UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
-------------------------------------------
DAVE & BUSTER'S, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
23833N104
(CUSIP Number)
Simon Moore
D&B Acquisition Sub, Inc.
c/o Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166
(212) 351-4000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 12, 2002
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes.)
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(1) Name of Reporting Persons:
I.R.S. Identification Nos. of above persons (entities only):
D&B Acquisition Sub, Inc.
71-0891993
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
(3) SEC Use Only:
- --------------------------------------------------------------------------------
(4) Source of Funds (See Instructions):
00
- --------------------------------------------------------------------------------
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): [ ]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization:
Missouri
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NUMBER OF SHARES (7) Sole Voting Power
BENEFICIALLY OWNED 0
BY EACH REPORTING ---------------------------------------------
PERSON WITH (8) Shared Voting Power
1,106,400
---------------------------------------------
(9) Sole Dispositive Power
0
---------------------------------------------
(10) Shared Dispositive Power
1,106,400
---------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,106,400
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(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions): [ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11):
8.2%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions):
CO
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2
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(1) Name of Reporting Persons:
I.R.S. Identification Nos. of above persons (entities only):
D&B Holdings I, Inc. 71-0891992
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
(3) SEC Use Only:
- --------------------------------------------------------------------------------
(4) Source of Funds (See Instructions):
00
- --------------------------------------------------------------------------------
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): [ ]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization:
Delaware
- --------------------------------------------------------------------------------
NUMBER OF SHARES (7) Sole Voting Power
BENEFICIALLY OWNED 0
BY EACH REPORTING ----------------------------------------------
PERSON WITH (8) Shared Voting Power
1,106,400
----------------------------------------------
(9) Sole Dispositive Power
0
----------------------------------------------
(10) Shared Dispositive Power
1,106,400
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,106,400
- --------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions): [ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11):
8.2%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions):
CO
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3
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D (this "Schedule 13D) relates to the common stock,
par value $0.01 per share (the "Shares"), of Dave & Buster's, Inc., a Missouri
corporation (the "Company"). The principal executive offices of the Company are
located at 2481 Manana Drive, Dallas, Texas 75220.
Responses to each item of this Schedule 13D are qualified in their entirety by
the Exhibits filed hereto.
ITEM 2. IDENTITY AND BACKGROUND
The names of the persons filing this Statement are D&B Holdings I, Inc., a
Delaware corporation ("Parent") formed at the direction of Investcorp S.A., and
D&B Acquisition Sub, Inc., a newly-formed Missouri corporation and wholly-owned
subsidiary of Parent ("Purchaser", and together with Parent, the "Reporting
Persons"). The principal business address of Parent and Purchaser is c/o Gibson,
Dunn & Crutcher LLP, 200 Park Avenue, New York, New York 10166. Investcorp S.A.
("Investcorp") is a Luxembourg corporation with principal executive offices
located at 37 rue Notre-Dame, Luxembourg. Purchaser was formed at the direction
of Parent solely for the purpose of effecting the merger described below in Item
5 and the transactions related to the merger. Purchaser has not engaged in any
business except in furtherance of this purpose. Parent was formed at the
direction of Investcorp solely for the purpose of financing and effecting the
merger described below in Item 5 and the transactions related to the merger.
Parent has not engaged in any business except in furtherance of this purpose.
Investcorp is a Luxembourg corporation which, through its subsidiaries, acts as
a principal and intermediary in international investment transactions.
All other information regarding the Reporting Persons required by this Item 2
may be found in the sections entitled "Directors and Officers of Purchaser and
Other Persons" and "Directors and Executive Officers of Investcorp" on Schedule
I of the Offer to Purchase dated June 4, 2002, and filed by Purchaser as Exhibit
(a)(1) of Schedule TO-T filed on June 4, 2002, as amended, which is hereby
incorporated by reference.
Neither listed Reporting Person nor, to the best of their knowledge, any person
enumerated in Instruction C has been convicted in any criminal proceedings
during the last five years and none of Reporting Persons has been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
during the last five years.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As described in Item 5 below, the Reporting Persons have been granted an
irrevocable proxy for the purpose of voting the Shares covered by the Voting
Agreements (as defined below) but have not purchased any Shares. No
consideration was paid in connection with the execution and delivery of the
Voting Agreements.
