UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
DAVE & BUSTER'S, INC.
---------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
23833N104
---------
(CUSIP Number)
Patrick J. Dooley, Esq.
Akin Gump Strauss Hauer & Feld LLP
590 Madison Avenue
New York, New York 10022
(212) 872-1000
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 9, 2005
----------------
(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [X].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule ss.240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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).
Continued on following page(s)
Page 1 of 10 Pages
SCHEDULE 13D
CUSIP No. 23833N104 Page 2 of 10 Pages
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
HBK INVESTMENTS L.P.
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)
WC (1)
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 7 Sole Voting Power
Shares 1,314,400 (1) (2)
Beneficially
Owned By 8 Shared Voting Power
Each 0
Reporting
Person 9 Sole Dispositive Power
With 1,314,400 (1) (2)
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,314,400 (1) (2)
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)
9.2%
14 Type of Reporting Person (See Instructions)
PN
- -----------------------
(1) The Reporting Person has sole voting and dispositive power over the
Shares pursuant to an Investment Management Agreement with HBK Master
Fund L.P. (the "Fund"). Accordingly,
Page 3 of 10 Pages
the Fund has no beneficial ownership of such Securities. The source of
funds used or to be used in making purchases is working capital of the
Fund.
(2) The Reporting Person's power is exercised by its general partner, HBK
Partners II L.P., whose general partner is HBK Management L.L.C.
Page 4 of 10 Pages
This Statement on Schedule 13D relates to shares of Common Stock,
$0.01 par value per share (the "Shares"), of Dave & Buster's, Inc.(the
"Issuer"). Certain of the Shares herein were previously reported on Schedule 13G
filed on October 28, 2005. This statement on Schedule 13D is being filed by the
Reporting Person (as defined below) to report the information disclosed in Item
4 hereof.
Item 1. Security and Issuer.
This Statement relates to the Shares. The address of the principal
executive office of the Issuer is 2481 Manana Drive, Dallas, Texas 75220.
Item 2. Identity and Background.
This Statement on Schedule 13D is filed by HBK Investments L.P., a
Delaware limited partnership (the "Reporting Person").The Reporting Person
is an investment management firm that provides investment management services
to private investment funds. Its principal office is located at 300 Crescent
Court, Suite 700, Dallas, Texas 75201. Information is also included herein
with respect to the following persons: HBK Partners II L.P., a Delaware
limited partnership ("Partners II"); HBK Management L.L.C., a Delaware
limited liability company ("Management"); and Kenneth M. Hirsh, Laurence H.
Lebowitz, William E. Rose, David C. Haley and Jamiel A. Akhtar, members of
Management, who may control Management (collectively, "Managers"). The
Reporting Person and the other entities and individuals identified in this
paragraph are sometimes referred to collectively as the "Item 2 Persons."
Each of the Managers is a United States citizen. The principal
occupation of each Manager is serving as a Managing Director of the Reporting
Person. The business address of each Manager is 300 Crescent Court, Suite 700,
Dallas, Texas 75201, except for Mr. Hirsh, whose business address is 350 Park
Avenue, 20th Floor, New York, New York 10022.
During the last five years, none of the Item 2 Persons has been (a)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price for the Shares was approximately $18
million. The source of funds for the purchase transactions was the Fund's
working capital. The Shares are held in prime brokerage accounts of the Fund,
which may from time to time have debit balances. Because other securities are
also held in such accounts, it is not possible to determine the amounts, if any,
of financing used at any time with respect to the Shares.
Item 4. Purpose of Transaction.
The Shares were originally acquired by the Reporting Person, for the
account of the Fund, in the ordinary course of business and were not acquired
with the purpose or effect of changing or influencing control of the Issuer.
This Schedule 13D is being filed as a result of the announcement on December 9,
2005 of an Agreement and Plan of Merger among the Issuer and affiliates of
Wellspring Capital Management LLC, a private equity firm, pursuant to which an
affiliate of Wellspring will acquire all of the Issuer's outstanding Shares for
cash. The Reporting Person has commenced the process of evaluating its position
with respect to the transactions contemplated by the Agreement and Plan of
Merger (the
Page 5 of 10 Pages
"Merger") and is concerned that the $18.05 per Share cash consideration
to the paid to the Issuer's shareholders in connection with the merger may be
inadequate. In connection with the foregoing evaluation, the Reporting Person
may acquire, or cause to be acquired, additional securities of the Issuer,
dispose, or cause to be disposed, such securities at any time, contact other
shareholders of the Issuer regarding among other things, the proposed Merger, or
formulate other purposes, plans or proposals regarding the Merger, including but
not limited to its support of or opposition to the Merger, proposal of an
alternative to the Merger, communications with the management or board of
directors of the Issuer, or the support of a third party's plans or proposals
concerning the Merger or an alternative proposal.
