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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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DOLPHIN LIMITED PARTNERSHIP I, L.P.
NINETY-SIX CUMMINGS POINT ROAD
STAMFORD, CT 06902
April 23, 2003
Dear fellow Dave & Buster's, Inc. shareholder:
As you may know, Dolphin Limited Partnership I, L.P., is Dave & Buster's, Inc.
("DAB" or the "Company") largest shareholder with 9.5% of the outstanding
shares. For the June 2003 Annual Shareholders' Meeting we have nominated for
election the following directors, whom you can trust are independent, highly
qualified and will represent only your interests.
o Edward A. Weinstein - Retired Partner, Deloitte & Touche, LLP. Mr.
Weinstein, most recently a senior member of Deloitte & Touche's Merger,
Acquisitions and Restructuring Unit, has over 40 years of distinguished
public auditing experience and qualifies as a "financial expert" under the
Sarbanes-Oxley Act.
o Donald T. Netter -- Senior Managing Director, Dolphin Limited Partnership
I, L.P., the single largest DAB shareholder and is committed to delivering
value for you. Mr. Netter has 20 years of experience in managing
investments in public and private companies.
o Edward E. Hartline -- Managing Partner of the Texas-based law firm of
Brown McCarroll, LLP. Mr. Hartline specializes in tax, corporate, and
merger and acquisition law and is a Director of two privately held
restaurant companies.
By electing this independent slate, you can trust that Messrs. Weinstein,
Netter and Hartline will work to maximize shareholder value and promote
integrity and accountability for you at DAB.
We began our DAB reform campaign in a March 3, 2003 letter to this board which
announced our intention to run directors and proposed corporate governance
reforms to promote senior management and board integrity and accountability for
the benefit of all shareholders. This platform is in response to what we believe
were this board's serious breaches of trust and fiduciary duty that we outlined
in our letter to the board. The public record documents a deeply flawed,
conflicted, and ultimately failed sales process that concluded last fall. This
history, together with the poor operating results and a stagnant share price for
the past three years, underscores the need for shareholder sponsored change.
We believe that the recently announced reshuffling of this board amounts only to
"lip service" to cover up serious breaches of trust and fiduciary duty to the
shareholders. If the current board is truly interested in governance reform,
then why has it disenfranchised you by increasing the size of the board to nine
and appointing a handpicked director who will not be subject to shareholder
election until 2004? We strongly and publicly urged against this unilateral
board action which was done in the face of our initiatives and without
shareholder approval.
The election of our slate -which is committed to maximizing value for all
shareholders - will send a strong message to the remaining core six directors
that "lip service" about maximizing value, corporate governance, integrity and
accountability is not enough. By electing our slate, you are putting this board
on notice that you, the shareholders, want to see value maximized by the 2004
Annual Meeting or, you, the shareholders, may change control of this board at
that time by electing additional independent directors.
This board's recent reshuffling has not changed the fundamentals - While it was
appropriate for at least two of the directors to recently resign from the board,
the remaining core six directors who were directly involved with and who oversaw
the flawed, conflicted and failed sale process still represent a super majority
of this now expanded nine member board.
For example, director Edison, the recently named Chairman of the board, was a
member of the special committee overseeing the failed sale process. Further, the
board recently established a Lead Director position, but then filled it with
director Levy. The establishment of a Lead Director to preside over board
sessions held without management present is an idea we put forth in our letter
to the board. However, we believe the appointment of director Levy, the Chairman
of this very same special committee, is not designed to benefit the
shareholders, but rather to forestall real change. What message does it send to
shareholders when directors who we believe have already breached the trust are
elevated to new positions of authority and responsibility?
In our opinion, there is an abundant and clear record of significant
deficiencies in corporate governance and oversight and poor operating and share
price performance. Over the past three years, while DAB's operating results and
share price have stalled, top management's total compensation has climbed. In
marked contrast and despite the economy, comparable publicly traded companies
have appreciated significantly.
In an April 10, 2003 letter to the shareholders, directors Corriveau and Corley
stated, "we will demonstrate our seriousness about reinventing ourselves as a
leader on the corporate goverance front".
Our independent nominees have no need to "reinvent" themselves! We have been,
and always will be, committed to maximizing value, integrity and accountability
for your, the shareholders.
We invite you to join our campaign to maximize shareholder value and to restore
integrity and accountability by voting for our independent director slate. We
will soon be mailing you our proxy materials which will contain detailed
information about our nominees and their program as well as the actions this
board has taken. Until you receive that information, we urge you not to return
any proxy card sent to you by DAB's Board and management.
If you have any questions, please call Innisfree M&A Incorporated, toll-free, at
1-888-750-5834.
Very Truly Yours,
/s/ Donald T. Netter
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Donald T. Netter
Senior Managing Director
The following is a list of the names and stockholdings of persons who may be
deemed to be "participants" in Dolphin's solicitation with respect to the shares
of the Company: Dolphin beneficially owns 1,262,800 shares of the Company's
outstanding common stock. Donald T. Netter is Senior Managing Director of
Dolphin and a nominee for director but does not individually own any common
stock of the Company. Neither Edward A. Weinstein nor Edward E. Hartline,
nominees for director, own any common stock of the Company. Other officers or
employees of Dolphin or its affiliates who will be identified in Dolphin's proxy
statement and who do not own any common stock may also solicit proxies on
Dolphin's behalf.
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.