SUMMARY TERM SHEET

     This summary term sheet highlights material information from this proxy statement and does not contain all of the information that is important to you. To understand the merger fully, you should carefully read this entire proxy statement, including the information incorporated by reference, the appendices and the additional documents referred to in this proxy statement.

Parties to the Merger
(page 15)

Dave & Buster’s, Inc.
2481 Manana Drive
Dallas, Texas 75220
(214) 357-9588

     Dave & Buster’s, Inc., a Missouri corporation, operates large format, high-volume restaurant/entertainment complexes. Each of our entertainment complexes offers a full menu of high-quality food and beverage items combined with an extensive array of entertainment attractions such as pocket billiards, shuffleboard, state-of-the-art interactive simulators and virtual reality systems, and traditional carnival-style games of skill.

     In this proxy statement, Dave & Buster’s, Inc. is referred to as “D&B”.

WS Midway Holdings, Inc.
c/o Wellspring Capital Management LLC
Lever House
390 Park Avenue
New York, New York 10022-4608
(212) 318-9800

     WS Midway Holdings, Inc., a Delaware corporation and an affiliate of Wellspring Capital Management LLC, was formed solely for the purpose of effecting the merger and the transactions related to the merger. It has not engaged in any business except in furtherance of this purpose. In this proxy statement, WS Midway Holdings, Inc. is referred to as “Midway”.

     Wellspring is a New York-based private equity firm with more than $2 billion in equity capital under management. The firm takes controlling positions in promising middle-market companies where it can realize substantial value by contributing innovative operating and financing strategies and capital. Wellspring’s limited partners include some of the largest and most respected institutional investors in the U.S., Canada, and Europe. The firm consistently ranks among the top-performing private equity funds specializing in the middle market. In this proxy statement, Wellspring Capital Management LLC is referred to as “Wellspring”.

WS Midway Acquisition Sub, Inc.
c/o Wellspring Capital Management LLC
Lever House
390 Park Avenue
New York, New York 10022-4608
(212) 318-9800

     WS Midway Acquisition Sub, Inc., a Missouri corporation and a direct, wholly-owned subsidiary of Midway, was formed solely for the purpose of effecting the merger and the transactions related to the merger. It has not engaged in any business except in furtherance of this purpose.

     In this proxy statement, WS Midway Acquisition Sub, Inc. is referred to as “Merger Sub”.

The Special Meeting
(page 12)

Time and Place of the Special Meeting

     This proxy statement is being furnished to our stockholders as part of the proxy solicitation by D&B’s board of directors for a special meeting of stockholders to be held on ___(day), ___(date), 2006 at ___:00 A.M. (Central Standard Time), at The Show Room at Dave & Buster’s, 10727 Composite Drive, Dallas, Texas 75220, or at any adjournment or postponement of the special meeting. Shares of D&B common stock represented by proxy will be voted at the special meeting, or any adjournment or postponement of the special meeting, in accordance with the terms of those proxies. Stockholders may also vote in person at the special meeting.

Proposal to Be Considered at the Special Meeting

     At the special meeting, you will consider and vote upon a proposal to approve the merger agreement entered into by D&B, Merger Sub and Midway, pursuant to which Merger Sub will be merged with and into D&B. You will also consider and vote upon a proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies for the approval of the merger agreement.

     At the effective time of the merger, the separate corporate existence of Merger Sub will cease, and D&B will be the surviving corporation and will become a wholly-owned, privately held subsidiary of Midway. In the merger:

	•		each outstanding share of D&B common stock, other than shares held by Midway or Merger Sub or held in treasury by D&B or by any subsidiary of D&B or held by stockholders who perfect their appraisal rights under Missouri law, will be converted into the right to receive $18.05 in cash, without interest, less any applicable withholding taxes;
	•		each outstanding warrant to acquire D&B common stock will be converted into a warrant entitling the holder to receive, upon exercise and payment of the exercise price, an amount in cash equal to the product of $18.05 multiplied by the number of shares for which the warrant was exercisable immediately prior to the merger, without interest;
	•		each outstanding option to acquire D&B common stock will be converted into the right to receive a cash payment equal to the amount by which the $18.05 per share merger consideration exceeds the per share exercise price of the option, without interest, less any applicable withholding taxes; and
	•		each outstanding share of common stock of Merger Sub will be converted into one share of common stock of D&B.

