<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-K

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended January 30, 2000          Commission File No. 0-25858

                              DAVE & BUSTER'S, INC.

             (Exact name of registrant as specified in its charter)

            Missouri                                         43-1532756
 (State or other jurisdiction of                         (I.R.S. employer
  incorporation or organization)                       identification number)

2481 Manana Drive, Dallas, Texas                               75220
(Address of principal executive offices)                     (Zip Code)

                         Registrant's telephone number,
                       Including area code (214) 357-9588

Securities registered pursuant to Section 12(b) of the Act:

                               Title of Each Class
                               -------------------
                          Common Stock, $0.01 par value

Securities registered pursuant to Section 12(g) of the Act:  None


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X  No 
   ---   ---


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulations S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ____

The aggregate market value of the voting stock held by persons other than
directors and officers of registrant (who might be deemed to be affiliates of
registrant) at April 20, 2000 was $88,685,125.

The number of shares of common stock outstanding at April 20, 2000 was
12,953,375 shares.


                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Proxy Statement dated April 28, 2000, for its
annual meeting of Stockholders on June 5, 2000, are incorporated by reference
into Part III hereof, to the extent indicated herein.


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                                     PART I



Item 1.  BUSINESS

         General

         Dave & Buster's, Inc. (the "Company") operates large format,
         high-volume Restaurant/Entertainment Complexes ("Complexes" or
         "Stores") under the Dave & Buster's name. Each Dave & Buster's Complex
         offers a full menu of high quality food and beverage items combined
         with an extensive array of entertainment attractions such as pocket
         billiards, shuffleboard, state-of-the-art interactive simulators and
         virtual reality systems, and traditional carnival-style games of skill.
         The Company's large format is designed to promote easy access to, and
         maximize customer crossover between, the multiple dining and
         entertainment areas within each Complex. The Company emphasizes high
         levels of customer service to create casual, yet sophisticated, "ideal
         playing conditions" for adults. As of January 30, 2000, the Company had
         23 stores across the continental United States. Additionally, the
         Company licenses the Dave & Buster's concept internationally through
         area licensing agreements and as of January 30, 2000, there were three
         Dave & Buster's operating overseas.


         The Dave & Buster's Concept

         The Company seeks to differentiate itself by providing high quality
         dining, bar service, and entertainment attractions in a comfortable,
         adult atmosphere. The key factors of the Company's market positioning
         and operating strategy are:

         Distinctive Concept. Each Dave & Buster's offers a distinctive
         combination of dining, bar service and entertainment. A full menu and
         complete bar service are available from early lunch until late night in
         each restaurant and throughout almost all of the entertainment areas.
         The broad array of attractions, ranging from table and carnival games
         to state-of-the-art virtual reality games, is continuously reviewed and
         updated to maintain a fresh entertainment environment. The Company also
         actively seeks to enhance the popularity of its traditional games, such
         as pocket billiards and shuffleboard, by providing high quality tables,
         a clean and comfortable environment and a high standard of service.

         A Large, Multiple Attraction Destination. The Complexes range in
         approximate total area from 30,000 square feet to 70,000 square feet.
         The large scale of each operation, together with the numerous food,
         beverage and entertainment options offered, is designed to attract a
         diverse customer base and consolidate multiple-destination customer
         spending into one location. Each Dave & Buster's attracts local
         customers from a wide geographical area (estimated to be a twenty-mile
         radius) along with tourists, conventioneers, and business travelers.

         Commitment to Quality. The Company strives to provide its customers
         with good food and an inviting atmosphere. Accordingly, each Dave &
         Buster's offers an extensive menu which features popular, moderately
         priced food and beverage items that are individually prepared with a
         commitment to value and quality. The Company makes a significant
         investment in each Complex, and the Company's facilities are designed
         with an attention to detail. In addition, the customer-participation
         entertainment attractions are tastefully presented in an atmosphere
         that the Company defines as "ideal playing conditions".


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         High Standard of Customer Service. Through intensive personnel
         training, constant monitoring of operations and stringent operational
         controls, the Company strives to maintain a consistently high standard
         of food, beverage, and amusement service throughout each Complex. The
         Company's commitment to customer service is evidenced by the
         availability of full food and beverage service in entertainment areas
         as well as the restaurant and bar areas.

         With respect to entertainment, the Company's commitment to customer
         service is demonstrated by service staff in each of the entertainment
         areas who offer assistance in playing and enjoying the games. The
         Company believes its customer service is enhanced by a strong
         commitment to employee motivation and appreciation programs. The
         Company also believes that high service standards are critical to
         promoting customer loyalty and to generating frequent-visiting patterns
         and referrals by customers.

         Comfortable Adult Atmosphere. Each Dave & Buster's is primarily adult
         oriented and, while children are welcome, strict guidelines are
         enforced. Customers under twenty-one years of age must be accompanied
         by a parent or guardian (a person 25 years of age or older who agrees
         to be responsible for the conduct and safety of the underage guest) at
         all times during their visit and are not allowed in a Dave & Buster's
         after 10:00 p.m. (11:00 p.m. in the summer months). The Company
         believes that these policies help maintain the type of pleasant,
         relaxed atmosphere that appeals to adult customers. The Company also
         believes that this atmosphere attracts groups of customers such as
         private parties and business organizations.

         Integrated Systems. The Company utilizes centralized information and
         accounting systems that are designed to allow its management to
         efficiently monitor labor, food, and other direct operating expenses,
         and to provide timely access to financial and operating data.
         Management believes that its integrated computer systems permit it, on
         both an overall and per Complex basis, to efficiently operate the
         Restaurant/Entertainment Complexes.


         Restaurant/Entertainment Concept and Menu

         Dave & Buster's offers a full menu of high quality food and beverage
         items combined with an extensive array of entertainment attractions
         such as pocket billiards, shuffleboard, state-of-the-art interactive
         simulators and virtual reality systems, and traditional carnival-style
         games of skill. The Company's facilities are designed to promote easy
         access to, and maximize customer crossover between, the multiple dining
         and entertainment areas within each Complex. The Company emphasizes
         high levels of customer service to create casual, yet sophisticated,
         "ideal playing conditions" for adults.

         The Dave & Buster's menu is offered from early lunch until late night
         and features moderately priced food designed to appeal to a wide
         variety of customers. This well-rounded fare includes gourmet pastas,
         individual sized pizzas, burgers, steaks, seafood and chicken. The menu
         is regularly updated to reflect current dining trends and incorporates
         "house specials" such as barbequed ribs, blackened chicken pasta,
         mesquite-peppered rib eye steak, and a Philadelphia cheesesteak
         sandwich. A wide variety of other appetizers, soups, salads, sandwiches
         and desserts is also available. Entree and sandwich prices range from
         $6.95 to $16.95, with many main menu items in the $6.95 to $12.95 price
         range. In order to promote customer flow and complement the
         entertainment areas, full, sit-down food service is offered not only in
         the restaurant areas, but throughout the entire Complex. In addition,
         throughout the restaurant and entertainment areas each Dave & Buster's
         offers full bar service including over 50 different beers, an extensive
         wine selection, and a variety of non-alcoholic beverages such as its
         own private label, "D&B Old Fashioned Philly Root Beer".


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         The entertainment attractions in each Dave & Buster's are geared toward
         customer participation and offer both traditional entertainment and
         "Million Dollar Midway" entertainment.

         Traditional Entertainment. Each Dave & Buster's offers a number of
         traditional entertainment options. These traditional offerings include
         "world class" pocket billiards, "championship-style" shuffleboard
         tables, and the Show Room which is designed for hosting private social
         parties and business gatherings as well as Company sponsored events.
         Traditional entertainment games are rented by the hour.

         Million Dollar Midway Games. The largest area in each Dave & Buster's
         is the Million Dollar Midway which is designed to provide high-energy,
         escapism entertainment through a broad selection of electronic, skill
         and sports-oriented games. The Dave & Buster's Power Card activates all
         the midway games (with the exception of coin action games) and can be
         recharged for additional play. The Power Card enables customers to
         activate games more easily and encourages extended play of games. By
         replacing coin activation, the Power Card has eliminated the technical
         difficulties and maintenance issues associated with coin activated
         equipment. Furthermore, the Power Card feature has increased the
         Company's flexibility in pricing and promoting of games.

         Attractions within the Million Dollar Midway include fantasy/high
         technology and classic midway entertainment. Fantasy/high-technology
         offerings include simulator games such as formula race cars, off-road
         vehicles, fighter jets and motorcycles; Galaxian Theater, a
         multi-participant, enclosed simulation theater where up to six players
         take part in mock battles with alien invaders; Virtuality, an
         interactive, electronic game designed to simulate an actual battlefield
         environment; Virtual World, a fantasy environment attraction; Iwerks
         Turbo Ride Theater, a 16 to 18 seat motion simulation theater;
         large-screen interactive electronic games; and "The 19th Hole", a
         state-of-the-art golf simulator.

         Classic midway entertainment includes sports-oriented games of skill;
         carnival-style games, which are intended to replicate the atmosphere
         found in many local county fairs; and D&B Downs which is one of several
         multiple-player race games offered in each Dave & Buster's. At the
         Winner's Circle, players can redeem coupons won from selected games of
         skill for a wide variety of prizes, many of which display the Dave &
         Buster's logo. The prizes include stuffed animals, clothing, and small
         electronic and novelty items.


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         Locations

         At January 30, 2000, the Company operated a total of 23 locations in 13
         states, which included:


<TABLE>
<CAPTION>
                                                                          Approximate
                             Location                         State      Square Footage
                             --------                         -----      --------------
<S>                                                           <C>        <C>   
                             Dallas (I)                         TX           40,000
                             Dallas (II)                        TX           31,000
                             Houston                            TX           53,000
                             Atlanta                            GA           53,000
                             Philadelphia                       PA           70,000
                             Chicago (I)                        IL           50,000
                             Chicago (II)                       IL           55,000
                             Hollywood                          FL           58,000
                             North Bethesda                     MD           58,000
                             Ontario                            CA           59,000
                             Cincinnati                         OH           64,000
                             Denver                             CO           48,000
                             Utica (suburban Detroit)           MI           56,000
                             Irvine                             CA           55,000
                             Rockland County                    NY           48,000
                             Orange                             CA           58,000
                             Columbus                           OH           37,500
                             San Antonio                        TX           52,000
                             Atlanta (II)                       GA           58,000
                             St. Louis                          MO           57,000
                             Austin                             TX           40,000
                             Jacksonville                       FL           40,500
                             Providence                         RI           40,500
</TABLE>



         Business Development

         The Company continually seeks to identify and evaluate new locations
         for expansion. The Company's goal is to open four Complexes in fiscal
         years 2000 and 2001, respectively. The Company will open Complexes in
         2000 as follows:


<TABLE>
<CAPTION>
                                                              Approximate          Development
                   Location                       State      Square Footage           Status
                   --------                       -----      --------------     ------------------
<S>                                               <C>        <C>                <C> 
                   Milpitas (San Jose)              CA           60,000         Opened March 2000
                   Westminster (Denver)             CO           40,000         Under construction
                   Pittsburgh                       PA           60,000         Under construction
                   San Diego                        CA           44,000         Under development
</TABLE>


         Potential locations for openings in fiscal 2001 have been tentatively
         identified and site negotiations are currently in progress.


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         The Company believes that the location of its Complexes is critical to
         the Company's long-term success and devotes significant time and
         resources to analyzing each prospective site. In general, the Company
         targets high-profile sites within metropolitan areas of less than one
         million people for intermediate-size models and at least one million
         people for mega-size models. The Company carefully analyzes demographic
         information (such as average income levels) for each prospective site,
         the Company considers factors such as visibility; accessibility to
         regional highway systems; zoning; regulatory restrictions; and
         proximity to shopping areas, office complexes, tourist attractions and
         residential areas. The Company also carefully studies the restaurant
         and entertainment competition in prospective areas. In addition, the
         Company must select a site of sufficient size to accommodate its
         prototype facility with ample, convenient customer parking.

