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Dave & Buster's, Inc.
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(DAVE & BUSTER'S LOGO)
YOUR VOTE IS STRATEGICALLY IMPORTANT
May 22, 2003
Dear Fellow Dave & Buster's Shareholder:
Since our last letter to you on April 10, we have filed our proxy materials with
the SEC and we are now able to publicly address a very serious situation. Today
we need your consideration, your attention and your vote to prevent a possible
board takeover of Dave & Buster's, Inc.
THE FUTURE OF YOUR COMPANY IS AT STAKE - EVERY VOTE COUNTS!
Today you may choose between two opposing slates of three directors.
The first is our slate of directors, comprised of highly qualified individuals
dedicated to the long-term operational excellence and governance integrity of
o Peter Edison, Chairman of the Board
o James "Buster" Corley, CEO & COO
o Patricia Priest, Audit Committee Chair
The second slate is being submitted by Don Netter of Dolphin Limited Partnership
I, L.P., an opportunistic private investment arbitrage fund originally
bankrolled by entities controlled by Mr. Netter's father. Dolphin has acquired
most of its Dave & Buster's stock just within the last nine months.
As you consider your choices between the two slates of directors, please
carefully consider the following information about Mr. Netter, his nominees and
o MR. NETTER held high-level executive positions, including TREASURER, AND
served as a DIRECTOR of Damon Corp.(1) during the time that the company was
engaged in a massive MEDICARE FRAUD scheme that resulted in the company
paying $119 million to settle the criminal and civil charges.(2) The Damon
directors, which included Mr. Netter, reportedly failed to disclose to
investigators, or to shareholders, evidence of Medicare billing
irregularities they discovered during an internal investigation.(3)
According to reports in The Boston Globe and The Salt Lake Tribune, the
federal prosecutor involved in the case described the fraud as "corporate
greed run amok."(4) THIS IS NOT WHAT WE WOULD CONSIDER HIGH LEVELS OF
o EXCEPT FOR DAMON CORP., MR. NETTER'S ONLY REPORTED EXPERIENCE SERVING AS A
PUBLIC COMPANY DIRECTOR IS WITH COMPANIES THAT ARE CONTROLLED BY HIS
FATHER, OTHER FAMILY MEMBERS OR HIMSELF.(5) Mr. Weinstein and Mr. Hartline,
the other two nominees on Mr. Netter's slate, have notable backgrounds in
the accounting and legal fields, respectively. HOWEVER, NEITHER OF THESE
OTHER TWO NOMINEES HAS ANY EXPERIENCE SERVING ON A PUBLIC COMPANY BOARD.(6)
o In addition to seeking three seats on your Company's board this year, WE
BELIEVE THAT MR. NETTER IS POSITIONING HIMSELF TO TAKE CONTROL OF YOUR
COMPANY AT THE 2004 ANNUAL MEETING, WITHOUT INDICATING WHETHER HE INTENDS
TO PAY YOU A DIME FOR THE PRIVILEGE. In a letter to Dave & Buster's
Chairman dated April 15, 2003, Mr. Netter wrote: "We want to assure you
that, if our slate is elected, shareholders will be empowered to effect a
change in control of the board in 2004 if necessary."(7) Why would you
allow an arbitrage fund manager to take control over your Company? MR.
NETTER DEFINITELY HASN'T WORKED FOR THE PRIVILEGE; HE DOESN'T HAVE WHAT WE
THINK IS A SUCCESSFUL TRACK RECORD OF BUILDING SHAREHOLDER VALUE; AND IN
OUR OPINION, HIS AND DOLPHIN'S INTERESTS IN THE LONG-TERM PROSPECTS OF DAVE
& BUSTER'S ARE NOT ALIGNED WITH YOURS.