     Stockholders who perfect their appraisal rights under Missouri law will be entitled to receive from D&B, a cash payment in the amount of the “fair value” of their shares, determined in accordance with Missouri law. After the merger, these shares will not represent any interest in D&B other than the right to receive this cash payment. See “Appraisal Rights.”

Record Date and Quorum

     Only stockholders of record at the close of business on ___, 2006, which we refer to as the “record date,” are entitled to notice of, and to vote at, the special meeting. On that date, there were approximately ___holders of record of D&B common stock and ___shares of D&B common stock outstanding. Each share of D&B common stock entitles the holder to cast one vote at the special meeting. Any stockholder entitled to vote may vote either in person or by properly executed proxy.

     A quorum is necessary to hold the special meeting. The presence, in person or by proxy, of the holders of a majority of voting power of the shares of D&B common stock outstanding on the record date will constitute a quorum at the special meeting. Abstentions and broker non-votes, if any, are counted for the purpose of establishing a quorum at the special meeting.

Vote Required for Approval

     To complete the merger, the merger agreement must be approved by the holders of at least two-thirds of the outstanding shares of D&B common stock as of the record date. To adjourn the special meeting, if necessary or appropriate, to solicit additional proxies for the approval of the merger agreement, requires a majority of the shares of D&B common stock entitled to vote at and represented by person or proxy at the special meeting. Votes will be tabulated by D&B’s transfer agent, Mellon Investor Services LLC.

     If your shares are held in “street name” by your broker, bank or other nominee, you should instruct your broker, bank or other nominee how to vote your shares by following the directions your nominee provides to you. If you have not received these directions, or need more information, you should contact your broker, bank, or other nominee. Under the rules of the NYSE, brokers who hold shares in “street name” for beneficial owners may not exercise their voting discretion with respect to approval of non-routine matters such as the merger agreement, and thus, absent specific instructions from the beneficial owner, brokers are not entitled to vote the shares for or against the merger. Shares of D&B common stock held by persons attending the special meeting but not voting, or shares for which we have received proxies with respect to which voters have abstained from voting, will be considered “abstentions.” Abstentions and broker non-votes, if any, will have the effect of a vote “AGAINST” approval of the merger agreement. Abstentions will have the effect of a vote “AGAINST” adjournment of the special meeting. Broker non-votes, if any, will have no effect on the outcome of the proposal to adjourn the special meeting, if necessary.

     Four D&B stockholders who are also directors and executive officers of D&B have entered into a voting agreement with Midway in conjunction with the merger agreement, which obligates them to vote their shares of common stock “FOR” the merger agreement. As of the record date, these stockholders were entitled to vote an aggregate of 1,095,302 shares, which represented approximately 7.7% of all outstanding shares of D&B common stock on the record date. We currently expect that all of the directors and officers of D&B will vote all of their shares “FOR” the merger agreement. As of the record date, D&B’s directors and officers were entitled to vote an aggregate of ___shares, or ___% of all outstanding D&B shares.

Voting and Revocation of Proxies

     All shares of D&B common stock represented by properly executed proxies received before or at the special meeting (and which are not revoked) will be voted as indicated in those proxies. If no instructions are indicated on a returned proxy, the proxy will be voted “FOR” the proposal to approve the merger agreement and “FOR” the proposal to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies for the approval of the merger agreement.

     You may revoke a proxy by:

	•		delivering to D&B’s corporate secretary at D&B’s corporate offices at 2481 Manana Drive, Dallas, Texas 75220, on or before the business day prior to the special meeting, a later-dated, signed proxy card or a written revocation of your proxy; or
	•		delivering a later-dated, signed proxy card or a written revocation of your proxy to D&B at the special meeting prior to the taking of the vote on the merger agreement; or
	•		attending the special meeting and voting in person; or
	•		if you hold your shares in “street name” and have instructed your broker, bank or other nominee to vote your shares, following the directions received from your nominee to change those instructions.