         The typical cost of opening a mega-size Dave & Buster's ranges from
         approximately $7.0 million to $12.0 million (excluding preopening
         expenses and developer allowances), depending upon the location and
         condition of the premises. For intermediate-size models, the typical
         cost ranges from approximately $6.0 million and $8.0 million (excluding
         pre-opening expenses and developer allowances), depending upon the
         location and condition of the premises. The Company will base the
         decision of owning or leasing a site on the projected unit economics
         and availability of the site for purchase. The Complexes opened in 1999
         included both owned and leased facilities. Opening a leased facility
         reduces the Company's capital investment in a Complex because the
         Company does not incur land and site improvement costs and may also
         receive a construction allowance from the landlord for improvements.
         The exterior and interior layout of a Dave & Buster's is flexible and
         can be readily adapted to different types of buildings. The Company has
         opened Complexes in both new and existing structures, in both urban and
         suburban areas.


         International

         In August 1995, the Company entered into a license agreement with a
         subsidiary of Bass Plc ("Bass") to license the "Dave & Buster's" name
         and concept in the United Kingdom. Under this agreement, Bass opened a
         Complex in Birmingham, England in May 1997, a Complex in Bristol,
         England in July 1998, and has agreed to open a total of seven Complexes
         in the United Kingdom by 2005. Under the license agreement, Bass is
         required to pay the Company a royalty based upon gross revenues, net of
         value added taxes. The royalty rate paid by Bass is a sliding scale
         which averages 5% of gross revenues. The license agreement contains
         strict operating covenants to ensure consistency of the menu and
         entertainment offerings with those in the Company-operated Complexes.

         In February 1998, the Company entered into a license agreement with the
         TaiMall Development Company ("TaiMall") to license the "Dave &
         Buster's" name and concept in the Pacific Rim. Under this agreement,
         TaiMall opened a Complex in Taipei, Taiwan in December 1999, and has
         agreed to open seven Complexes in the Pacific Rim by the year 2006.
         Under the license agreement, TaiMall is required to pay the Company a
         5% royalty based upon gross revenues. The license agreement contains
         strict operating covenants to ensure consistency of the menu and
         entertainment offerings with those in the Company-operated Complexes.

         In September 1998, the Company entered into a license agreement with
         the SVAG Development Corporation ("SVAG") to license the "Dave &
         Buster's" name and concept in Germany,


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         Switzerland and Austria. Under this agreement, SVAG has a Complex under
         construction in Herne, Germany, scheduled to open in December 2000, and
         has agreed to open seven Complexes by the year 2007. Under the license
         agreement, SVAG is required to pay the Company a 5% royalty based upon
         gross revenues. The license agreement contains strict operating
         covenants to ensure consistency of the menu and entertainment offerings
         with those in the Company operated Complexes.

         In March 1999, the Company entered into a license agreement with
         Funtime Hospitality Corp. ("Funtime") to license the "Dave & Buster's"
         name and concept in Canada. Under this agreement, Funtime has a Complex
         under construction in Toronto, Ontario, scheduled to open in June 2000,
         and has agreed to open five Complexes by the year 2005. The license
         agreement contains strict operating covenants to ensure consistency of
         the menu and entertainment offerings with those in the Company operated
         Complexes.

         In November 1999, the Company entered into a letter of intent to
         license the "Dave & Buster's" name and concept in the Middle East with
         Al-Mal Real Estate Company. There is no assurance that this letter of
         intent will result in a definitive agreement.

         The Company is considering entering into agreements to license the
         "Dave & Buster's" name and concept in additional foreign countries. The
         Company does not have any current plans to invest its own capital in
         any foreign operations.


         Operations and Management

         The Company's ability to manage a complex operation, that includes both
         high volume restaurants, bars and diverse entertainment attractions,
         has been critical to its overall success. The Company strives to
         maintain quality and consistency in each of its Complexes through
         careful training and supervision of personnel and the establishing and
         adhering to high standards relating to personnel performance, food and
         beverage preparation, entertainment productions and equipment, and
         facilities maintenance. The Company believes that it has been able to
         attract and retain high quality, experienced restaurant and
         entertainment management and personnel through its competitive
         compensation and bonus programs and its policy of promoting from within
         the Company. Staffing levels vary according to the size of the
         location, but a mega-size Dave & Buster's is managed by one general
         manager, two assistant general managers, seven line managers, and one
         business manager.

         In general, each mega-size Dave & Buster's also employs one purchasing
         agent, one amusement manager, two assistant amusement managers, one
         kitchen manager, two assistant kitchen managers, and one special events
         sales manager. On average, the Company's current general managers
         possess approximately three-and-a-half years of experience with the
         Company. The general manager of each Dave & Buster's reports to a
         Regional Operations Director who reports to the Vice President,
         Director of Operations.

         All managers, many of whom are promoted from within, must complete an
         eleven-week training program during which they are instructed in areas
         such as food quality and preparation, customer service, alcoholic
         beverage service, entertainment management, and employee relations. The
         Company has also prepared operations manuals relating to food and
         beverage quality and service standards as well as proper operation and
         playing conditions of the Company's entertainment attractions. New
         sales staff and entertainment personnel participate in approximately
         two weeks of training under the close supervision of Company
         management. Management strives to instill


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         enthusiasm and dedication in its employees, regularly solicits employee
         suggestions concerning Company operations and endeavors to be
         responsive to employees' concerns. In addition, the Company has
         extensive and varied programs designed to recognize and reward
         employees for superior performance.

         Efficient, attentive and friendly service is integral to the Company's
         overall concept. In addition to customer evaluations, the Company uses
         a "secret shopper" quality control program to independently monitor
         customer satisfaction. "Secret shoppers" are independent persons who,
         on a periodic basis, test the Company's food, beverage, and service as
         customers without the knowledge of restaurant management or personnel,
         and report their findings to corporate management.

         Each Complex uses a variety of integrated management information
         systems. These systems include a computerized point-of-sale system
         which facilitates the movement of customer food and beverage orders
         between the customer areas and kitchen operations, controls cash,
         handles credit card authorizations, keeps track of revenues on a
         per-employee basis for incentive awards, and provides management with
         revenue and inventory data.


         Marketing, Advertising and Promotion

         The Company operates its marketing, advertising, and promotional
         programs through the corporate marketing department with the assistance
         of an external advertising agency, media planning/buying service and
         regional public relations firms. Subsequent to fiscal 1999, the
         marketing department hired a Vice President of Marketing and is in the
         process of further expanding staffing levels and programs.

         The corporate marketing department is also responsible for controlling
         media and production costs. During fiscal 1999, the Company's
         expenditures for advertising and promotions were approximately 2.5% of
         its revenues.

         In order to expand its customer base, the Company focuses marketing
         efforts in three key areas: (1) advertising and system-wide promotions;
         (2) field marketing and local promotions and (3) corporate and group
         customers (special events).

         Advertising and System-wide Promotions. With an enhanced emphasis on
         marketing and advertising, the Company will utilize a multi-media
         advertising campaign consisting of television, radio, outdoor, print
         and direct mail to attract new guests. In addition, in-store promotions
         and point-of-sale materials designed to increase visit frequency and
         guest check average are also being developed for implementation.

         Field Marketing and Local Promotions. To capitalize on business
         building opportunities at the local market level, the Company has
         employed a Field Marketing Director to work in conjunction with store
         level management, local supplier-partners and local media to develop
         third party promotions designed to meet the specific business
         objectives of the individual locations.

         Corporate and Group Marketing (Special Events). The Company employs a
         dedicated corporate-level Special Events staff to provide support and
         direction for the Complex-based Special Events Managers. The Company
         develops and maintains a database for corporate and group bookings.
         Each Dave & Buster's location has hosted events for many large and
         multi-national, national, and regional businesses. Many of the
         Company's corporate and group customers have hosted repeat events.


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         Competition

         The restaurant and entertainment industries are highly competitive.
         There are a great number of food and beverage service operations and
         entertainment businesses that compete directly and indirectly with the
         Company. Many of these entities are larger and have significantly
         greater financial resources and a greater number of units than does the
         Company. Although there are a few other companies presently utilizing
         the concept of combining entertainment and restaurant operations to the
         same extent as the Company, the Company may encounter increased
         competition in the future, which may have an adverse effect on the
         profitability of the Company. In addition, the legalization of casino
         gambling in geographic areas near any restaurant/entertainment company
         would create the possibility for entertainment alternatives, which
         could have a material adverse effect on the Company's business.


         Employees

         At January 30, 2000, the Company employed approximately 5,900 persons,
         approximately 150 of whom served in administrative or executive
         capacities, approximately 400 of whom served as restaurant and
         entertainment management personnel, and the remainder of whom were
         hourly restaurant and entertainment personnel.

         None of the Company's employees are covered by collective bargaining
         agreements, and the Company has never experienced an organized work
         stoppage, strike or labor dispute. The Company believes its working
         conditions and compensation packages are competitive with those offered
         by its competitors and considers relations with its employees to be
         very good.


         Intellectual Property

         The Company has registered the trademark "Dave & Buster's" with the
         United States Patent and Trademark Office and in various foreign
         countries. The Company has registered and/or applied for certain
         additional trademarks with the United States Patent and Trademark
         Office and in various foreign countries.


         Government Regulations

         The Company is subject to various federal, state and local laws
         affecting its business. Each Dave & Buster's is subject to licensing
         and regulation by a number of governmental authorities, which may
         include alcoholic beverage control, amusement, health and safety and
         fire agencies in the state or municipality in which the Complex is
         located. Each Dave & Buster's is required to obtain a license to sell
         alcoholic beverages on the premises from a state authority and, in
         certain locations, county and municipal authorities. Typically,
         licenses must be renewed annually and may be revoked or suspended for
         cause at any time. Alcoholic beverage control regulations relate to
         numerous aspects of the daily operations of each Dave & Buster's,
         including minimum age of patrons and employees, hours of operation,
         advertising, wholesale purchasing, inventory control and handling, and
         storage and dispensing of alcoholic beverages. The Company has not
         encountered any material problems relating to alcoholic beverage
         licenses to date. The failure to


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         receive or retain a liquor license in a particular location could
         adversely affect the Company's ability to obtain such a license
         elsewhere.

         The Company is subject to "dram-shop" statutes in the states in which
         Complexes are located. These statutes generally provide a person
         injured by an intoxicated person the right to recover damages from an
         establishment which wrongfully served alcoholic beverages to the
         intoxicated individual. The Company carries liquor liability coverage
         as part of its existing comprehensive general liability insurance which
         it believes is consistent with coverage carried by other entities in
         the restaurant and entertainment industries. Although the Company is
         covered by insurance, a judgment against the Company under a dram-shop
         statute in excess of the Company's liability coverage could have a
         material adverse effect on the Company.

         As a result of operating certain entertainment games and attractions
         including operations which offer redemption prizes, the Company is
         subject to amusement licensing and regulation by the states and
         municipalities in which it has opened Complexes. Certain entertainment
         attractions are heavily regulated and such regulations vary
         significantly between communities. From time to time, existing
         Complexes may be required to modify certain games, alter the mix of
         games or terminate the use of specific games as a result of the
         interpretation of regulations by state or local officials. The Company
         has, in the past, had to seek changes in state or local regulations to
         enable it to open a given location. To date, the Company has been
         successful in seeking all such regulatory changes.