ITEM 4. PURPOSE OF THE TRANSACTION
The purpose of the transaction is to acquire all of the outstanding equity of
the Company. On May 30, 2002, Parent, Purchaser and the Company entered into an
Agreement and Plan of Merger, amended by a First Amendment to Agreement and Plan
of Merger by and among the Company, Parent and Purchaser dated as of July 12,
2002 (as amended, the "Merger Agreement"). The Merger Agreement provides, among
other things and as stated in the Merger Agreement, for the merger (the
"Merger") of Purchaser with and into the Company, with the Company continuing as
the surviving corporation. Purchaser commenced a tender offer for all of the
outstanding Shares pursuant to the terms of the Merger Agreement on June 4, 2002
(the "Tender Offer"). The Tender Offer expired and was terminated on July 9,
2002. No shares were accepted for payment by Purchaser upon expiration of the
Tender Offer.
On July 12, 2002 the Company agreed with Parent and Purchaser to seek the
approval of the Company's shareholders to proceed with the Merger. The Company
intends to file a proxy statement as soon as practicable with respect to the
shareholder vote. Pursuant to the terms of the Merger Agreement, upon
consummation of the Merger each validly issued and outstanding Share, other than
those shares held in the Company's treasury or by the Reporting Persons and
those shares owned by Company shareholders who have properly exercised their
right to dissent from the Merger, will be converted into the right to receive
$13.50 per share in cash.
On July 12, 2002, the Reporting Persons entered into voting agreements (the
"Voting Agreements") with Courage Capital Management LLC, Rutabaga Capital
Management and Yale University (the "Executing Shareholders") with respect to
Shares over which the Executing Shareholders hold the power to vote. The
Executing Shareholders are three of the largest institutional holders of Shares
who did not tender their Shares in the Tender Offer and hold in the aggregate
1,106,400 Shares. Pursuant to the Voting Agreements, each Executing Shareholder
(i) agrees to vote all of its Shares in favor of approval of the Merger at any
stockholder meeting called for such purpose; (ii) appoints Steven G. Puccinelli
and Simon Moore, both officers of Parent and Purchaser, as proxies to vote all
Shares on behalf of the Executing Shareholders at any meeting of the Company
shareholders; and (iii) agrees to obtain a letter
4
substantially in the form of the Voting Agreements in the event of any
transfer of the Shares governed by the Voting Agreement. The Voting Agreements
shall terminate and the Proxies expire upon the earlier of any termination of
the Merger Agreement including termination by the Company in order to accept a
Superior Proposal (as defined in the Merger Agreement) or the
consummation of the Closing (as defined in the Merger Agreement). Copies of the
Voting Agreements are filed herewith as Exhibits 3, 4 and 5.
Additional information concerning the Merger, the Company and the Reporting
Persons may be found in the Offer to Purchase dated June 4, 2002, and filed as
Exhibit (a)(1) of Schedule TO-T filed with the Commission by Purchaser on June
4, 2002, and in the Form 8-K filed by the Company on July 16, 2002, which are
hereby incorporated by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Each of the Reporting Persons has been granted irrevocable proxies (the
"Proxies") for an aggregate of 1,106,400 Shares constituting 8.2% of the
outstanding Shares pursuant to the Voting Agreements, based on a total of
13,445,278 Shares outstanding as of July 12, 2002.
(b) The Reporting Persons equally share voting power over 1,106,400 Shares
as described in (a) above.
(c) The Reporting Persons commenced the Tender Offer on June 4, 2002. The
Tender Offer expired July 9, 2002, and no Shares were accepted. The terms of the
Tender Offer may be found in the Offer to Purchaser dated June 4, 2002, and
filed as Exhibit (a)(1) of Schedule TO-T filed with the Commission by Purchaser
on June 4, 2002, which is hereby incorporated by reference.
Other than the Tender Offer which has been terminated and the Proxies,
neither one of the Reporting Persons has effected any transactions in the
Company common stock during the past 60 days.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
The description of the Voting Agreements appearing in Item 4 above is
incorporated herein by reference.
On July 11, 2002, the Reporting Persons received a letter (the "Letter")
from Renaissance Capital Growth & Income Fund III, Inc., Renaissance US Growth &
Income Trust PLC and BFSUS Special Opportunities Trust PLC (collectively, the
"Renaissance Funds"). In the Letter, the Renaissance Funds agreed to vote in
favor of the Merger at a meeting of Company shareholders called for that purpose
and, subject to certain conditions, not to sell or transfer their shares prior
to the record date of any such meeting. The Renaissance Funds reserved the right
to tender to any third party at a price higher than $13.50 per Share and did not
grant a proxy to either of the Reporting Persons. A copy of the Letter is filed
herewith as Exhibit 6 and is hereby incorporated by reference.
