14, 2002



                               INDEX TO EXHIBITS





EXHIBIT
NUMBER                                     DESCRIPTION
- -------                                    -----------
                 

(a)(6)              Press Release issued by Dave & Buster's, Inc. on June 13, 2002.

EX-99.(A)(6)

                                 EXHIBIT (a)(6)


[DAVE AND BUSTER'S LOGO]

                                  NEWS RELEASE
                                                           For Immediate Release
                                                For further information contact:
                                               Investor Relations - 214-904-2288

                         DAVE & BUSTER'S, INC. RESPONDS:
                  PRICE, TRANSACTION STRUCTURE AND PROCESS FAIR

         Dallas (June 13) -- Dave & Buster's, Inc. (NYSE: DAB) responded today
to published criticism of its previously-announced proposed transaction with
Investcorp and certain members of senior management at $12 cash per share.

         As described in detail in materials mailed to shareholders and filed
with the Securities and Exchange Commission, the Company, over a period of more
than two years, responded to and analyzed numerous inquiries from parties
interested in acquiring or making an investment in the Company. A Special
Committee of independent directors was appointed by the Board to review and
negotiate all proposals. The Special Committee engaged its own legal and
financial advisors. Ultimately, the transaction with Investcorp at $12 cash per
share was viewed by the Board and the Special Committee to be in the best
interests of the Company and its shareholders. This conclusion was based in part
on the opinion of Houlihan Lokey Howard & Zukin Financial Advisors, financial
advisor to the Special Committee, that the transaction price is fair from a
financial point of view to the unaffiliated shareholders. The Special Committee
and the Board of Directors also considered, among other factors, the Company's
current cash position and liquidity needs, the terms, cost and maturity of its
existing credit arrangements and the uncertainty as to whether sufficient debt
or equity financing would be available on terms favorable to the Company that
would enable the Company to meet its growth objectives if it were to continue
under its current capital structure as a publicly-held corporation.

         The Company also stated that its agreement with Investcorp is subject
to customary "fiduciary outs" which enable the Company to accept a superior
proposal from any third party that may materialize prior to closing. Moreover,
this is not a transaction in which a control group is "squeezing out" minority
shareholders. In order for the transaction with Investcorp to close, it must be
acceptable to a very high percentage of the Company's shareholders.

         In summary, the Company reiterated its strong belief that the process
by which the Board and the Special Committee came to approve the transaction, as
well as the price and transaction structure, has been and is fair to the
Company's unaffiliated shareholders.







         Founded in 1982, Dave & Buster's is one of the country's leading
upscale, restaurant/ entertainment concepts with 31 locations throughout the
United States. Additionally, Dave & Buster's has international license
agreements for the Pacific Rim, Canada, the Middle East, Mexico and Korea.

         This release contains forward-looking statements that involve
assumptions regarding Company operations and future prospects. Although the
Company believes its expectations are based on reasonable assumptions, such
statements are subject to risk and uncertainty, including, among other things,
certain economic conditions, competition, development factors and operating
costs. Caution should be taken that these factors could cause the actual results
to differ from those stated or implied in this and other Company communications.


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