         The Company is subject to federal and state environmental regulations,
         but these have not had a material negative effect on the Company's
         operations. More stringent and varied requirements of local and state
         governmental bodies with respect to zoning, land use and environmental
         factors could delay or prevent development of new restaurants in
         particular locations. The Company is subject to the Fair Labor
         Standards Act which governs such matters as minimum wages, overtime and
         other working conditions, along with the American With Disabilities Act
         and various family leave mandates. Although the Company expects
         increases in payroll expenses as a result of federal and state mandated
         increases in the minimum wage, such increases are not expected to be
         material. However, the Company is uncertain of the repercussion, if
         any, on other expenses as vendors are impacted by higher minimum wage
         standards.


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         RISK FACTORS

         The Company hereby cautions stockholders, prospective investors in the
         Company and other readers of this report that the following important
         factors, among others, could affect the Company's stock price or cause
         the Company's actual results of operations to differ materially from
         those expressed in any forward-looking statements, oral or written,
         made by or behalf of the Company:

         Expansion Plans; Capital Resource Requirements

         The Company presently plans to open four Complexes during each of
         fiscal years 2000 and 2001, respectively, and four Complexes each
         fiscal year thereafter. Accomplishing these expansion goals will depend
         upon a number of factors, including the Company's ability to raise
         sufficient capital; locate and obtain appropriate sites; hire and train
         additional management personnel; and construct or acquire, at
         reasonable cost, the necessary improvements and equipment for such
         Restaurant/Entertainment Complexes. In particular, the capital
         resources required to develop each new Restaurant/Entertainment Complex
         are significant.

         There can be no assurance that the Company will be able to complete its
         planned expansion, that the Company will continue to be successful in
         its development of new Restaurant/Entertainment Complexes or that new
         Restaurant/Entertainment Complexes, if completed, will perform in a
         manner consistent with the Company's most recently opened
         Restaurant/Entertainment Complexes or make a positive contribution to
         the Company's operating performance.


         Small Number of Restaurant/Entertainment Complexes

         As of January 30, 2000 the Company operated 23 Restaurant/Entertainment
         Complexes. The combination of the relatively small number of locations
         and the significant investment associated with each new
         Restaurant/Entertainment Complex may cause the operating results of the
         Company to fluctuate significantly and adversely affect the
         profitability of the Company. Due to this relatively small number of
         locations, poor results of operations at any one
         Restaurant/Entertainment Complex could materially affect the
         profitability of the entire Company. Historically, new
         Restaurant/Entertainment Complexes have experienced a drop in revenues
         after their first year of operation, and the Company does not expect
         that in subsequent years, any increases in comparable Complex revenues
         will be meaningful.

         Future growth in revenues and profits will depend to a substantial
         extent on the Company's ability to increase the number of its
         Restaurant/Entertainment Complexes. Because of the substantial up-front
         financial requirements which are described above, the investment risk
         related to any one Restaurant/Entertainment Complex is much larger than
         that associated with most other companies' restaurant or entertainment
         venues.


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         Dependence Upon Senior Management

         The Company's future success will depend largely on the efforts and
         abilities of its existing senior management, particularly David O.
         "Dave" Corriveau and James W. "Buster" Corley, the Company's Co-Chief
         Executive Officers and the founders of the Company's business. The loss
         of the services of certain of the Company's management team could have
         a material adverse effect on the Company's business. Messrs. Corriveau
         and Corley are employed pursuant to employment agreements which will
         expire in June 2000.


         Dependence on Discretionary Spending

         The Company's profits are dependent on discretionary spending by
         consumers, particularly by consumers living in communities in which the
         Restaurant/Entertainment Complexes are located. A significant weakening
         in any of the local economies in which the Company operates may cause
         the Company's patrons to curtail discretionary spending which, in turn,
         could materially affect the profitability of the entire Company.


         International Expansion; License Agreements

         In August 1995, February 1998, September 1998, and March 1999, the
         Company entered into agreements with Bass, TaiMall, SVAG, and Funtime
         to license the "Dave & Buster's" name and concept in the United
         Kingdom, Pacific Rim, Europe, and Canada, respectively. In addition,
         the Company is considering entering into agreements to license the
         "Dave & Buster's" name and concept in other foreign countries. The
         Company does not have any current plans to invest its own capital in
         any foreign operations. The Company's concept is untested outside the
         United States, and no assurance can be given that any international
         location will be successful. In addition, the Company's continued
         success is dependent to a substantial extent on its reputation, and its
         reputation may be affected by the performance of licensee-owned
         Complexes over which the Company will have limited control. Any
         international operations of the Company will also be subject to certain
         external business risks such as exchange rate fluctuations, political
         instability and a significant weakening of a local economy in which a
         foreign Complex is located. Certain provisions in a license agreement
         for the benefit of the Company may be subject to restrictions in
         foreign laws that limit the Company's ability to enforce such
         contractual provisions. In addition, it may be difficult to register
         and protect the Company's intellectual property rights in certain
         foreign countries.


         Competition

         The restaurant and entertainment industries are highly competitive.
         There are a great number of food and beverage service operations and
         entertainment businesses that compete directly and indirectly with the
         Company. Many of these entities are larger and have significantly
         greater financial resources and a greater number of units than does the
         Company. Although there are few other companies presently utilizing the
         concept of combining entertainment and restaurant operations to the
         same extent as the Company, the Company may encounter increased


                                       12

<PAGE>   13


         competition in the future, which may have an adverse effect on the
         profitability of the Company. In addition, the legislation of casino
         gambling in geographic areas near any restaurant/entertainment company
         would create the possibility for entertainment alternatives, which
         could have a material adverse effect on the Company's business.


         Government Regulations

         Various federal, state and local laws and permit and license
         requirements affect the Company's business. Significant numbers of
         hourly personnel at the Company's Complexes are paid at rates related
         to the federal minimum wage and, accordingly, legislated increases in
         the minimum wage will increase labor costs at the Company's Complexes.
         Other governmental initiatives such as mandated health insurance, if
         implemented, could adversely affect the Company as well as the
         restaurant industry in general.


         Stock Price Volatility

         The market price of the Common Stock could fluctuate substantially due
         to a variety of factors, including quarterly operating results of the
         Company or other restaurant or entertainment companies; changes in
         general conditions in the economy; the financial markets or the
         restaurant or entertainment industries; natural disasters; or other
         developments affecting the Company or its competitors. In addition, in
         recent years the stock market has experienced extreme price and volume
         fluctuations. This volatility has had a significant effect on the
         market prices of securities issued by many companies for reasons
         unrelated to the operating performance of these companies.


         Quarterly Fluctuations and Seasonality

         As a result of the substantial revenues associated with each new
         Restaurant/Entertainment Complex, the timing of new Complex openings
         will result in significant fluctuations in quarterly results. The
         Company expects seasonality to be a factor in the operation or results
         of its business in the future due to expected lower third quarter
         revenues due to the fall season, and expects higher fourth quarter
         revenues associated with the year-end holidays.


                                       13

<PAGE>   14



I
tem 2.  PROPERTIES

         As of January 30, 2000 the Company operated a total of 23 Complexes
         located in 13 states. The Company is currently utilizing all available
         land at its owned locations. The Company's real estate leases are with
         unrelated third parties except where noted.


<TABLE>
<CAPTION>
                                                    Owned or          Lease Expiration       Lease Expiration
           Location                   State     Leased Property             Date             Date with Options
           --------                   -----     ---------------       ----------------       -----------------
<S>                                   <C>       <C>                   <C>                    <C>
           Dallas (I)                  TX            Owned                   ---                    ---
           Dallas (II)                 TX            Leased             December 2002          December 2007
           Houston                     TX            Owned                   ---                    ---
           Atlanta                     GA            Owned                   ---                    ---
           Philadelphia                PA            Leased             January 2015*          January 2024
           Chicago (I)                 IL            Owned                   ---                    ---
           Chicago (II)                IL            Leased             January 2016           January 2026
           Hollywood                   FL           Leased**             April 2016             April 2031
           North Bethesda              MD            Leased             January 2018           January 2033
           Ontario                     CA            Leased             January 2018           January 2028
           Cincinnati                  OH            Leased             January 2018           January 2038
           Denver                      CO            Leased             December 2017          December 2032
           Utica                       MI            Leased               June 2018              June 2033
           Irvine                      CA            Leased               July 2018              July 2028
           Rockland County             NY            Leased             January 2019           January 2034
           Orange                      CA            Leased             January 2019           January 2029
           Columbus                    OH            Owned                   ---                    ---
           San Antonio                 TX            Leased            September 2018         September 2028
           Atlanta (II)                GA            Leased              March 2019             March 2034
           St. Louis                   MO            Leased               June 2019              June 2034
           Austin                      TX            Leased             December 2019          December 2034
           Jacksonville                FL            Owned                   ---                    ---
           Providence                  RI            Leased             December 2019          December 2034
</TABLE>


         *  The Company also leases additional parking facilities which expires
         January 2014. 

         ** The Company owns the building and leases the real property.

         The Company has also signed 20-year leases for Complexes due to open in
         fiscal 2000 in each of Milpitas, California; Westminster, Colorado;
         Pittsburgh, Pennsylvania; and San Diego, California. Twenty-year leases
         have also been signed for Miami, Florida and Phoenix, Arizona, which
         are scheduled to open in the year 2001 and 2002, respectively.
         Third-party leases typically provide for a minimum base rent,
         additional rent based on a percentage of revenues and payment of
         certain operating expenses.


                                       14

<PAGE>   15



Item 3.  LEGAL PROCEEDINGS.

         The Company is a defendant in litigation arising in the ordinary course
         of its business, including claims resulting from "slip and fall"
         accidents, claims under federal and state laws governing access to
         public accommodations, and employment-related claims. To date, none of
         such litigation, some of which is covered by insurance, has had a
         material effect on the Company.



Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         None.



                                     PART II



Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

         The Company's Common Stock traded on the Nasdaq National Market under
         the symbol DANB from June 26, 1995 until June 3, 1999. The following
         table summarizes the high and low sale prices per share of Common Stock
         for the applicable periods indicated, as reported on the Nasdaq
         National Market. Since June 4, 1999, the Company's Common Stock is
         traded on the New York Stock Exchange ("NYSE") under the symbol DAB.
         The following table summarizes the high and low sales prices per share
         of Common Stock for the applicable periods indicated, as reported by
         the NYSE.



<TABLE>
<S>                                                                     <C>              <C>
                     Fiscal Year 1997
                     First Quarter                                      $16.92           $12.67
                     Second Quarter                                      21.83            13.58
                     Third Quarter                                       22.50            20.17
                     Fourth Quarter                                      27.63            18.38


                     Fiscal Year 1998
                     First Quarter                                       27.75            21.13
                     Second Quarter                                      26.50            21.38
                     Third Quarter                                       22.63            10.50
                     Fourth Quarter                                      24.38            17.13


                     Fiscal Year 1999
                     First Quarter                                       23.25            18.06
                     Second Quarter                                      29.38            20.50
                     Third Quarter                                       26.88             8.75
                     Fourth Quarter                                      10.69             5.06
</TABLE>



         At April 20, 2000, the Company there were 2,172 holders of record.


         The Company has never paid cash dividends on its Common Stock and does
         not currently intend to do so as profits are reinvested into the
         Company to fund future expansion of its restaurant business. Payment of
         dividends in the future will depend upon the Company's growth,
         profitability, financial condition and other factors which the Board of
         Directors may deem relevant.

                                       15

<PAGE>   16



Item 6.  SELECTED FINANCIAL DATA.