In addition to the foregoing, the Reporting Person reserves the right
to acquire, or cause to be acquired, additional securities of the Issuer, to
dispose of, or cause to be disposed, such securities at any time or to formulate
other purposes, plans or proposals regarding the Issuer or any of its
securities, to the extent deemed advisable in light of general investment and
trading policies of the Reporting Person, market conditions or other factors.
Except as otherwise described herein, none of the Item 2 Persons has
any current plans or proposals that relate to or would result in any of the
transactions or changes contemplated in Items 4(a) through 4(j) of Schedule 13D.
Such person may, at any time and from time to time, review or reconsider their
position and formulate such plans or proposals.
Item 5. Interest in Securities of the Issuer.
(a) - (b) The Shares referenced in this statement consist of
1,314,400 Shares beneficially owned by the Reporting Person, representing
approximately 9.2% of the 14,292,500 Shares outstanding as of December 7, 2005,
as reported by Issuer in its Form 10-Q for the quarter ended October 30, 2005
filed with the Securities and Exchange Commission on December 9, 2005.
Pursuant to an Investment Management Agreement with the Fund,
and acting through its general partner, Partners II, the Reporting Person has
the sole power to vote or direct the vote and to dispose or to direct the
disposition of the Shares. Accordingly, the Reporting Person may be deemed to be
the beneficial owner of the Shares. Acting through its general partner,
Management, and in its capacity as the general partner of the Reporting Person,
Partners II has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of the Shares. Accordingly, Partners II may be deemed
to be the beneficial owner of the Shares. In its capacity as the general partner
of Partners II, Management has the sole power to vote or to direct the vote and
to dispose or to direct the disposition of the Shares. Accordingly, Management
may be deemed to be the beneficial owner of the Shares. In their capacity as
controlling persons of Management, the Managers have the sole power to vote or
to direct the vote and to dispose or to direct the disposition of the Shares.
Accordingly, each of the Managers may be deemed to be the beneficial owner of
the Shares. The Item 2 Persons expressly declare that the filing of this
statement on Schedule 13D shall not be construed as an admission that they are,
for the purpose of Section 13(d) or 13(g) of the Securities and Exchange Act of
1934, the beneficial owners of the Shares.
(c) Except as described below on Annex A attached hereto,
there have been no acquisitions or dispositions of Shares made by the Reporting
Person, for the account of the Fund, during the past 60 days. All of such
transactions described on Annex A were conducted through open market
transactions.
(d) The limited partners or shareholders of the funds that own
the Fund, for which the Reporting Person acts as investment manager, have the
right to participate indirectly in the receipt of dividends from, or proceeds
from the sale of, the Shares in accordance with their respective ownership
interests in the Fund.
(e) Not applicable.
Page 6 of 10 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Shares are held in prime brokerage accounts of the Fund and have
been pledged as collateral to secure debit balances in such accounts which may
exist from time to time.
Except as described above, to the best knowledge of the Reporting
Person, there are no contracts, arrangements, understandings or relationships
(legal or otherwise) between any of the Item 2 Persons and any other person with
respect to any securities of the Issuer, including but not limited to, transfer
or voting of any of the Shares (including as a result of any pledge), finders'
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
This Item is not applicable.
Page 7 of 10 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Date: December 9, 2005 HBK INVESTMENTS L.P.
By: /s/ Jon L. Mosle
----------------------
Jon L. Mosle
Authorized Signatory (1)
(1) An Authorization Certificate authorizing Jon L. Mosle to act on
behalf of HBK Investments L.P. was previously filed.
Page 8 of 10 Pages
ANNEX A
RECENT TRANSACTIONS IN THE SECURITIES OF
DAVE & BUSTERS, INC.
Date of Nature of Number of Price per
-
For the Account of Transaction Transaction Securities Share
- ------------------ ----------- ----------- -------------- -----
December 8, 2005 Buy 4,900 15.2933
HBK Master Fund L.P.