In addition, the Reporting Persons entered into a Support and Exchange
Agreement dated as of May 30, 2002, with David O. Corriveau, James W. Corley,
William C. Hammett, Jr., and Walter S. Henrion, each an officer of the Company
(the "Officers"), which was amended by a First Amendment to Support and Exchange
Agreement dated as of July 12, 2002 (as amended, the "Support and Exchange
Agreement"). Under the Support and Exchange Agreement, the Officers agreed,
subject to certain conditions, not to tender their shares in the Tender Offer
and to vote in favor of the Merger at any meeting of the shareholders of the
Company. The Officers did not grant a proxy to either of the Reporting Persons.
Additional information regarding the Support and Exchange Agreement may be
found in the Support and Exchange Agreement filed as Exhibit (d)(2) of Schedule
TO-T on June 4, 2002, and the First Amendment to Support and Exchange Agreement
filed as Exhibit 99.1 of the Company's Form 8-K filed on July 16, 2002, which
are hereby incorporated by reference.
5
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1 Agreement and Plan of Merger, dated as of May 30, 2002, among
Parent, Purchaser and the Company, filed as Exhibit (d)(1) to
the Schedule TO-T dated June 4, 2002, and incorporated herein by
reference.
2 First Amendment to Agreement and Plan of Merger by and among the
Company, Parent and Purchaser dated as of July 12, 2002, filed
as Exhibit 2.1 to the Form 8-K dated July 16, 2002, and
incorporated herein by reference.
3 Voting Agreement, dated July 11, 2002, by and among Purchaser,
Parent and Courage Capital Management, LLC.
4 Voting Agreement, dated July 11, 2002, by and among
Purchaser, Parent and Yale University.
5 Voting Agreement, dated July 11, 2002, by and among Purchaser,
Parent and Rutabaga Capital Management.
6 Letter dated July 11, 2002, from Renaissance Capital Growth &
Income Fund III, Inc., Renaissance US Growth & Income Trust
PLC, and BFSUS Special Opportunities Trust PLC.
7 Support and Exchange Agreement dated as of May 30, 2002, by and
among Parent, Purchaser and each of the parties listed on
Exhibit A thereto, filed as Exhibit (d)(2) of Schedule TO-T on
June 4, 2002, and incorporated herein by reference.
8 First Amendment to Support and Exchange Agreement dated as of
July 12, 2002, by and among Parent, Purchaser and the
stockholders named therein, filed as Exhibit 99.1 of the
Company's Form 8-K filed on July 16, 2002, and incorporated
herein by reference.
9 Joint Filing Statement by Parent and Purchaser
dated July 22, 2002, attached hereto.
6
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated as of July 22, 2002
D&B Acquisition Sub, Inc.
/s/ Simon Moore
-----------------------------------
Name: Simon Moore
Title: President
D&B Holdings I, Inc.
/s/ Simon Moore
-----------------------------------
Name: Simon Moore
Title: President
7
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
1 Agreement and Plan of Merger, dated as of May 30, 2002, among
Parent, Purchaser and the Company, filed as Exhibit (d)(1) to
the Schedule TO-T dated June 4, 2002, and incorporated herein by
reference.
2 First Amendment to Agreement and Plan of Merger by and among the
Company, Parent and Purchaser dated as of July 12, 2002, filed
as Exhibit 2.1 to the Form 8-K dated July 16, 2002, and
incorporated herein by reference.
3 Voting Agreement, dated July 11, 2002, by and among Purchaser,
Parent and Courage Capital Management, LLC.
4 Voting Agreement, dated July 11, 2002, by and among
Purchaser, Parent and Yale University.
5 Voting Agreement, dated July 11, 2002, by and among Purchaser,
Parent and Rutabaga Capital Management.
6 Letter dated July 11, 2002, from Renaissance Capital Growth &
Income Fund III, Inc., Renaissance US Growth & Income Trust PLC,
and BFSUS Special Opportunities Trust PLC.
7 Support and Exchange Agreement dated as of May 30, 2002, by and
among Parent, Purchaser and each of the parties listed on
Exhibit A thereto, filed as Exhibit (d)(2) of Schedule TO-T on
June 4, 2002, and incorporated herein by reference.