The following table sets forth selected consolidated financial data for the
Company. This data should be read in conjunction with the Consolidated Financial
Statements of the Company and the Notes thereto included in Item 8 hereof and

Management's Discussion and Analysis of Financial Condition and Results of
Operations included in Item 7 hereof.


<TABLE>
<CAPTION>
                                        Fiscal Year          1999          1998          1997          1996          1995
                                                     (in thousands, except per share amounts and store data)
<S>                                                        <C>           <C>           <C>           <C>           <C>     
Income Statement Data
Food and beverage revenues                                 $121,390      $ 89,378      $ 64,703      $ 48,568      $ 28,554
Amusements and other revenues                               125,744        92,906        63,801        40,207        23,990
                                                           --------      --------      --------      --------      --------
            Total revenues                                  247,134       182,284       128,504        88,775        52,544

Cost of revenues                                             45,720        35,582        24,795        18,003        10,945
Operating payroll and benefits                               76,242        52,206        36,227        25,483        15,999
Other store operating expenses                               65,292        45,862        32,787        20,582        11,481
General and administrative expenses                          14,988        10,579         8,489         5,734         3,905
Depreciation and amortization expense                        19,884        12,163         8,470         5,647         3,538
Preopening costs                                              6,053         4,539         3,246         2,605           161
Earn-out and special compensation                                --            --            --            --         1,607
                                                           --------      --------      --------      --------      --------
            Total costs and expenses                        228,179       160,931       114,014        78,054        47,636

Operating income                                             18,955        21,353        14,490        10,721         4,908
Interest income (expense), net                               (3,339)           194         (179)          (38)           101
                                                           --------      --------      --------      --------      --------

Income before provision for income taxes
     and cumulative effect of a change in an
     accounting principle                                    15,616        21,547        14,311        10,683         5,009
Provision for income taxes                                    5,724         7,969         5,414         4,343         2,087
                                                           --------      --------      --------      --------      --------
Income before cumulative effect of a
     change in an accounting principle                        9,892        13,578         8,897         6,340         2,922
Cumulative effect of a change in an
     accounting principle, net of income
     tax benefit of $2,928                                    4,687            --            --            --            --
                                                           --------      --------      --------      --------      --------

            Net income                                      $ 5,205      $ 13,578       $ 8,897       $ 6,340       $ 2,922

Net income per share - basic
     Before cumulative effect of a change in
          an accounting principle                            $  .76       $  1.04        $  .77        $  .58        $  .34
     Cumulative effect of a change in an
          accounting principle                                  .36            --            --            --            --
                                                           --------      --------      --------      --------      --------
                                                             $  .40       $  1.04        $  .77        $  .58        $  .34

Net income per share - diluted
     Before cumulative effect of a change in
          an accounting principle                            $  .75       $  1.03        $  .76        $  .58        $  .34
     Cumulative effect of a change in an
          accounting principle                                  .36            --            --            --            --
                                                           --------      --------      --------      --------      --------
                                                             $  .39       $  1.03        $  .76        $  .58        $  .34

Weighted average shares outstanding
     Basic                                                   13,054        13,053        11,532        10,901         8,681
     Diluted                                                 13,214        13,246        11,711        10,969         8,681


Balance Sheet Data
Working capital                                             $ 8,957       $ 8,220      $ 26,408       $ 1,077       $ 5,634
Total assets                                                268,184       216,592       158,989        99,436        76,201
Long-term obligations                                        91,000        42,500        12,000        14,250           500
Stockholders' equity (1)                                    149,899       145,502       133,356        75,366        69,008


Number of Complexes Open at End of Period
Company operated                                                 23            17            12             9             7
</TABLE>


(1)      Prior to fiscal 1995, the Company was a subsidiary of Edison Brothers
         Stores, Inc.


                                       16

<PAGE>   17





Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS)


         FISCAL 1999 COMPARED TO FISCAL 1998

         Total revenues increased to $247,134 for fiscal 1999 from $182,284 for
         fiscal 1998, an increase of $64,850 or 36%. New stores opened in fiscal
         1999 (San Antonio, Texas; Atlanta, Georgia; St. Louis, Missouri;
         Austin, Texas; Jacksonville, Florida; and Providence, Rhode Island) and
         in fiscal 1998 (Utica, Michigan; Irvine, California; Rockland County,
         New York; Orange, California; and Columbus, Ohio) accounted for 109% of
         the increase. Revenues at comparable stores decreased 2.5% for fiscal
         1999. Increases in revenues were also attributable to a higher average
         guest check. Total revenues for fiscal 1999 from licensing agreements
         were $573.

         Cost of revenues increased to $45,720 for fiscal 1999 from $35,582 for
         fiscal 1998, an increase of $10,138 or 29%. The increase was
         principally attributable to the 36% increase in revenues. As a
         percentage of revenues, cost of revenues decreased to 18.5% in fiscal
         1999 from 19.5% in fiscal 1998 due to lower food, beverage and
         amusement costs.

         Operating payroll and benefits increased to $76,242 for fiscal 1999
         from $52,206 for fiscal 1998, an increase of $24,036 or 46%. As a
         percentage of revenue, operating payroll and benefits increased to
         30.9% in fiscal 1999 from 28.6% in fiscal 1998 due to higher variable
         and fixed labor costs and higher taxes and benefits.

         Other store operating expenses increased to $65,292 for fiscal 1999
         from $45,862 for fiscal 1998, an increase of $19,430 or 42%. As a
         percentage of revenues, other store operating expenses were 26.4% of
         revenues in fiscal 1999 as compared to 25.2% of revenues in fiscal
         1998. Other store operating expenses were higher due to reduced
         utilities and fixed costs at the stores offset by higher occupancy
         costs associated with new stores opened in fiscal 1999 and in fiscal
         1998.


                                       17

<PAGE>   18


         General and administrative expenses increased to $14,988 for fiscal
         1999 from $10,579 for fiscal 1998, an increase of $4,409 or 42%. The
         increase over the prior comparable period resulted from increased
         administrative payroll and related costs for new personnel, and
         additional costs associated with the Company's future growth plans. As
         a percentage of revenues, general and administrative expenses increased
         to 6.1% in fiscal year 1999 from 5.8% in fiscal year 1998.

         Depreciation and amortization expense increased to $19,884 for fiscal
         1999 from $12,163 for fiscal 1998, an increase of $7,721 or 64%. As a
         percentage of revenues, depreciation and amortization increased to 8.0%
         from 6.7% for the comparable prior period. The increase was
         attributable to new stores opened in fiscal 1999 and in fiscal 1998.

         Preopening costs increased to $6,053 for fiscal 1999 from $4,539 for
         fiscal 1998, an increase of $1,514 or 33%. As a percentage of revenues,
         preopening costs were 2.4% for fiscal 1999 as compared to 2.5% for
         fiscal 1998.

         The Company adopted Statement of Position 98-5 ("SOP 98-5"), "Reporting
         on the Costs of Start-Up Activities", in the first quarter of 1999.
         This new accounting standard requires the Company to expense all
         start-up and preopening costs as they are incurred. The Company
         previously deferred such costs and amortized them over the twelve-month
         period following the opening of each store. The cumulative effect of
         this accounting change, net of income tax benefit of $2,928, was
         $4,687.

         Interest expense - net for fiscal 1999 was $3,339 versus an interest
         income - net of $194 for fiscal 1998. The increase was primarily due to
         higher average debt in 1999 versus 1998.

         The effective tax rate for fiscal year 1999 was 36.7% as compared to
         37.0% for fiscal year 1998, and the result of a lower effective state
         tax rate.



         FISCAL 1998 COMPARED TO FISCAL 1997

         Total revenues increased to $182,284 for fiscal 1998 from $128,504 for
         fiscal 1997, an increase of $53,780 or 42%. New stores opened in fiscal
         1998 (Utica, Michigan; Irvine, California; Rockland County, New York;
         Orange, California; and Columbus, Ohio) and in fiscal 1997 (Ontario,
         California; Cincinnati, Ohio; and Denver, Colorado) accounted for 93%
         of the increase. Revenues at comparable stores increased 6% for fiscal
         1998. Increases in revenues were also attributable to a higher average
         guest check. Total revenues for fiscal 1998 from the Bass licensing
         agreement were $395. Food and beverage revenues, as a percentage of
         total revenues, have decreased in comparison to prior year levels as a
         result of higher percentage of floor space devoted to entertainment
         activities within the Company's new stores; the national trend towards
         lower alcoholic beverage consumption; and the continuing impact of the
         Power Card.

         Cost of revenues increased to $35,582 for fiscal 1998 from $24,795 for
         fiscal 1997, an increase of $10,787 or 44%. The increase was
         principally attributable to the 42% increase in revenues. As a
         percentage of revenues, cost of revenues increased to 19.5% in fiscal
         1998 from 19.3% in fiscal 1997 due to higher amusement redemption
         costs.

         Operating payroll and benefits increased to $52,206 for fiscal 1998
         from $36,227 for fiscal 1997, an increase of $15,979 or 44%. As a
         percentage of revenue, operating payroll and benefits increased to
         28.6% in fiscal 1998 from 28.2% in fiscal 1997 due to higher variable
         labor costs.


                                       18

<PAGE>   19


         Other store operating expenses increased to $45,862 for fiscal 1998
         from $32,787 for fiscal 1997, an increase of $13,075 or 40%. As a
         percentage of revenues, other store operating expenses were 25.2% of
         revenues in fiscal 1998 as compared to 25.5% of revenues in fiscal
         1997. Other store operating expenses were lower due to reduced repair
         and maintenance and fixed costs at the stores offset by higher
         occupancy costs associated with new stores opened in fiscal 1998 and in
         fiscal 1997.

         General and administrative expenses increased to $10,579 for fiscal
         1998 from $8,489 for fiscal 1997, an increase of $2,090 or 25%. The
         increase over the prior comparable period resulted from increased
         administrative payroll and related costs for new personnel, and
         additional costs associated with the Company's future growth plans. As
         a percentage of revenues, general and administrative expenses decreased
         to 5.8% in fiscal year 1998 from 6.6% in fiscal year 1997.

         Depreciation and amortization expense increased to $12,163 for fiscal
         1998 from $8,470 for fiscal 1997, an increase of $3,693 or 44%. As a
         percentage of revenues, depreciation and amortization increased to 6.7%
         from 6.6% for the comparable prior period. The increase was
         attributable to new stores opened in fiscal 1998 and in fiscal 1997.

         Preopening cost amortization increased to $4,539 for fiscal 1998 from
         $3,246 for fiscal 1997, an increase of $1,293 or 40%. As a percentage
         of revenues, preopening cost amortization was 2.5% for both fiscal 1998
         and 1997.

         Interest income - net for fiscal 1998 was $194 versus an interest
         expense - net of $179 for fiscal 1997. The increase was primarily due
         to higher average debt in 1997 versus 1998.

         The effective tax rate for fiscal year 1998 was 37.0% as compared to
         37.8% for fiscal year 1997, and the result of a lower effective state
         tax rate.


         LIQUIDITY AND CAPITAL RESOURCES

         Cash flows from operations decreased to $24,940 for fiscal 1999 from
         $28,246 for fiscal 1998. The decrease was attributable to a decrease in
         profitability and the timing of operational receipts and payments.

         The Company has a secured revolving line of credit, which permits
         borrowing up to a maximum of $100,000. Borrowings under this facility
         bear interest at a floating rate based on the London Interbank Offered
         Rate ("LIBOR") or, at the Company's option, the bank's prime rate plus,
         in each case, a margin based upon financial performance (8.3% at
         January 30, 2000) and is secured by all capital stock or equity
         interest in the stock of the Company and its subsidiaries. The
         facility, which matures in May 2001, has certain financial covenants
         including a minimum consolidated tangible net worth level, a maximum
         leverage ratio, minimum fixed charge coverage and maximum level of
         capital expenditures on new stores. At January 30, 2000, $8,600 was
         available under this facility.

