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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities
Exchange Act of 1934
(Amendment No. 4)
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DAVE & BUSTER'S, INC.
(Name of Subject Company (Issuer))
D&B ACQUISITION SUB, INC. D&B HOLDINGS I, INC.
INVESTCORP, S.A. DAVE & BUSTER'S, INC.
DAVID O. CORRIVEAU JAMES W. CORLEY
WALTER S. HENRION WILLIAM C. HAMMETT, JR.
(Name of Filing Person (Offeror))
Common Stock, Par Value $0.01 Per Share
(including associated rights)
(Title of Class of Securities)
23833N104
(CUSIP Number of Class of Securities)
Simon Moore
President
D&B Acquisition Sub, Inc.
c/o Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, NY 10166
(212) 351-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
Copy to:
E. Michael Greaney, Esq.
Sean P. Griffiths, Esq.
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, NY 10166
(212) 351-4000
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CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$ 146,532,792.00 $ 13,481.02
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* Estimated for purposes of calculating the amount of the filing fee only.
This calculation assumes the purchase of all of the issued and outstanding
shares of common stock, par value $.01 per share (the "Common Stock") of
Dave & Buster's, Inc., a Missouri corporation (the "Company"), including the
associated rights (the "Rights" and together with the "Common Stock" the
"Shares"), at a price per Share of $12.00 in cash, less 1,058,545 Shares
owned by stockholder who have agreed not to tender their Shares.
x Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount Previously Paid:$13,481.02 Filing Party: D&B Acquisition Sub, Inc.
Form or Registration No.: Date Filed: June 4, 2002
Schedule TO-T
Check box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which this
statement relates:
x third party tender offer x going-private transaction
subject to Rule 14d-1 subject to Rule 13e-3
issuer tender offer amendment to Schedule 13D
subject to Rule 13e-4 under Rule 13d-2
Check the following box if the filing is a final amendment reporting the
results of the tender offer. x
This Amendment No. 4 to Schedule TO amends and supplements the Tender Offer
Statement on Schedule TO (the "Initial Filing") filed with the Securities and
Exchange Commission (the "SEC") on June 4, 2002, by D&B Acquisition Sub, Inc., a
Missouri corporation ("Purchaser"), as amended by Amendment No. 1 to Schedule TO
filed with the SEC on June 26, 2002 ("Amendment No. 1"), Amendment No. 2 to
Schedule TO filed with the SEC on June 28, 2002 and Amendment No. 3 to Schedule
TO filed with the SEC on July 3, 2002 (as amended and supplemented, the
"Schedule TO"), and the Rule 13e-3 Transaction Statement on Schedule 13E-3 filed
with the SEC on June 4, 2002 (as amended and supplemented, the "Schedule 13E-3")
by Purchaser, D&B Holdings I, Inc., a Delaware corporation ("Parent"),
Investcorp, S.A., a Luxembourg corporation, Dave & Buster's, Inc., a Missouri
corporation (the "Company"), David O. Corriveau, James W. Corley, Walter S.
Henrion and William C. Hammett. The Schedule TO and Schedule 13E-3 relate to the
offer by Purchaser to purchase all of the issued and outstanding shares of
common stock, par value $0.01 (the "Common Stock"), of the Company, including
associated rights (the "Rights" and, together with the Common Stock, the
"Shares"), at a price of $12.00 per Share, net to the seller in cash, upon the
terms and subject to the conditions contained in the Offer to Purchase, dated
June 4, 2002, as amended by Amendment No. 1 (the "Offer to Purchase"), and in
the related Letter of Transmittal dated June 4, 2002 (the "Letter of
Transmittal," which, together with the Offer to Purchase, as each may be amended
or supplemented from time to time, constitute the "Offer"). Copies of the Offer
to Purchase and the related Letter of Transmittal have been filed as Exhibits
(a)(1) and (a)(2), respectively, to both the Schedule TO and the Schedule 13E-3.
Unless otherwise stated below, the information set forth in the Offer to
Purchase (including all schedules thereto) is hereby expressly incorporated
herein by reference in response to all items of this Schedule TO. You should
read this Amendment No. 4 to Schedule TO together with the Schedule TO and the
Schedule 13E-3. Capitalized terms used herein and not otherwise defined have the
respective meanings ascribed to them in the Offer to Purchase.
ITEM 11. Additional Information.
Item 11 of the Schedule TO is hereby supplemented by including the
following:
The Offer expired on July 9, 2002 at 5:00 p.m. New York City time. The
Minimum Tender Condition was not satisfied and the Offer has been terminated. No
Shares were accepted for payment or paid for pursuant to the Offer, and all
Shares previously tendered will be returned promptly to stockholders of Dave &
Buster's who have validly tendered and not withdrawn their Shares.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: July 10, 2002
D&B ACQUISITION SUB, INC.
By: /s/ Simon Moore
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Name: Simon Moore
Title: President
D&B HOLDINGS I, INC.
By: /s/ Simon Moore
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Name: Simon Moore
Title: President
INVESTCORP, S.A.
By: /s/ Gary Long
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Name: Gary Long
Title: Authorized Executive
DAVE & BUSTER'S, INC.
By: /s/ David O. Corriveau
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Name: David O. Corriveau
Title: President
/s/ David O. Corriveau
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David O. Corriveau
/s/ James W. Corley
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James W. Corley
/s/ Walter S. Henrion
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Walter S. Henrion
/s/ William C. Hammett, Jr.
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William C. Hammett, Jr.