o Last year, Dolphin disclosed it owned a 3.5 percent stake in a company
called Liquid Audio (Nasdaq: LQID), which is now in LIQUIDATION FOLLOWING A
TAKEOVER BATTLE ENCOURAGED BY MR. NETTER. At the time, Liquid Audio had
signed a merger agreement with Alliance Entertainment. Dolphin, through Don
Netter, spoke out forcefully against the merger, instead supporting a
takeover by MM Companies.(8) Lawsuits were filed, the board eventually
approved the MM Companies takeover and two new directors from MM Companies
were named to the board.(9) Since that time, multiple directors, the CEO
and the CFO have all resigned from Liquid Audio, the company has received a
notice of DELISTING from Nasdaq, and the most recent financials of the
company attributed nearly $1 million of its loss to fees "associated with
the various litigation matters" relating to the takeover.(10)
o Don Netter has not articulated in his proxy materials any value he has ever
brought to a public company. IN OUR OPINION, MR. NETTER OFFERS LITTLE TO
YOU, OUR SHAREHOLDERS, EXCEPT AN UNPROVEN TRACK RECORD, SELF-SERVING
AMBITION, A LOT OF NEGATIVE RHETORIC AND A PLAN TO TAKE CONTROL OF YOUR
o In our opinion, Mr. Netter is using Dave & Buster's as a platform to
elevate his own profile and Dolphin's, at our shareholders' expense. We
believe that you will see through Mr. Netter's rhetoric, and view his true
agenda for what we think it really is.
At this point in Dave & Buster's history, and with the backdrop of the current
economic climate, shareholders will best be served through the careful
implementation of a strategic plan to improve performance and build for future
growth. We have that plan in place. We have the management team and a strong,
focused board of directors who can implement the plan and produce tangible,
measurable results. DAVE & BUSTER'S BELIEVES THAT THE ELECTION OF A DISSIDENT
SLATE OF DIRECTORS LED BY MR. NETTER WILL ONLY DIVIDE, DISTRACT AND DISRUPT
YOUR BOARD OF DIRECTORS AT EXACTLY THE TIME WHEN FOCUS AND COMMITMENT TO
SHAREHOLDER VALUE ARE NEEDED MOST.
Our belief that MR. NETTER'S INTENT IS ONLY TO BE DISRUPTIVE AND UNREASONABLE
has been hardened by his CONTINUED REFUSAL to consider practical resolutions
proposed by Dave & Buster's. WE OFFERED MR. NETTER POTENTIAL COMPROMISES,
including opportunities to suggest director candidates for consideration by the
Board's Nominating and Governance Committee, and a possible board seat for one
of his nominees or for Mr. Netter himself. We offered these compromises IN AN
ATTEMPT TO SAVE THE COMPANY A GREAT DEAL OF TIME AND MONEY, and to avoid
distracting management with a proxy contest at a time when it should be focused
squarely on the Company's business.
BY POSITIVE CONTRAST, in an effort to be receptive to shareholders' concerns,
Dave & Buster's has REACHED AN AGREEMENT WITH ONE OF ITS LARGEST SHAREHOLDERS,
RENAISSANCE CAPITAL GROUP, INC. (Nasdaq: RENN). Renaissance has agreed to VOTE
THEIR 619,700 SHARES FOR OUR DIRECTORS AND ALSO WITHDRAW THEIR SHAREHOLDER
PROPOSAL. For your consideration, we have included this announcement and also
the news of our excellent ratings for corporate governance.
The future direction of your Company is dependent upon you VOTING FOR DAVE &
BUSTER'S SLATE OF DIRECTORS ON THE WHITE PROXY CARD. Now is the time to support
the momentum we are building to increase the value of Dave & Buster's by more
efficient management driven by our strong and independent Board of Directors.
Thank you for your time and your support.
(1) Source: Proxy statement filed by Damon Corp with the SEC on June 11, 1993,
and proxy statement filed by Dolphin Limited Partnership I, L.P.
("Dolphin") with the SEC on May 19, 2003. The Damon proxy statement
indicates that Mr. Netter served as a director of Damon Corp. beginning in
1989, as Vice President of Damon Corp. beginning in May 1989, and as Senior
Vice President and Treasurer of Damon Corp. beginning in February 1992. The
Dolphin proxy statement indicates that Mr. Netter held his directorship and
various officerships in Damon Corp beginning in 1989 and until the sale of
Damon Corp in 1993.
(2) Source: "Needham Lab Fined $119m for Fraud," The Boston Globe, October 10,
(3) Source: "Romney Says Board Didn't Alert Probers, Declares Firm Took
Corrective Action," The Boston Globe, October 11, 2002; "Romney Confirms
Findings Not Turned Over to the Feds," The Salt Lake Tribune, October 11,
(4) Source: "Needham Lab Fined $119m for Fraud," The Boston Globe, October 10,
1996 (quoting US Attorney Donald Stern); "Romney Confirms Findings Not
Turned Over to the Feds," The Salt Lake Tribune, October 11, 2002.