         The Company entered into an agreement that expired in 1999, to fix its
         variable-rate debt to fixed-rate debt on notional amounts aggregating
         $45,000. In 1999, the Company terminated the agreement resulting in a
         $40 gain.

         The Company's plan is to open four Complexes in fiscal 2000 and 2001,
         respectively. The Company estimates that its capital expenditures will
         be approximately $42,000 and $47,000 for 2000 and 2001, respectively.
         The Company intends to finance this development with cash flow from
         operations and additional borrowings from credit facilities.


                                       19

<PAGE>   20


         QUARTERLY FLUCTUATIONS, SEASONALITY, AND INFLATION

         As a result of the substantial revenues associated with each new
         Complex, the timing of new Complex openings will result in significant
         fluctuations in quarterly results. The Company expects seasonality to
         be a factor in the operation or results of its business in the future
         due to expected lower third quarter revenues due to the fall season,
         and expects higher fourth quarter revenues associated with the year-end
         holidays. The effects of supplier price increases have not been
         material. The Company believes low inflation rates in its market areas
         have contributed to stable food and labor costs in recent years.
         However, there is no assurance that low inflation rates will continue
         or that the Federal minimum wage rate will not increase.


         IMPACT OF THE YEAR 2000 ISSUE

         In prior years, the Company discussed the nature and progress of its
         plans to become Year 2000 ready. In late 1999, the Company completed
         its remediation and testing of systems. As a result of those planning
         and implementation efforts, the Company experienced no significant
         disruptions in mission critical information technology and
         non-information technology systems and believes those systems
         successfully responded to the Year 2000 date change. The Company
         incurred approximately $4,300 in software costs, fees and expenses
         during 1999 in connection with remediating its systems. The Company
         will continue to monitor its mission critical computer applications and
         those of its suppliers and vendors throughout the year 2000 to ensure
         that any latent Year 2000 matters that may arise are addressed
         promptly.


         MARKET RISK

         The Company's market risk exposure relates to changes in the general
         level of interest rates. The Company's earnings are affected by changes
         in interest rates due to the impact those changes have on its interest
         expense from variable-rate debt. If interest rates increased 10% from
         the floating rates as of January 30, 2000, interest expense for the
         year ended February 4, 2001 would increase by approximately $773. This
         amount is determined by considering the impact of hypothetical rates on
         the Company's variable-rate debt as of January 30, 2000, adjusted for
         known cash commitments during 2000.


         "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM
         ACT OF 1995

         Certain statements in this Annual Report are not based on historical
         facts but are "forward-looking statements" that are based on numerous
         assumptions made as of the date of this report. Forward looking
         statements are generally identified by the words "believes", "expects",
         "intends", "anticipates", "scheduled", and similar expressions. Such
         forward-looking statements involve known and unknown risks,
         uncertainties, and other factors which may cause the actual results,
         performance, or achievements of Dave & Buster's, Inc. to be materially
         different from any future results, performance, or achievements
         expressed or implied by such forward-looking statements. Such factors
         include, among others, the following: general economic and business
         conditions; competition; availability; locations and terms of sites for
         Complex development; quality of management; changes in, or the failure
         to comply with, government regulations; and other risks indicated in
         this filing.


                                       20

<PAGE>   21



I
tem 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company's market risk exposure relates to changes in the general
         level of interest rates. The Company's earnings are affected by changes
         in interest rates due to the impact those changes have on its interest
         expense from variable-rate debt. If interest rates increased 10% from
         the floating rates as of January 30, 2000, interest expense for the
         year ended February 4, 2001 would increase by approximately $773. This
         amount is determined by considering the impact of hypothetical rates on
         the Company's variable-rate debt as of January 30, 2000, adjusted for
         known cash commitments during 2000.



Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         See Item 14(a)(1).


Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

         None.


                                       21

<PAGE>   22



                                    PART III


Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         A brief description of each executive officer of the Company is
         provided below. All officers serve at the discretion of the Board of
         Directors, except as provided below. The information set under the
         caption "Directors and Executive Officers" in the Company's Proxy
         statement dated April 21, 2000, for the annual meeting of stockholders
         on June 5, 2000 is incorporated herein by reference.

         Mr. David O. Corriveau, 48, a co-founder of the Dave & Buster's concept
         in 1982, has served as Co-Chief Executive Officer and President since
         June 1995, and as a director of the Company since May 1995 and as
         Co-Chairman of the Board since February 1996. Mr. Corriveau served as
         President and Chief Executive Officer of D&B Holding (a predecessor of
         the Company) from 1989 through June 1995. From 1982 to 1989, Messrs.
         Corriveau and Corley operated the Company's business.

         Mr. James W. Corley, 48, a co-founder of the Dave & Buster's concept in
         1982, has served as Co-Chief Executive Officer and Chief Operating
         Officer since June 1995, and as a director of the Company since May
         1995 and as Co-Chairman of the Board since February 1996. Mr. Corley
         served as Executive Vice President and Chief Operating Officer of D&B
         Holding from 1989 through June 1995. From 1982 to 1989, Messrs. Corley
         and Corriveau operated the Company's business.

         Mr. Barry N. Carter, 52, has served as Vice President of Store Support
         since June 1995 and as Vice President and Director of Store Support of
         D&B Holding from November 1994 to June 1995. From 1982 to November
         1994, he served in operating positions of increasing responsibilities
         for the Company and its predecessors.

         Ms. Nancy J. Duricic, 45, has served as Vice President of Human
         Resources since December 1997. From June 1989 to June 1997, she served
         in human resources positions of increasing responsibilities in other
         companies, most recently as Vice President of Human Resources for Eljer
         Industries, Inc.

         Mr. Carl Gentile, 42, has served as Vice President, Chief Information
         Officer since December 1999. From January 1997 to December 1999, he
         served as Chief Information Officer for Zurn Industries. Mr. Gentile
         served as Vice President, Information Services of LeFebure Corporation
         from October 1994 to December 1996.

         Mr. Cory J. Haynes, 39, has served as Vice President of International
         Operations since March, 2000 and Vice President of Beverage Operations
         since May 1998. He served as Vice President, Assistant Director of
         Operations from September 1996 to May 1998, and from January 1996 to
         September 1996, as Corporate Director of Management and Development.
         From 1982 to January 1996, he served in operating positions of
         increasing responsibilities for the Company and its predecessors.

         Mr. Jeffrey A. Jahnke, 45, has served as Controller, Vice President of
         Accounting for the Company since January 2000. From May 1998 to
         December 1999 he was a consultant primarily in the hospitality
         business. Mr. Jahnke was with ClubCorp International, Inc. from 1983 to
         1998 in various financial positions of increasing responsibilities, his
         most recent position being Vice President of Accounting.


                                       22

<PAGE>   23


         Mr. Charles Michel, 46, has served as Vice President and Chief
         Financial Officer since February 1996, as Chief Financial Officer of
         the Company since June 1995 and as Chief Financial Officer of D&B
         Holding from November 1994 to June 1995.

         Mr. Reginald M. Moultrie, 44, has served as Vice President of
         Amusements since January 1999, as Vice President of Games and
         Merchandising from April 1998 to January 1999, and as Director of
         Amusements from February 1997 to April 1998. Mr. Moultrie served as
         Vice President of Sales for Skeeball, Inc. from 1993 to 1997.

         Mr. Alan L. Murray, 54, has served as Vice President, General Counsel
         and Secretary since February 1996 and as Secretary and Director of
         Legal and Administration since June 1995. Mr. Murray served as Director
         of Legal and Administration of D&B Holding from November 1994 until
         June 1995.

         Mr. Stuart A. Myers, 39, has served as Vice President of Marketing
         since January 2000. From September 1996 to December 1999 he served as
         Vice President of Marketing for Whataburger, Inc. Mr. Myers served as
         Senior Vice President/Restaurant Group Account Director at Levenson &
         Hill Advertising from July 1993 to September 1996.

         Mr. J. Michael Plunkett, 49, has served as Vice President of
         Information Systems since November 1996, as Vice President, Director of
         Training from June 1995 until November 1996 and as Vice President and
         Director of Training of D&B Holding from November 1994 to June 1995.
         From 1982 to November 1994, he served in operating positions of
         increasing responsibilities for the Company and its predecessors.

         Mr. Sterling R. Smith, 47, has served as Vice President of Operations
         since June 1995 and as Vice President and Director of Operations of D&B
         Holding from November 1994 to June 1995. From 1983 to November 1994,
         Mr. Smith served in operating positions of increasing responsibility
         for the Company and its predecessors.

         Mr. Bryan L. Spain, 52, has served as Vice President of Real Estate
         since March 1997. From 1993 until joining Dave & Buster's, Mr. Spain
         managed the Real Estate Acquisition and Development Program for
         Incredible Universe and Computer City Divisions of Tandy Corporation.
         In addition, from 1991 to 1993, Mr. Spain served as Director, Real
         Estate Financing for Tandy Corporation.

         Mr. Robert R. Thomson, 43, has served as Vice President of Purchasing
         since March of 1999. From 1996 until joining Dave & Buster's, Mr.
         Thomson managed the Purchasing function for the Italian Concepts of
         Brinker International with ultimate responsibility for Romano's
         Macaroni Grill. Prior to joining Brinker, Mr. Thomson spent 1994-1996
         as Director of Purchasing for JMC Restaurant Distribution, the
         distribution arm of CiCi's Pizza, at the time, a 160 unit Dallas based
         chain.


                                       23

<PAGE>   24



Item 11.  COMPENSATION INFORMATION

          The information set under the caption "Election of Directors" in the
          Company's Proxy Statement dated April 28, 2000, for the annual meeting
          of stockholders on June 5, 2000 is incorporated herein by reference.



Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

          The information set under the caption "Beneficial Ownership of Common
          Stock" in the Company's Proxy Statement dated April 28, 2000, for the
          annual meeting of stockholders on June 5, 2000 is incorporated herein
          by reference.



Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

          The information set under caption "Election of Directors - Certain
          Transactions" in the Company's Proxy Statement dated April 28, 2000,
          for the annual meeting of stockholders on June 5, 2000 is incorporated
          herein by reference.


                                       24

<PAGE>   25



                                     PART IV


Item 14.  EXHIBITS, FINANCIAL STATEMENTS AND REPORTS OF FORM 8-K.

          (a)      (1) Financial Statements


<TABLE>
<CAPTION>
                                                                                        Page
                                                                                        ----
<S>                                                                                   <C>
               Consolidated Balance Sheets -
                  January 30, 2000 and January 31, 1999                                  F-1

               Consolidated Statements of Income -
                  Fiscal years ended January 30, 2000, January 31, 1999,
                  and February 1, 1998                                                   F-2

               Consolidated Statements of Stockholders' Equity - 
                  Fiscal years ended January 30, 2000, January 31, 1999, and 
                  February 1, 1998                                                       F-3

               Consolidated Statements of Cash Flows - 
                  Fiscal years ended January 30, 2000, January 31, 1999, and 
                  February 1,1998                                                        F-4

               Notes to Consolidated Financial Statements                              F-5 - F-11

               Report of Independent Auditors                                            F-12
</TABLE>


All schedules are omitted as the required information is inapplicable or the
information is presented in the financial statements or related notes.

(a)       (3)  Exhibits.

Reference is made to the Exhibit Index preceding the exhibits attached hereto
for a list of all exhibits filed as a part of this Report.

          (b)      Reports of Form 8-K.

The Company was not required to file a current report on Form 8-K during the
thirteen weeks ended January 30, 2000.