     Revocation of a proxy after the vote at the special meeting will not affect the vote previously taken. Attendance at the special meeting will not in itself constitute the revocation of a proxy; stockholders desiring to revoke an existing proxy during attendance at the special meeting must vote in person at the special meeting to revoke an existing proxy.

     D&B’s board of directors is not currently aware of any business to be brought before the special meeting other than that described in this proxy statement.

Voting Shares Held in Street Name at the Meeting

     If your broker, bank or other nominee holds D&B shares for you in “street name” and want to vote these shares in person at the special meeting, you must get a written proxy in your name from the broker, bank or other nominee who holds your shares.

Voting via the Internet or by Telephone

     Stockholders of record may vote their proxies via the Internet or by telephone. Internet and telephone voting is available 24 hours, 7 days a week, through 11:59 PM, Central Standard Time, on the day prior to the date of the special meeting. Your Internet or telephone vote authorizes the named proxies in the same manner as if you marked, signed and returned the proxy card. If you vote by Internet or telephone, you do not need to mail your proxy card.

     To vote your proxy via the Internet, go to: http://www.proxyvoting.com/dab. You should have your proxy card in hand when you access the website, and follow the instructions on the website. To vote by telephone, call the number on your proxy card using a touch-tone phone. You should have your proxy card in hand when you call, and follow the instructions. If your shares are held in “street name”, you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form furnished by your broker, bank or other nominee.

Solicitation of Proxies; Expenses of Solicitation

     This solicitation is being made by the board of directors of D&B and the solicitation expenses will be borne by D&B. The principal solicitation is being made by mail; however, additional solicitations may be made by telephone or personal interview by officers of D&B or employees of Georgeson Shareholder Communications, Inc., our proxy solicitor. D&B has agreed to pay Georgeson a base fee of $___plus out of pocket expenses and a fee of $___, payable upon the approval of the merger agreement by the stockholders of D&B. In the event that D&B authorizes Georgeson to solicit beneficial owners that hold D&B shares in “street name”, D&B will pay Georgeson an additional fee of $___for each holder solicited. D&B also expects to reimburse brokerage houses, banks and other fiduciaries for reasonable expenses of forwarding proxy materials to beneficial owners.

The Merger
(page 16)

The Merger; Consideration to Be Received by Our Stockholders

     Following completion of the merger, you will receive $18.05 in cash for each share of D&B common stock that you own, less any applicable withholding taxes.

     Subject to the terms and conditions of the merger agreement, upon completion of the merger, D&B will become a wholly-owned, privately held subsidiary of Midway. D&B stockholders will not have any interest in Midway or D&B after the merger, including in any future earnings and growth of D&B, and similarly will not bear the risk of any decrease in the value of D&B after the merger. See “The Merger – Payment of Merger Consideration and Surrender of Stock Certificates” and “The Merger Agreement – Structure.”

Recommendation of Our Board Of Directors; Fairness of the Merger

     The board of directors determined that the merger agreement and the merger are advisable, fair to and in the best interests of D&B’s stockholders. Accordingly, D&B’s board of directors unanimously approved the merger agreement and the merger and recommends that you vote “FOR” the proposal to approve the merger agreement and “FOR” approval of adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies for the approval of the merger agreement. See “The Merger — Background of the Merger.” For a discussion of the material factors considered by D&B’s board of directors in reaching its conclusions and the reasons why D&B’s board of directors determined that the merger is advisable, fair to and in the best interests of D&B’s stockholders, see “The Merger – Reasons for the Merger.”

QUESTIONS AND ANSWERS ABOUT THE MERGER

     Q: What is the date, time and place of the special meeting?

     A: The special meeting of stockholders of D&B will be held on                     ,                     , 2006 at                     :00 A.M. (Central Standard Time), at The Show Room at Dave & Buster’s, 10727 Composite Drive, Dallas, Texas 75220, to consider and vote upon the proposal to approve the merger agreement.