(5) Source: Dolphin's definitive proxy statement filed with the SEC on May 19,
2003 indicates that Mr. Netter is or has been a director of three public
companies: Damon Corp., The Aristotle Corporation and Independence Holding
Company. Mr. Netter's positions with Damon Corp. are summarized in note 1
above. Based on Dolphin's definitive proxy statement, "[f]rom 1989 to 1993,
Mr. Netter was co-general partner of RLR Partners L.P., the general partner
of Ballantrae Partners, L.P., a New York based private
investment partnership that was engaged in acquiring significant stakes in
public companies, merger arbitrage and leveraged acquisitions. Following
Ballantrae's leveraged acquisition of Damon Corporation in 1989 and until
its sale in 1993, Mr. Netter was a director and held officerships of Damon,
a significant participant in the clinical laboratory testing business." The
Schedule 13D for The Aristotle Corporation filed by Geneve Corporation on
June 19, 2002 states that Mr. Edward Netter (the father of Mr. Donald
Netter) may be "deemed to be the controlling person of Geneve
[Corporation]." According to that Schedule 13D, Geneve Corporation,
moreover, owns 93.9% of the common stock and 91.1% of the voting stock of
The Aristotle Corporation. In addition, Independence Holding Company's Form
10-Q filed on May 15, 2003, indicates that Geneve Holdings, Inc. and its
affiliated entities hold approximately 58% of Independence Holding
Company's outstanding common stock of as of March 31, 2003. Independence
Holding Company's proxy statement field with the SEC on April 30, 2002
further states that Mr. Edward Netter and members of his family "control
Geneve by virtue of his voting interest."
(6) The information contained in Dolphin's definitive proxy statement and in
Dolphin's notice to Dave & Buster's of its intent to nominate directors
does not indicate that either of Messrs. Hartline or Weinstein has served
as a director of a public company.
(7) A copy of the April 15 letter to our Chairman is included as part of a
Schedule 14A (Definitive Additional Materials) filed by Dave & Buster's,
Inc. with the SEC on May 20, 2003.
(8) Source: "Holders of 3-1/2% of Liquid Audio to Vote Against Merger," PR
Newswire, September 23, 2002.
(9) Source: Form 10-Q filed by Liquid Audio with the SEC on November 14, 2002.
(10) Source: Form 10K filed by Liquid Audio with the SEC on March 31, 2003;
Schedule 14A (Definitive Additional Material) filed by Liquid Audio with
the SEC on October 8, 2002; Ron Harris, "Struggling Liquid Audio to
Dissolve, Pay Stockholders," Associated Press Newswires, December 9, 2002.
YOUR VOTE IS IMPORTANT
1. To vote FOR your Company's nominees, you MUST execute a WHITE proxy
2. THE BOARD OF DIRECTORS URGES YOU TO DISCARD the BLUE proxy card YOU
MAY HAVE RECEIVED FROM DOLPHIN LIMITED PARTNERSHIP I, L.P.
("DOLPHIN"). A "WITHHOLD AUTHORITY" VOTE ON DOLPHIN'S BLUE PROXY CARD
IS NOT A VOTE FOR THE BOARD'S NOMINEES.
3. IF YOU VOTED ON A BLUE PROXY CARD BUT WISH TO SUPPORT YOUR COMPANY'S
NOMINEES, please sign, date and mail the enclosed WHITE proxy card IN
THE POSTAGE-PAID ENVELOPE PROVIDED AS SOON AS POSSIBLE.
4. REMEMBER - ONLY YOUR LATEST DATED PROXY WILL DETERMINE HOW YOUR SHARES
ARE TO BE VOTED AT THE MEETING.
5. IF ANY OF YOUR SHARES ARE HELD IN THE NAME OF A BANK, BROKER OR OTHER
NOMINEE, PLEASE CONTACT THE PARTY RESPONSIBLE FOR YOUR ACCOUNT AND
DIRECT THEM TO VOTE YOUR SHARES FOR YOUR COMPANY'S NOMINEES ON THE
WHITE PROXY CARD.
For assistance in voting your shares, or for further information, please contact
our proxy solicitor.
If you have questions or need assistance in voting your shares, please call:
(GEORGESON SHAREHOLDER LOGO)
17 State Street, 10th Floor
New York, NY 10004
(800) 605-6576 (Toll Free)
Banks and Brokerage Firms please call:
Peter Edison James "Buster" Corley David "Dave" Corriveau
Chairman of the Board CEO and COO President
Dave & Buster's, Inc. Dave & Buster's, Inc. Dave & Buster's, Inc.