                                       25

<PAGE>   26



                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                               Dave & Buster's, Inc.
                                               a Missouri corporation





                                               By: /s/ Charles Michel
                                                   -----------------------------
                                                   Charles Michel,
                                                   Vice President and Chief
                                                   Financial Officer


Dated:    April 28, 2000


                                       26

<PAGE>   27


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons of the registrant and in the
capacities indicated on April 28, 2000.


<TABLE>
<CAPTION>
         Name                                             Title
         ----                                             -----
<S>                                            <C>
/s/ David O. Corriveau                         Co-Chairman of the Board,
---------------------                          Co-Chief Executive Officer, President, 
David O. Corriveau                             and Director                           
                                               (Principal Executive Officer)          
                                               

/s/ James W. Corley                            Co-Chairman of the Board,
-------------------                            Co-Chief Executive Officer, Chief
James W. Corley                                Operating Officer and Director     
                                               

/s/ Charles Michel                             Vice President and Chief Financial
------------------                             Officer                            
Charles Michel                                 (Principal Financial and Accounting    
                                               Officer)                           
                                               

---------------                                Director
Allen J. Bernstein


/s/ Peter A. Edison                            Director
-------------------
Peter A. Edison


/s/ Bruce H. Hallett                           Director
--------------------
Bruce H. Hallett


/s/ Walter S. Henrion                          Director
---------------------
Walter S. Henrion


---------------                                Director
Mark A. Levy


----------------------                         Director
Christopher C. Maguire
</TABLE>



                                       27

<PAGE>   28


CONSOLIDATED BALANCE SHEETS
DAVE & BUSTER'S, INC.


<TABLE>
<CAPTION>
                                                                                       January 30,  January 31,
in thousands, except share and per share amounts                                           2000         1999
                                                                                       -----------  -----------
<S>                                                                                    <C>          <C>        
Assets
Current assets:
     Cash and cash equivalents                                                         $     3,091  $     4,509
     Inventories                                                                            16,243       10,811
     Prepaid expenses                                                                        2,104        1,743
     Preopening costs                                                                           --        7,369
     Other current assets                                                                    5,582        5,286
                                                                                       -----------  -----------
          Total current assets                                                              27,020       29,718
Property and equipment, net (note 2)                                                       232,216      177,910
Goodwill, net of accumulated amortization of $1,883 and $1,502                               7,826        8,206
Other assets                                                                                 1,122          758
                                                                                       -----------  -----------
Total assets                                                                           $   268,184  $   216,592


Liabilities and Stockholders' Equity
Current liabilities:
     Accounts payable                                                                  $    11,868  $    13,695
     Accrued liabilities (note 3)                                                            4,858        3,785
     Deferred income taxes (note 5)                                                          1,337        4,018
                                                                                       -----------  -----------
          Total current liabilities                                                         18,063       21,498
Deferred income taxes (note 5)                                                               6,377        5,638
Other liabilities                                                                            2,845        1,454
Long-term debt (note 4)                                                                     91,000       42,500
Commitments and contingencies (notes 4,6 and 11) Stockholders' equity (note 7):
     Preferred stock, 10,000,000 authorized; none issued                                        --           --
     Common stock, $0.01 par value, 50,000,000 authorized:
          12,953,375 and 13,069,050 shares issued and outstanding
          as of January 30, 2000 and January 31, 1999, respectively                            131          131
     Paid in capital (note 9)                                                              115,659      114,621
     Retained earnings                                                                      35,955       30,750
                                                                                       -----------  -----------
                                                                                           151,745      145,502
     Less:  treasury stock, at cost (175,000 shares at January 30, 2000)                     1,846           --
                                                                                       -----------  -----------
          Total stockholders' equity                                                       149,899      145,502
                                                                                       -----------  -----------
          Total liabilities and stockholders' equity                                   $   268,184  $   216,592
</TABLE>




See accompanying notes to consolidated financial statements.


                                      F-1

<PAGE>   29


CONSOLIDATED STATEMENTS OF INCOME
DAVE & BUSTER'S, INC.


<TABLE>
<CAPTION>
in thousands, except per share amounts                                Fiscal Year 1999       1998          1997
<S>                                                                        <C>            <C>           <C>        
Food and beverage revenues                                                 $   121,390    $    89,378   $    64,703
Amusement and other revenues                                                   125,744         92,906        63,801
                                                                           -----------    -----------   -----------
     Total revenues                                                            247,134        182,284       128,504


Cost of revenues                                                                45,720         35,582        24,795
Operating payroll and benefits                                                  76,242         52,206        36,227
Other store operating expenses                                                  65,292         45,862        32,787
General and administrative expenses                                             14,988         10,579         8,489
Depreciation and amortization expense                                           19,884         12,163         8,470
Preopening costs                                                                 6,053          4,539         3,246
                                                                           -----------    -----------   -----------
     Total costs and expenses                                                  228,179        160,931       114,014


Operating income                                                                18,955         21,353        14,490
Interest income (expense), net                                                  (3,339)           194          (179)
                                                                           -----------    -----------   -----------


Income before provision for income taxes
     and cumulative effect of a change in an
     accounting principle                                                       15,616         21,547        14,311
Provision for income taxes (note 5)                                              5,724          7,969         5,414
                                                                           -----------    -----------   -----------

Income before cumulative effect of a
     change in an accounting principle                                           9,892         13,578         8,897

Cumulative effect of a change in an accounting
     principle, net of income tax benefit of $2,928                              4,687             --            --
                                                                           -----------    -----------   -----------

Net income                                                                 $     5,205    $    13,578   $     8,897

Net income per share - basic
     Before cumulative effect of a change in an accounting principle       $       .76    $      1.04   $       .77
     Cumulative effect of a change in an accounting principle                      .36             --            --
                                                                           -----------    -----------   -----------
                                                                           $       .40    $      1.04   $       .77
Net income per share - diluted
     Before cumulative effect of a change in an accounting principle       $       .75    $      1.03   $       .76
     Cumulative effect of a change in an accounting principle                      .36             --            --
                                                                           -----------    -----------   -----------
                                                                           $       .39    $      1.03   $       .76

Weighted average shares outstanding
     Basic                                                                      13,054         13,053        11,532
     Diluted                                                                    13,214         13,246        11,711
</TABLE>




See accompanying notes to consolidated financial statements.


                                      F-2

<PAGE>   30


CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
DAVE & BUSTER'S, INC.


<TABLE>
<CAPTION>
                                                     Common Stock             
                                               -------------------------     Paid in       Retained       Treasury             
in thousands                                     Shares         Amount       Capital       Earnings         Stock           Total
<S>                                            <C>           <C>           <C>            <C>            <C>            <C>        
Balance, February 2, 1997                          10,902            109   $    66,963    $     8,294    $        --    $    75,366


Proceeds from exercising stock options                 17             --           203             --             --            203
Tax benefit related to stock
     option exercises                                  --             --            54             --             --             54
Purchase of fractional shares from
     three-for-two stock split                         --             --            --            (19)            --            (19)
Issuance of common stock,
     net of offering costs                          2,100             21        48,834             --             --         48,855
Net income                                             --             --            --          8,897             --          8,897
                                               ----------    -----------   -----------    -----------    -----------    -----------
Balance, February 1, 1998                          13,019            130       116,054         17,172             --        133,356


Proceeds from exercising stock
     options                                           50              1           603             --             --            604
Tax benefit related to stock
     option exercises                                  --             --           208             --             --            208
Spin-off and related transactions (note 9)             --             --        (2,244)            --             --         (2,244)
Net income                                             --             --            --         13,578             --         13,578
                                               ----------    -----------   -----------    -----------    -----------    -----------
Balance, January 31, 1999                          13,069    $       131   $   114,621    $    30,750             --    $   145,502

Proceeds from exercising stock options                 59             --           786             --             --            786
Tax benefit related to stock option exercises          --             --           252             --             --            252
Purchase of treasury stock                           (175)            --            --             --         (1,846)        (1,846)
Net income                                             --             --            --          5,205             --          5,205
                                               ----------    -----------   -----------    -----------    -----------    -----------
Balance, January 30, 2000                          12,953    $       131   $   115,659    $    35,955    $    (1,846)   $   149,899
</TABLE>




See accompanying notes to consolidated financial statements.


                                      F-3

<PAGE>   31


CONSOLIDATED STATEMENTS OF CASH FLOWS
DAVE & BUSTER'S, INC.



<TABLE>
<CAPTION>
in thousands                                              Fiscal Year         1999          1998          1997
<S>                                                       <C>               <C>           <C>           <C>       
Cash flows from operating activities
     Net income                                                             $    5,205    $   13,578    $    8,897
     Adjustments to reconcile net income to net cash
          provided by operating activities:
               Cumulative effect of change in an accounting principle            4,687            --            --
               Depreciation and amortization                                    19,884        16,702        11,716
               Provision for deferred income taxes                                 986         4,159         2,249
               Changes in assets and liabilities
                    Inventories                                                 (5,432)       (4,589)       (2,332)
                    Prepaid expenses                                              (361)         (509)         (353)
                    Preopening costs                                                --        (8,493)       (4,714)
                    Other assets                                                  (666)       (3,401)       (1,311)
                    Accounts payable                                            (1,827)        9,620           901
                    Accrued liabilities                                          1,073           530         1,508
                    Income taxes payable                                            --            --          (924)
                    Other liabilities                                            1,391           649            79
                                                                            ----------    ----------    ----------
Net cash provided by operating activities                                       24,940        28,246        15,716
Cash flows from investing activities:
     Capital expenditures                                                      (73,798)      (75,621)      (40,101)
     Purchase of short-term investments                                             --            --        (8,507)
     Proceeds from sale of short-term investments                                   --         8,507            --
                                                                            ----------    ----------    ----------
Net cash used in investing activities                                          (73,798)      (67,114)      (48,608)
                                                                            ----------    ----------    ----------
Cash flows from financing activities:
     Purchase of treasury stock                                                 (1,846)           --            --
     Spin-off and related transactions                                              --        (2,244)           --
     Borrowings under long-term debt                                            50,000        33,500        18,519
     Repayments of long-term debt                                               (1,500)       (3,000)      (20,769)
     Proceeds from issuance of common stock, net                                   786           812        49,093
                                                                            ----------    ----------    ----------
Net cash provided by financing activities                                       47,440        29,068        46,843
                                                                            ----------    ----------    ----------
Increase (decrease) in cash and cash equivalents                                (1,418)       (9,800)       13,951
Beginning cash and cash equivalents                                              4,509        14,309           358
                                                                            ----------    ----------    ----------

Ending cash and cash equivalents                                            $    3,091    $    4,509    $   14,309

Supplemental disclosures of cash flow information:
     Cash paid for income taxes                                             $    4,188    $    5,674    $    4,693
     Cash paid for interest, net of amounts capitalized                     $    3,455    $      263    $      727
</TABLE>




See accompanying notes to consolidated financial statements.


                                      F-4

<PAGE>   32



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DAVE & BUSTER'S, INC.

IN THOUSANDS EXCEPT PER SHARE AMOUNTS

NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION - The consolidated financial statements include the
accounts of Dave & Buster's, Inc. and all wholly-owned subsidiaries (the
"Company"). All material intercompany accounts and transactions have been
eliminated in consolidation. The Company's one industry segment is the ownership
and operation of restaurant/entertainment complexes (a "Complex" or "Store")
under the name "Dave & Buster's," which are principally located in the United
States.

USE OF ESTIMATES - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make certain
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.

FISCAL YEAR - The Company's fiscal year ends on the Sunday after the Saturday
closest to January 31. References to 1999, 1998, and 1997 are to the 52 weeks
ended January 30, 2000, January 31, 1999, and February 1, 1998.