8 First Amendment to Support and Exchange Agreement dated as of
July 12, 2002, by and among Parent, Purchaser and the
stockholders named therein, filed as Exhibit 99.1 of the
Company's Form 8-K filed on July 16, 2002, and incorporated
herein by reference.
9 Joint Filing Statement by Parent and Purchaser
dated July 22, 2002, attached hereto.
8
Exhibit 99.3
D&B ACQUISITION SUB, INC.
D& B HOLDINGS I, INC.
c/o Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166
July 11, 2002
Mr. Richard C. Patton
Chief Manager
Courage Capital Management, LLC
4400 Harding Road
Nashville, TN 37205
Re: Dave & Buster's, Inc.
This letter sets forth our agreement that, for the purpose of inducing D&B
Holdings I, Inc., a Delaware corporation ("Parent") and D&B Acquisition Sub,
Inc., a Missouri corporation and wholly-owned subsidiary of Parent
("Purchaser"), to enter into an amendment to the Agreement and Plan of Merger
(as amended, the "Merger Agreement") by and among Parent, Purchaser and Dave &
Buster's, Inc. (the "Company") pursuant to which Purchaser will agree to merge
with and into the Company, and holders of shares of Common Stock, par value $.01
per share, of the Company (the "Common Stock"), will receive $13.50 cash per
share of Common Stock, you:
(a) hereby agree with the Purchaser and Parent that, at any meeting of the
Company's stockholders called for the purpose of acting upon approval of the
transaction contemplated by the Merger Agreement (the "Transaction"), and at any
adjournment or postponement thereof, or in connection with any written consent
of the Company's stockholders in lieu of such a meeting, you will vote all
shares of capital stock of the Company owned or controlled by you, whether now
owned or controlled or hereafter acquired or controlled (the "Shares"), in favor
of approval of the Transaction;
(b) hereby appoint Steven G. Puccinelli and Simon Moore, and each of them,
as the proxy of the undersigned, each with full power of substitution, to vote
all of the Shares on behalf of the undersigned at any meeting of stockholders of
the Company called for the purpose of acting upon the Transaction, and at any
adjournment or postponement thereof, with the same force and effect as such vote
would have if the undersigned were personally present at such meeting, in favor
of approval of the Transaction; this proxy, being coupled with an interest, is
irrevocable; and
(c) agree that in connection with any transfer of any of the Shares, you
will obtain from the transferee and deliver to Purchaser and Parent a letter
substantially in the form hereof; and acknowledge that the Company has agreed
not to permit any such transfer unless you have complied with the foregoing
requirements.
This agreement shall terminate and the proxy granted hereby shall expire
upon the earlier of (a) termination of the Merger Agreement by the Company in
accordance with its terms in order to accept a Superior Proposal (as defined in
the Merger Agreement), (b) any other termination of the Merger Agreement in
accordance with its terms or (c) the consummation of the Closing (as defined in
the Merger Agreement).
Please indicate your consent and agreement to the foregoing by signing
where indicated below.
D&B ACQUISITION SUB, INC.
D&B HOLDINGS I, INC.
By: /s/ Simon Moore
--------------------------------
Simon Moore, President
Agreed to and accepted this 12th day of July, 2002.
Courage Capital Management, LLC
By: /s/ Richard Patton
------------------------------------------
Name/Title: Richard Patton, Chief Manager
Exhibit 99.4
D&B ACQUISITION SUB, INC.
D& B HOLDINGS I, INC.
c/o Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166
July 11, 2002
Mr. David F. Swensen
Chief Investment Officer
Yale University
Investments Office
230 Prospect Street
New Haven, CT 06511
Re: Dave & Buster's, Inc.
