defa14a
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Schedule
14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
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Check the appropriate box: |
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
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Dave& Busters, Inc.
(Name
of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
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No Fee Required. |
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$500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11(Set forth amount on which the filing is calculated and state how
it was determined):
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Proposed maximum aggregate value of transaction: |
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Total fee paid: |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the date of its filing.
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Amount previously Paid: |
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Form, Schedule or Registration Statement No.: |
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Filing Party:
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Date Filed: &n
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On February 6, 2006, Dave & Busters sent the following letter to its stockholders who had not yet
returned proxies in regard to the upcoming special meeting of the stockholders to be held on
February 28, 2006:
DAVE & BUSTERS, INC.
2481 Manana Drive
Dallas, Texas 75220
*** URGENT ATTENTION REQUESTED ***
Dear Fellow Stockholder:
You have previously received proxy material in connection with the upcoming special meeting of
stockholders for Dave & Busters, Inc. to be held on February 28, 2006.
As described in the proxy statement, on December 8, 2005, Dave & Busters, Inc. (Dave & Busters)
entered into an Agreement and Plan of Merger (the Merger Agreement) with affiliates of Wellspring
Capital Management, LLC (Wellspring), pursuant to which Wellspring and its affiliates will
acquire all of Dave & Busters outstanding common stock for $18.05 per share, by the merger of a
Wellspring subsidiary with and into Dave & Busters. To complete the merger, at least two-thirds
of the outstanding D&B common stock must vote in favor of the transaction. You will also consider
and vote upon a proposal to adjourn the special meeting, if necessary or appropriate, to solicit
additional proxies for the approval of the merger agreement. Your Board of Directors has carefully
considered each of the proposals and unanimously recommends that shareholders vote FOR each of the
proposals.
According to our latest records, your voting instructions for this meeting have not yet been
received. Regardless of the number of shares you may own, it is important they be represented at
the meeting. If you do not vote, the effect will be a vote against the merger transaction. If we
do not receive the approval of at least two-thirds of the shares entitled to vote, the currently
proposed merger transaction will not be completed, and our stockholders will
not receive the $18.05 per share consideration payable under the current version of the merger
agreement. We urge you to please return your proxy card in the enclosed Business Return Envelope,
or vote by following the instructions for phone or internet voting that appear on the enclosed
proxy card.
Thank you for your support. Your prompt voting may save Dave & Busters the necessity and expense
of further solicitations.
Sincerely,
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James W. Buster Corley
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David O. Dave Corriveau |