SCHEDULE 14A
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INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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Dave & Buster's, Inc.
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(Name of Registrant as Specified In Its Charter)
Dolphin Limited Partnership I, L.P.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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FOR IMMEDIATE RELEASE
For further information, contact:
Arthur B. Crozier/Alan M. Miller
Innisfree M&A Incorporated
212-750-5833
Dolphin Sets Deadline for
DAB Shareholder List and Other Documents
Stamford, CT-- March 20, 2003. - Dolphin Limited Partnership I, L.P., now
the holder of 9.3% of the outstanding shares of Dave & Buster's, Inc. (NYSE:
DAB) and its single largest shareholder, stated that the Company has declined to
provide the shareholder information that it requested and has responded to
Dolphin's request for other corporate records only by say that it is "reviewing
Dolphin's demand." Dolphin made its requests for shareholder information and for
the minutes of its board meetings, meetings of the special committee and other
relevant information by letters dated March 11, 2003. Dolphin yesterday informed
the Company that unless Dolphin receives the requested information by the close
of business on March 21, 2003, Dolphin will pursue all available remedies.
Dolphin previously announced its intention to nominate three independent
directors for election at the annual meeting customarily held in June. Directors
James Corley, the Company's co-CEO and co-Chairman, Walter Henrion and Peter
Edison are up for election at the 2003 annual meeting. Messrs. Corley and
Henrion were participants in the Company's recently failed buyout attempt. Mr.
Edison is a member of the special committee that was charged with overseeing the
sale process. As detailed in Dolphin's letter to the Company's board of March 3,
2003, filed with Dolphin's Schedule 13D, Dolphin believes that the sale process
was flawed and reflected unchecked conflicts of interest. Dolphin's director
nominee slate, while constituting a minority of the board, will seek to maximize
shareholder value and improve corporate governance. Dolphin believes its
nominees will have the range of business and financial expertise to promote
Dolphin's platform for the benefit of all shareholders.
A spokesperson for Dolphin commented, "We find a unique irony in the
Company's conduct. On March 5, 2003, the Company announced a purported
initiative to enhance corporate governance. Not two weeks later, the Company
denies its largest shareholder information to communicate with other
shareholders and stalls a request for records relating to fundamental governance
issues. Moreover, we believe that the Company's basis for denying our request
for shareholder information is incorrect as a matter of Missouri law and is a
tactical maneuver to interfere with our shareholder rights and hinder our proxy
campaign."
The spokesman continued, "In our view, the Company's response to our
request continues a pattern of conduct contrary to shareholder interests. As
detailed in our letter to the board, we believe that the Company's board and
special committee bear
responsibility for a flawed, conflicted and ultimately failed sale process and
that the Company has awarded senior management rich compensation during a period
when operating results have suffered and the share price has gone nowhere. Only
after Dolphin announced its intention to run a slate did the Company go public
with purported governance and operating initiatives, that we believe are way too
little, way too late. The Company's treatment of our request for information, to
which we believe any DAB shareholder is legally entitled, demonstrates to us
that this board and senior management continue in their cavalier attitude toward
shareholders.
It appears to be business as usual with the current board. Each
shareholder will have to carefully examine this board's actions rather than its
talk."
The following is a list of the names and stockholdings, if any, of persons
who may be deemed to be "participants" in Dolphin's solicitation with respect to
the shares of the Company: Dolphin beneficially owns 1,235,900 shares of the
Company's outstanding common stock. Donald Netter, as Senior Managing Director
of Dolphin, may also be deemed to be a participant but does not individually own
any common stock of the Company.
Dolphin intends to disseminate a proxy statement with respect to its
solicitation in support of its nomination of directors at the Company's 2003
annual meeting. Shareholders should read this proxy statement if and when it
becomes available because it will contain important information. Shareholders
will be able to obtain copies of the proxy statement, related materials and
other documents filed with the Securities and Exchange Commission's web site at
http://www.sec.gov without charge when these documents become available.
Shareholders will also be able to obtain copies of that proxy statement and
related materials without charge, when available, from Innisfree M&A
Incorporated by oral or written request to: 501 Madison Avenue, New York, New
York 10022, telephone: 888-750-5833.
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