This letter sets forth our agreement that, for the purpose of inducing D&B
Holdings I, Inc., a Delaware corporation ("Parent") and D&B Acquisition Sub,
Inc., a Missouri corporation and wholly-owned subsidiary of Parent
("Purchaser"), to enter into an amendment to the Agreement and Plan of Merger
(as amended, the "Merger Agreement") by and among Parent, Purchaser and Dave &
Buster's, Inc. (the "Company") pursuant to which Purchaser will agree to merge
with and into the Company, and holders of shares of Common Stock, par value $.01
per share, of the Company (the "Common Stock"), will receive $13.50 cash per
share of Common Stock, you:
(a) hereby agree with the Purchaser and Parent that, at any meeting of the
Company's stockholders called for the purpose of acting upon approval of the
transaction contemplated by the Merger Agreement (the "Transaction"), and at any
adjournment or postponement thereof, or in connection with any written consent
of the Company's stockholders in lieu of such a meeting, you will vote all
shares of capital stock of the Company owned or controlled by you, whether now
owned or controlled or hereafter acquired or controlled (the "Shares"), in favor
of approval of the Transaction;
(b) hereby appoint Steven G. Puccinelli and Simon Moore, and each of them,
as the proxy of the undersigned, each with full power of substitution, to vote
all of the Shares on behalf of the undersigned at any meeting of stockholders of
the Company called for the purpose of acting upon the Transaction, and at any
adjournment or postponement thereof, with the same force and effect as such vote
would have if the undersigned were personally present at such meeting, in favor
of approval of the Transaction; this proxy, being coupled with an interest, is
irrevocable; and
(c) agree that in connection with any transfer of any of the Shares, you
will obtain from the transferee and deliver to Purchaser and Parent a letter
substantially in the form hereof; and acknowledge that the Company has agreed
not to permit any such transfer unless you have complied with the foregoing
requirements.
This agreement shall terminate and the proxy granted hereby shall expire
upon the earlier of (a) termination of the Merger Agreement by the Company in
accordance with its terms in order to accept a Superior Proposal (as defined in
the Merger Agreement), (b) any other termination of the Merger Agreement in
accordance with its terms or (c) the consummation of the Closing (as defined in
the Merger Agreement).
Notwithstanding any language in this document, we have the right to sell
any, or all, of our stock of Dave & Buster's, Inc. in the open market at any
time.
Please indicate your consent and agreement to the foregoing by signing
where indicated below.
D&B ACQUISITION SUB, INC.
D&B HOLDINGS I, INC.
By: /s/ Simon Moore
-----------------------------
Simon Moore, President
Agreed to and accepted this 12th day of July, 2002.
YALE UNIVERSITY
By: /s/ David F. Swensen
------------------------------------------------------
Name/Title: David F. Swensen
Chief Investment Officer
Exhibit 99.5
D&B ACQUISITION SUB, INC.
D& B HOLDINGS I, INC.
c/o Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166
July 11, 2002
Mr. Peter Schliemann
President & Equity Portfolio Manager
Rutabaga Capital Management
64 Broad Street
3rd Floor
Boston, MA 02109
Re: Dave & Buster's, Inc.
This letter sets forth our agreement that, for the purpose of inducing D&B
Holdings I, Inc., a Delaware corporation ("Parent") and D&B Acquisition Sub,
Inc., a Missouri corporation and wholly-owned subsidiary of Parent
("Purchaser"), to enter into an amendment to the Agreement and Plan of Merger
(as amended, the "Merger Agreement") by and among Parent, Purchaser and Dave &
Buster's, Inc. (the "Company") pursuant to which Purchaser will agree to merge
with and into the Company, and holders of shares of Common Stock, par value $.01
per share, of the Company (the "Common Stock"), will receive $13.50 cash per
share of Common Stock, you:
(a) hereby agree with the Purchaser and Parent that, at any meeting of the
Company's stockholders called for the purpose of acting upon approval of the
transaction contemplated by the Merger Agreement (the "Transaction"), and at any
adjournment or postponement thereof, or in connection with any written consent
of the Company's stockholders in lieu of such a meeting, you will vote all
shares of capital stock of the Company owned or controlled by you, whether now
owned or controlled or hereafter acquired or controlled (the "Shares"), in favor
of approval of the Transaction;
(b) hereby appoint Steven G. Puccinelli and Simon Moore, and each of them,
as the proxy of the undersigned, each with full power of substitution, to vote
all of the Shares on behalf of the undersigned at any meeting of stockholders of
the Company called for the purpose of acting upon the Transaction, and at any
adjournment or postponement thereof, with the same force and effect as such vote
would have if the undersigned were personally present at such meeting, in favor
of approval of the Transaction; this proxy, being coupled with an interest, is
irrevocable; and
(c) agree that in connection with any transfer of any of the Shares, you
will obtain from the transferee and deliver to Purchaser and Parent a letter
substantially in the form hereof; and acknowledge that the Company has agreed
not to permit any such transfer unless you have complied with the foregoing
requirements.
This agreement shall terminate and the proxy granted hereby shall expire
upon the earlier of (a) termination of the Merger Agreement by the Company in
accordance with its terms in order to accept a Superior Proposal (as defined in
the Merger Agreement), (b) any other termination of the Merger Agreement in
accordance with its terms or (c) the consummation of the Closing (as defined in
the Merger Agreement).