INVENTORIES - Inventories, which consist of food, beverage, merchandise, and
supplies, are reported at the lower of cost or market determined on a first-in,
first-out method.

PREOPENING COSTS - The Company adopted Statement of Position 98-5 ("SOP 98-5"),
"Reporting on the Costs of Start-Up Activities," in the first quarter of fiscal
1999. This new accounting standard requires the Company to expense all start-up
and preopening costs as they are incurred. The Company previously deferred such
costs and amortized them over the twelve-month period following the opening of
each store. The cumulative effect of this accounting change, net of income tax
benefit of $2,928, was $4,687.

PROPERTY AND EQUIPMENT - Expenditures for new facilities and those which
substantially increase the useful lives of the property, including interest
during construction, are capitalized. Interest capitalized in 1999, 1998, and
1997 was $1,623, $1,375, and $851, respectively. Equipment purchases are
capitalized at cost. Property and equipment lives are estimated as follows:
buildings, 40 years; leasehold and building improvements, shorter of 20 years or
lease life; furniture, fixtures and equipment, 5 to 10 years; games, 5 years.

GOODWILL - Goodwill of $8,952 is being amortized over 30 years. Whenever there
is an indication of impairment, the Company evaluates the recoverability of
goodwill using future undiscounted cash flows.

DEPRECIATION AND AMORTIZATION - Property and equipment, excluding most games,
are depreciated on the straight-line method over the estimated useful life of
the assets. Games are generally depreciated on the 150%-double-declining-balance
method over the estimated useful lives of the assets. Intangible assets are
amortized on the straight-line method over estimated useful lives as follows:
trademarks over statutory lives; lease rights over remaining lease terms.

INTEREST RATE SWAP AGREEMENTS - The Company enters into interest rate swap
agreements to effectively convert a portion of its variable-rate borrowings into
fixed-rate obligations. The interest rate differential to be received or paid is
recognized over the lives of the agreements as an adjustment to interest
expense.

INCOME TAXES - The Company uses the liability method which recognizes the amount
of current and deferred taxes payable or refundable at the date of the financial
statements as a result of all events that have been recognized in the financial
statements and as measured by the provisions of enacted tax laws.


                                      F-5

<PAGE>   33


STOCK OPTION PLAN - The Company has elected to follow Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25") and
related Interpretations in accounting for its employee stock options because the
alternative fair value accounting provided for under SFAS No. 123, "Accounting
for Stock-Based Compensation", requires use of option valuation models that were
not developed for use in valuing employee stock options. Under APB 25, because
the exercise price of the Company's employee stock options equals the market
price of the underlying stock on the date of grant, no compensation expense is
recognized.

REVENUE RECOGNITION - Foreign license revenues are deferred until the Company
fulfills its obligations under license agreements, which is upon the opening of
the Complex. The license agreements provide for continuing royalty fees based on
percentage of gross revenues and are recognized when assured. Food, beverage,
and amusement revenues are recorded at point of sale.

TREASURY STOCK - During fiscal 1999, the Company's Board of Directors approved a
plan to repurchase up to 1,000 share of the Company's common stock. Pursuant to
the plan, the Company repurchased 175 shares of its common stock for
approximately $1,846

RECLASSIFICATION - Certain amounts for 1998 have been reclassified to conform to
1999 presentations.


NOTE 2:  PROPERTY AND EQUIPMENT


<TABLE>
<CAPTION>
                                              1999           1998
<S>                                        <C>           <C>       
Land ...................................   $   11,308    $    8,192
Buildings ..............................       55,067        40,865
Leasehold and building improvements ....       81,077        52,856
Games ..................................       54,472        36,283
Furniture, fixtures, and equipment .....       56,597        38,179
Construction in progress ...............       27,250        36,028
                                           ----------    ----------
     Total cost ........................      285,771       212,403
Accumulated depreciation ...............      (53,555)      (34,493)
                                           ----------    ----------

                                           $  232,216    $  177,910
</TABLE>



NOTE 3:  ACCRUED LIABILITIES

Accrued liabilities consist of the following:


<TABLE>
<CAPTION>
                                              1999          1998
<S>                                        <C>           <C>       
Payroll.................................   $      436    $      865
Sales and use tax.......................        2,063         1,046
Real estate tax.........................        1,744           674
Other...................................          615         1,200
                                           ----------    ----------

                                           $    4,858    $    3,785
</TABLE>



                                      F-6

<PAGE>   34


NOTE 4:  LONG-TERM DEBT

The Company has a secured revolving line of credit which permits borrowing up to
a maximum of $100,000. At January 30, 2000, $8,600 was available under this
facility. Borrowings under this facility bear interest at a floating rate based
on LIBOR or, at the Company's option, the bank's prime rate plus, in each case,
a margin based upon financial performance (8.3% at January 30, 2000) and is
secured by all capital stock or equity interest in the stock of the Company's
subsidiaries. The facility, which matures in May 2001, has certain financial
covenants including a minimum consolidated tangible net worth level, a maximum
leverage ratio, minimum fixed charge covenant and maximum level of capital
expenditures on new stores. The fair value of the Company's long-term debt
approximates its carrying value.

The Company entered into an agreement that expired in 1999, to fix its
variable-rate debt to fixed-rate debt on notional amounts aggregating $45,000.
In 1999, the Company terminated the agreement resulting in a $40 gain.

NOTE 5:  INCOME TAXES


<TABLE>
<CAPTION>
                                                    1999        1998        1997
<S>                                                  <C>         <C>         <C>
Current expense
     Federal .............................        $4,242      $3,188      $2,802
     State and local .....................           496         622         363
Deferred tax expense .....................           986       4,159       2,249
                                                  ------      ------      ------
     Total provision for income taxes ....        $5,724      $7,969      $5,414
</TABLE>


Significant components of the deferred tax liabilities and assets in the
consolidated balance sheets are as follows:


<TABLE>
<CAPTION>
                                                  1999        1998        1997
<S>                                             <C>         <C>         <C>     
Accelerated depreciation ....................   $  7,475    $  6,215    $  3,893
Preopening costs ............................         --       2,928       1,411
Prepaid expenses ............................        130         131         112
Capitalized interest costs ..................      1,346       1,022         463
                                                --------    --------    --------
     Total deferred tax liabilities .........      8,951      10,296       5,879


Worker's compensation .......................        330         183         168
Net asset basis difference at acquisition ...         --          --          25
Other .......................................        907         457         189
                                                --------    --------    --------
     Total deferred tax assets ..............      1,237         640         382
                                                --------    --------    --------
Net deferred tax liability ..................   $ (7,714)   $ (9,656)   $ (5,497)
</TABLE>


Reconciliation of federal statutory rates to effective income tax rates:


<TABLE>
<CAPTION>
                                                     1999        1997        1998
<S>                                                 <C>         <C>         <C>
Federal corporate statutory rate .........           35.0%       35.0%       35.0%
State and local income taxes, net
     of federal income tax benefit .......            2.1%        1.9%        1.6%
Goodwill amortization and other
     nondeductible expenses ..............            2.2%        1.5%        1.8%
Tax credits ..............................           (1.9)%      (1.4)%      (1.4)%
Effect of change in deferred tax rate ....           (2.4)%      (1.5)%       (.5)%
Other ....................................            1.7%        1.5%        1.3%
                                                   ------      ------       -----
Effective tax rate .......................           36.7%       37.0%       37.8%
</TABLE>



                                      F-7

<PAGE>   35


NOTE 6:  LEASES

The Company leases certain properties and equipment under operating leases. Some
of the leases include options for renewal or extension on various terms. All
leases require the Company to pay property taxes, insurance and maintenance of
the leased assets. Some leases have provisions for additional percentage rentals
based on revenues; however, payments of percentage rent were minimal during the
three-year period ended January 30, 2000. For 1999, 1998, and 1997, rent expense
for operating leases was $11,119, $8,267, and $5,404, respectively. At January
30, 2000, future minimum lease payments required under operating leases are
$11,995, 2000; $11,604, 2001; $11,523, 2002; $10,624, 2003; $10,374, 2004; and
$153,014, thereafter.

NOTE 7:  COMMON STOCK

In 1995, the Company adopted the Dave & Buster's, Inc. 1995 Stock Option Plan
(the "Plan") covering 675 shares of common stock. In 1997 and 1998, the Company
increased the shares of common stock covered by the Plan to 1,350 and 2,350,
respectively. The Plan provides that incentive stock options may be granted at
option prices not less than fair market value at date of grant (110% in the case
of an incentive stock option granted to any person who owns more than 10% of the
total combined voting power of all classes of stock of the Company).
Non-qualified stock options may not be granted for less than 85% of the fair
market value of the common stock at the time of grant and are exercisable 20%
per year after one year from the date of the grant.

In connection with the Distribution, the Company granted on the date of the
Distribution, non-qualified stock options to certain minority shareholders,
entitling them to purchase Company common stock equal to 2% of the total Company
common stock outstanding immediately prior to the Distribution (approximately
156 shares). The per share exercise price for each such option is $10.00. Twenty
percent of such options were exercisable seven months after the public offering
by the Company of its common stock, which was completed in October 1995.
Thereafter, 20% of such options become exercisable on the second, third, fourth
and fifth anniversary of the Distribution.

In 1996, the Company adopted a stock option plan for outside directors (the
"Directors Plan"). A total of 150 shares of common stock are subject to the
Directors Plan. The options granted under the Directors Plan vest ratably over a
three year period.

Pro forma information regarding net income and earnings per common share is
required by SFAS 123, and has been determined as if the Company had accounted
for its employee stock options under the fair value method. The fair value for
these options was estimated at the date of grant using a Black-Scholes option
pricing model with the following weighted-average assumptions for 1999, 1998,
and 1997, respectively: risk-free interest rates of 5.39%, 5.36%, and 6.09%;
dividend yields of 0.0%; volatility factors of the expected market price of the
Company's common stock of .494, .386, and .363; and a weighted-average life of
the option of 4.4, 4.8, and 4.4 years.

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options which have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility. Because
the Company's employee stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its employee stock options.


                                      F-8

<PAGE>   36


For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the option's vesting period. Because SFAS 123
requires, compensation expense to be recognized over the vesting period, the
impact on pro forma net income and pro forma earnings per common share as
reported below may not be representative of pro forma compensation expense in
future years. The Company's pro forma information follows:


<TABLE>
<CAPTION>
                                                 1999         1998         1997
<S>                                            <C>         <C>          <C>      
Net income, as reported ....................   $   5,205   $   13,578   $   8,897
Pro forma net income .......................   $   3,627   $   12,699   $   8,353
Basic net income per share, as reported ....   $     .40   $     1.04   $     .77
Pro forma basic net income per share .......   $     .28   $      .97   $     .72
Diluted net income per share, as reported...   $     .39   $     1.03   $     .76
Pro forma diluted net income per share .....   $     .27   $      .96   $     .71
</TABLE>


A summary of the Company's stock option activity, and related information is as
follows:


<TABLE>
<CAPTION>
                                                         1999                        1998                        1997
                                                    Weighted-Average            Weighted-Average            Weighted-Average
                                         Options    Exercise Price    Options    Exercise Price   Options    Exercise Price
<S>                                      <C>        <C>               <C>       <C>               <C>       <C>   
Outstanding - beginning of year            1,145        $16.82            949         $14.88          534         $11.11
Granted                                      734        $18.10            395         $20.89          432         $19.41
Exercised                                    (59)       $12.88            (50)        $11.88          (17)        $11.91
Forfeited                                   (154)       $20.09           (149)        $16.92           --         $   --
Outstanding - end of year                  1,666        $17.24          1,145         $16.82          949         $14.88
Exercisable - end of year                    516        $14.87            332         $13.59          174         $11.06
Weighted-average fair value of options
     granted during the year                            $ 8.36                        $ 8.56                      $ 7.48
</TABLE>



As of January 30, 2000, exercise prices for 688 options and 978 options ranged
from $6.81 to $15.50 and $18.38 to $27.56, respectively. The weighted-average
remaining contractual life of the options is 7.6 years.