HBK Master Fund L.P.
December 7, 2005 Buy 15,400 15.3762
HBK Master Fund L.P.
December 6, 2005 Buy 8,900 15.2930
HBK Master Fund L.P.
December 5, 2005 Buy 21,113 15.4650
HBK Master Fund L.P.
December 2, 2005 Buy 12,012 15.1375
HBK Master Fund L.P.
December 2, 2005 Buy 600 15.1500
HBK Master Fund L.P.
December 2, 2005 Buy 1,800 15.1511
HBK Master Fund L.P.
December 1, 2005 Buy 9,775 15.2765
HBK Master Fund L.P.
November 30, 2005 Buy 6,500 14.9565
HBK Master Fund L.P.
November 30, 2005 Buy 11,100 15.0432
HBK Master Fund L.P.
November 29, 2005 Buy 4,300 14.9928
HBK Master Fund L.P.
November 28, 2005 Buy 9,200 14.8323
HBK Master Fund L.P.
November 25, 2005 Buy 3,100 14.6516
HBK Master Fund L.P.
November 23, 2005 Buy 11,900 14.6966
HBK Master Fund L.P.
November 22, 2005 Buy 11,200 14.5210
HBK Master Fund L.P.
November 21, 2005 Buy 51,300 14.5500
HBK Master Fund L.P.
November 21, 2005 Buy 1,800 14.6300
HBK Master Fund L.P.
November 18, 2005 Buy 14,900 14.6046
HBK Master Fund L.P.
November 18, 2005 Buy 600 14.3500
HBK Master Fund L.P.
November 17, 2005 Buy 4,700 14.0923
HBK Master Fund L.P.
November 17, 2005 Buy 9,600 14.0923
HBK Master Fund L.P.
November 16, 2005 Buy 5,400 14.0539
HBK Master Fund L.P.
November 16, 2005 Buy 10,200 14.0525
HBK Master Fund L.P.
November 15, 2005 Buy 19,200 14.3874
HBK Master Fund L.P.
November 15, 2005 Buy 12,900 14.4025
HBK Master Fund L.P.
November 14, 2005 Buy 22,500 14.5450
HBK Master Fund L.P.
November 14, 2005 Buy 17,600 14.5395
HBK Master Fund L.P.
November 11, 2005 Buy 18,400 14.8463
HBK Master Fund L.P.
November 11, 2005 Buy 16,300 14.8650
HBK Master Fund L.P.
November 10, 2005 Buy 17,600 14.7825
HBK Master Fund L.P.
November 9, 2005 Buy 8,700 14.8031
HBK Master Fund L.P.
November 8, 2005 Buy 14,800 14.9545
HBK Master Fund L.P.
November 7, 2005 Buy 100 14.7000
HBK Master Fund L.P.
November 7, 2005 Buy 7,000 14.8894
HBK Master Fund L.P.
November 4, 2005 Buy 11,600 14.8847
HBK Master Fund L.P.
November 3, 2005 Buy 19,000 14.6391
HBK Master Fund L.P.
November 2, 2005 Buy 23,300 14.9214
HBK Master Fund L.P.
November 1, 2005 Buy 17,200 13.5920
HBK Master Fund L.P.
October 31, 2005 Buy 1,100 13.1991
HBK Master Fund L.P.
October 28, 2005 Buy 32,300 12.7785
HBK Master Fund L.P.
October 27, 2005 Buy 13,000 12.7362
HBK Master Fund L.P.
October 26, 2005 Buy 10,800 13.0565
HBK Master Fund L.P.
October 25, 2005 Buy 20,100 13.0625
HBK Master Fund L.P.
October 24, 2005 Buy 23,600 13.0701
HBK Master Fund L.P.
October 21, 2005 Buy 27,400 13.0343
HBK Master Fund L.P.
October 19, 2005 Buy 16,000 12.9961
HBK Master Fund L.P.
October 18, 2005 Buy 25,600 13.1006
HBK Master Fund L.P.
October 17, 2005 Buy 19,600 13.0735
HBK Master Fund L.P.
October 13, 2005 Buy 20,900 13.1300
HBK Master Fund L.P.
October 12, 2005 Buy 39,500 12.9729
HBK Master Fund L.P.
October 11, 2005 Buy 32,500 13.0154
HBK Master Fund L.P.
October 10, 2005 Buy 11,100 13.0122