Notwithstanding any language in this document, we have the right to sell
any, or all, of our stock of Dave & Buster's, Inc. in the open market at any
time.
Please indicate your consent and agreement to the foregoing by signing
where indicated below.
D&B ACQUISITION SUB, INC.
D&B HOLDINGS I, INC.
By: /s/ Simon Moore
-----------------------------
Simon Moore, President
Agreed to and accepted this 12th day of July, 2002.
By: /s/ Peter Schliemann
------------------------------------------------
Name/Title: Peter Schliemann
President & Equity Portfolio Manager
Exhibit 99.6
Renaissance Capital Growth & Income Fund III, Inc.
Renaissance US Growth & Income Trust PLC
BFSUS Special Opportunities Trust PLC
c/o Renaissance Capital Group, Inc.
8080 N. Central Expressway, Suite 210
Dallas, Texas 75206
July 11, 2002
D&B Acquisition Sub, Inc.
D&B Holdings, I, Inc.
c/o Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, NY 10166
Re: Dave & Buster's Inc.
Gentlemen:
This letter sets forth our agreement that, for the purpose of inducing you
to enter into Amendment No. 1 to the Merger Agreement (as defined below),
Renaissance Capital Growth & Income Fund III, Inc., Renaissance US Growth &
Income Trust PLC and BFSUS Special Opportunities Trust PLC (the "Renaissance
Funds") will vote in favor of the Agreement and Plan of Merger as amended (the
"Merger Agreement") among D&B Acquisition Sub, Inc. ("Purchaser"), D&B Holdings
I, Inc. and Dave & Buster's, Inc. (the "Company") at a meeting of stockholders
of the Company called for that purpose, pursuant to which Purchaser will agree
to merge with and into the Company and pay to holders of shares of Common Stock,
par value $.01 per share, of the Company (the "Common Stock"), $13.50 cash per
share of Common Stock, and the Renaissance Funds will not sell or transfer their
shares prior to the record date for such meeting, provided, that in the event
that a tender offer or exchange offer for the Common Stock is made by a third
party valued at higher than $13.50 per share, this letter agreement shall have
no force or effect, and the Renaissance Funds may tender their shares to the
third party, consistent with their fiduciary duties.
This agreement shall terminate upon the earlier (a) termination of the
Merger Agreement by the Company in accordance with its terms in order to accept
a Superior Proposal (as defined in the Merger Agreement), (b) any other
termination of the Merger Agreement in accordance with its terms, or (c) the
Closing of the Merger.
Please indicate your consent and agreement to the foregoing by signing
where indicated below.
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
By: Renaissance Capital Group, Inc.,
Investment Advisor
By: /s/ Russell Cleveland
-----------------------------------
Russell Cleveland
President and CEO
RENAISSANCE US GROWTH & INCOME TRUST PLC
By: /s/ Russell Cleveland
-------------------------------------------
Russell Cleveland, Director
BFSUS SPECIAL OPPORTUNITIES TRUST PLC
By: /s/ Russell Cleveland
-------------------------------------------
Russell Cleveland, Director
Agreed to and accepted this 12th day of July, 2002.
D&B Acquisition Sub, Inc.
By: /s/ Simon Moore
-----------------------------------
Name: Simon Moore
Title: President
D&B Holdings I, Inc.
By: /s/ Simon Moore
-----------------------------------
Name: Simon Moore
Title: President
EXHIBIT 99.9
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(h) of the Securities Exchange Act of 1934, as
amended, the undersigned agree to the joint filing on behalf of each of them a
Statement on Schedule 13D (including any and all amendments thereto) with
respect to the common stock of Dave & Buster's, Inc. and further agree that this
Joint Filing Agreement shall be included as an Exhibit to such joint filing.
The undersigned further agrees that each party hereto is responsible for
the timely filing of such statement on Schedule 13D and any amendments thereto,
and for the completeness and accuracy of the information concerning such party
contained therein, provided that no party is responsible for the completeness
and accuracy of the information concerning the other party, unless such party
knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original instrument, but all of such
counterparts together shall constitute but one agreement.
In evidence thereof the undersigned, being duly authorized, hereby execute
this Agreement this 22nd day of July, 2002.
D&B Acquisition Sub
/s/ Simon Moore
-----------------------------------
Name: Simon Moore
Title: President
D&B Holdings I, Inc.
/s/ Simon Moore
-----------------------------------
Name: Simon Moore
Title: President