Under a Shareholder Protection Rights Plan adopted by the Company, each share of
outstanding common stock includes a right which entitles the holder to purchase
one one-hundredth of a share of Series A Junior Participating Preferred Stock
for seventy five dollars. Rights attach to all new shares of commons stock
whether newly issued or issued from treasury stock and become exercisable only
under certain conditions involving actual or potential acquisitions of the
Company's common stock. Depending on the circumstances, all holders except the
acquiring person may be entitled to 1) acquire such number of share of Company
common stock as have a market value at the time of twice the exercise price of
each right, or 2) exchange a right for one share of Company common stock or one
one-hundredth of a share of the Series A Junior Participating Preferred Stock,
or 3) receive shares of the acquiring company's common stock having a market
value equal to twice the exercise price of each right. The rights remain in
existence until ten years after the Distribution, unless they are redeemed (at
one cent per right).


                                      F-9

<PAGE>   37


NOTE 8:  EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per
share:


<TABLE>
<CAPTION>
                                                          1999      1998      1997
<S>                                                      <C>       <C>       <C>    
Numerator-Net Income                                     $ 5,205   $13,578   $ 8,897
                                                         -------   -------   -------

Denominator:
     Denominator for basic net income per share -
     Weighted average shares                              13,054    13,053    11,532
Effect of dilutive securities - employee stock options       160       193       179
                                                         -------   -------   -------
Denominator for diluted earnings per share - adjusted
weighted average shares                                   13,214    13,246    11,711

Basic net income per share                               $   .40   $  1.04   $   .77

Diluted net income per share                             $   .39   $  1.03   $   .76
</TABLE>



Options to purchase 210 shares of common stock at prices ranging from $23.63 to
$24.75 were outstanding during the second half of 1997 but were not included in
the computation of diluted net income per share because the options would be
antidilutive. Options to purchase 178 and 262 shares of commons stock at prices
ranging from $24.75 to $24.91 and $21.19 to $23.75, respectively, were
outstanding during all of 1998, but were not included in the computation of
diluted net income per share for the whole year and second half of the year,
respectively, because the options would be antidilutive. Options to purchase 441
shares of common stock at prices ranging from $21.00 to $24.91 were outstanding
all of 1999 but were not included in the computation of diluted net income per
share for the first, third and fourth quarters because the options would be
antidilutive. Options to purchase 543 and 28 shares of common stock at prices
ranging from $15.50 to $20.71 and $25.12 to $25.32, respectively, were
outstanding during all of 1999 and the second half of 1999, respectively, but
were not included in the computation of diluted net income per share for the
second half of the year because the options would be antidilutive Options to
purchase 525 and 76 shares of common stock at prices ranging from $10.00 to
$14.08 and $9.24 to $13.00, respectively, were outstanding during all of 1999
and the second half of 1999 respectively, but were not included in the
computation of diluted net income per share for the second half of the year and
the fourth quarter, respectively, because the options would be antidilutive.

NOTE 9:  RELATED PARTY ACTIVITY

In April 1998, a limited liability litigation corporation owned by the creditors
of Edison Brothers filed a lawsuit against the Company and related parties,
seeking recovery in connection with the Distribution and certain related
transactions. In August 1998, the Company settled the litigation with the
limited liability corporation. In full and final settlement of all claims, the
Company paid $2,244 and charged such amount to paid in capital because all
alleged claims were associated with the spin-off transactions.

During 1999, the Company was party to a consulting agreement with Sandell
Investments ("Sandell"), a partnership whose controlling partner is a director
of the Company. Sandell advises the Company with respect to expansion and site
selection, market analysis, improvement and enhancement of the Dave &Buster's
concept and other similar and related activities. Annual fees of $125 were paid
to Sandell in 1999,1998, and 1997, the maximum fee provided for under the
agreement.


                                      F-10

<PAGE>   38


NOTE 10: EMPLOYEE BENEFIT PLAN

The Company sponsors a plan to provide retirement benefits under the provision
of Section 401(k) of the Internal Revenue Code (the 401(k) Plan) for all
employees who have completed a specified term of service. Company contributions
may range from 0% to 100% of employee contributions, up to a maximum of 6% of
eligible employee compensation, as defined. Employees may elect to contribute up
to 20% of their eligible compensation on a pretax basis. Benefits under the
401(k) Plan are limited to the assets of the 401(k) Plan.

NOTE 11: CONTINGENCIES

The Company is subject to certain legal proceedings and claims that arise in the
ordinary course of its business. In the opinion of management, based on
discussions with and the advice of legal counsel, the amount of ultimate
liability with respect to all actions will not materially affect the
consolidated results of operations or financial condition of the Company.

NOTE 12: QUARTERLY FINANCIAL INFORMATION (UNAUDITED)


<TABLE>
<CAPTION>
Fiscal 1999                                           First      Second      Third     Fourth
<S>                                                 <C>         <C>        <C>        <C>     
Total revenues ..................................   $ 59,700    $ 57,617   $ 58,988   $ 70,829
Income before provision for income taxes
     and cumulative effect of a change in an
     accounting principle .......................      6,052       3,124        361      6,079
Income before cumulative effect of a
     change in an accounting principle ..........      3,813       1,990        229      3,860
Net income (loss) ...............................       (874)      1,990        229      3,860
Basic net income per share:
     Income before accounting change ............   $    .29    $    .15   $    .02   $    .30
     Net income (loss) ..........................       (.07)        .15        .02        .30
Basic weighted average shares outstanding .......     13,072      13,111     13,076     12,956
Diluted net income per share:
     Income before accounting change ............   $    .29    $    .15   $    .02   $    .30
     Net income (loss) ..........................       (.07)        .15        .02        .30
Diluted weighted average shares outstanding .....     13,276      13,461     13,163     12,957
</TABLE>





<TABLE>
<CAPTION>
Fiscal 1999                                           First      Second      Third     Fourth
<S>                                                 <C>         <C>        <C>        <C>     
Total revenues ................................     $ 38,917    $ 40,691   $ 45,409   $ 57,267
Income before provision for income taxes ......        4,609       4,501      4,395      8,042
Net income ....................................        2,866       2,801      2,734      5,177
Basic net income per share ....................     $    .22    $    .22   $    .21   $    .40
Basic weighted average shares outstanding .....       13,031      13,052     13,062     13,068
Diluted net income per share ..................     $    .22    $    .21   $    .21   $    .39
Diluted weighted average shares outstanding ...       13,274      13,272     13,183     13,253
</TABLE>



                                      F-11

<PAGE>   39




REPORT OF INDEPENDENT AUDITORS


STOCKHOLDERS AND BOARD OF DIRECTORS
DAVE & BUSTER'S, INC.


We have audited the accompanying consolidated balance sheets of Dave & Buster's,
Inc. as of January 30, 2000 and January 31, 1999, and the related consolidated
statements of income, stockholders' equity and cash flows for each of the three
years in the period ended January 30, 2000. These financial statements are the
responsibility of the company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Dave & Buster's,
Inc. at January 30, 2000 and January 31, 1999 and the consolidated results of
its operations and its cash flows for each of the three years in the period
ended January 30, 2000, in conformity with accounting principles generally
accepted in the United States.

As discussed in Note 1 to the consolidated financial statements, in 1999 the
Company changed its method of accounting for the cost of start-up activities.

                                                              Ernst & Young LLP



Dallas, Texas
March 30, 2000




                                      F-12

<PAGE>   40



 
                               INDEX TO EXHIBITS



<TABLE>
<CAPTION>
Exhibit
-------
<S>      <C>
3.1      Restated Articles of Incorporation of the Company.  (1)

3.2      Bylaws of the Company.  (1)

10.1     Second Amendment to Credit Agreement. (2)

10.7     Rights Agreement between the Company and Rights Agent, dated June 16, 1995.  (1)

10.8     1995 Stock Option Plan.  (3)

10.9     Stock Option Plan for Outside Directors.  (5)

10.11    Employment Agreement for Co-Chief Executive Officers, dated June 16, 1995.  (1)

10.12    Form of Indemnity Agreements with Executive Officers and Directors.  (3)

21.1     Subsidiaries of the Company.  (4)

23       Independent Auditors' Consent.  (4)

27       Financial Data Schedule.  (4)

99       Proxy Statement, dated April 28, 2000.  (6)
</TABLE>





<PAGE>   41



-----------------------

(1)      Filed as an Exhibit to the registrant's Form 10-Q for the 13-week
         period ended April 30, 1995 and incorporated herein by reference.

(2)      Filed as an Exhibit to the registrant's Form 10-Q for the 13-week
         period ended November 1, 1998 and incorporated herein by reference.

(3)      Filed as an Exhibit to the registrant's Form 10 filed April 11, 1995
         and incorporated herein by reference.

(4)      Filed herewith.

(5)      Filed as an Exhibit to the registrant's Form 10-K for the 52 week
         period ended February 1, 1997 and incorporated herein by reference.

(6)      To be filed with the Commission on or before April 28, 2000.





<PAGE>   1
                                                                    EXHIBIT 21.1


                                  EXHIBIT 21.1
                           SUBSIDIARIES OF THE COMPANY


1.       Dave & Buster's of Illinois, Inc., an Illinois corporation
2.       Dave & Buster's of Georgia, Inc., a Georgia corporation
3.       Dave & Buster's of Pennsylvania, Inc., a Pennsylvania corporation
4.       DANB Texas, Inc., a Texas corporation
5.       Dave & Buster's of Maryland, Inc., a Maryland corporation
6.       Dave & Buster's of California, Inc., a California corporation
7.       Dave & Buster's of Colorado, Inc., a Colorado corporation
8.       Dave & Buster's of New York, Inc., a New York corporation
9.       Dave & Buster's of Florida, Inc., a Florida corporation
10.      Dave & Buster's of Pittsburgh, Inc., a Pennsylvania corporation





<PAGE>   1
                                                                      EXHIBIT 23

                        CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement(Form
S-8 Nos. 333-80537 and 333-88183) pertaining to the Dave & Buster's, Inc. 1995
Stock Option Plan and Employee 401(k) Savings Plan of our report dated March 30,
2000 with respect to the consolidated financial statements of Dave & Buster's,
Inc. included in the Annual Report(Form 10-K) for the year ended January 30,
2000.



                                                        /s/ ERNST & YOUNG LLP

Dallas, Texas
April 24, 2000







<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          JAN-30-2000
<PERIOD-END>                               JAN-30-2000
<CASH>                                           3,091
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                     16,243
<CURRENT-ASSETS>                                27,020
<PP&E>                                         285,771
<DEPRECIATION>                                  53,555
<TOTAL-ASSETS>                                 268,184
<CURRENT-LIABILITIES>                           18,063
<BONDS>                                         91,000
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                           131
<OTHER-SE>                                     149,768
<TOTAL-LIABILITY-AND-EQUITY>                   268,184
<SALES>                                        247,134
<TOTAL-REVENUES>                               247,134
<CGS>                                           45,720
<TOTAL-COSTS>                                  228,179
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               3,339
<INCOME-PRETAX>                                 15,616
<INCOME-TAX>                                     5,724
<INCOME-CONTINUING>                              9,892
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                  4,687
<CHANGES>                                            0
<NET-INCOME>                                     5,205
<EPS-BASIC>                                        .40
<EPS-DILUTED>                                      .39
        

</TABLE>