     Q: What is the proposed transaction?

     A: Midway, an affiliate of Wellspring, will acquire D&B through the merger of Merger Sub, a direct, wholly-owned subsidiary of Midway, with and into D&B, with D&B continuing as the surviving corporation. After the merger, D&B will be a wholly-owned, privately held subsidiary of Midway.

     Q: What will I be entitled to receive in the merger?

     A: If the merger is completed, each of your shares of D&B common stock will be converted into the right to receive $18.05 in cash, without interest and less any applicable withholding taxes. You will not have any interest in D&B after completion of the merger.

     Q: Who will own D&B after the merger?

     A: D&B will be a privately held company owned by Midway.

     Q: What does D&B’s board of directors recommend?

     A: D&B’s board of directors recommends that you vote “FOR” approval of the merger agreement and “FOR” approval of adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies for the approval of the merger agreement. All members of D&B’s board of directors approved the merger agreement and the merger, and recommended approval of the merger agreement by D&B’s stockholders. D&B’s board of directors has determined that the merger agreement and the merger are advisable, fair to and in the best interests of D&B and D&B’s stockholders. To review the background of and reasons for the board’s recommendation of the merger, see “The Merger – Background of the Merger” and “The Merger – Reasons for the Merger.” In considering the recommendation of D&B’s board of directors, you should be aware that certain of D&B’s directors and executive officers may have interests in the merger that are different from or in addition to yours. See “Interests of Our Directors and Executive Officers in the Merger.”

     Q: What vote is required to approve the merger agreement?

     A: The affirmative vote of the holders of two-thirds of the outstanding shares of D&B common stock entitled to vote at the special meeting is required to approve the merger agreement. See “The Special Meeting – Vote Required for Approval”.”

     Q: What should I do now? How do I vote?

     A: Please fill out, sign and date your proxy card and mail your signed proxy card in the enclosed return envelope as soon as possible after you read and consider carefully the information contained in this proxy statement, so that your shares may be represented at the special meeting. You may also submit your proxy via the Internet or by telephone. You can also vote in person at the special meeting. Failure to return your proxy or vote in person at the meeting will have the same effect as a vote against the approval of the merger agreement. See “The Special Meeting — Voting and Revocation of Proxies” and “The Special Meeting – Voting via the Internet or by Telephone.”

     Q: If my shares are held in “street name” by my broker, will my broker vote my shares for me?

     A: Yes, but only if you provide instructions to your broker on how to vote. You should fill out, sign, date and return the proxy card and otherwise follow the directions provided by your broker regarding how to instruct your broker to vote your shares.

See “The Special Meeting – Voting and Revocation of Proxies.”

     Q: What if I oppose the merger? Do I have appraisal rights?

     A: If you are a stockholder who objects to the merger and if you comply with the procedures required under Missouri law, you may elect to pursue your appraisal rights to receive the statutorily determined “fair value” of your shares, which could be more or less than the $18.05 per share merger consideration. In order to qualify for these rights, you must (1) not vote in favor of the merger agreement, (2) make a written objection to the merger prior to or at the taking of the vote on the merger agreement at the special meeting, (3) make a written demand for appraisal within 20 days of the effectiveness of the merger and (4) otherwise comply with the Missouri law procedures for exercising appraisal rights. For a summary of these Missouri procedures, see “Appraisal Rights.” An executed proxy that is not marked “AGAINST” or “ABSTAIN” will be voted for approval of the merger agreement and will disqualify you from demanding appraisal rights.

     Q: Can I change my vote or revoke my proxy after I have mailed my signed proxy card?

     A: Yes, you can change your vote before your proxy is voted at the special meeting. You can do this in one of three ways. First, you can deliver either a written notice stating that you would like to revoke your proxy or a new later-dated proxy card to D&B’s corporate secretary on or before the business day prior to the special meeting. Second, you can submit a written revocation or a new later-dated proxy card to D&B at the special meeting prior to the vote being taken. Third, you can attend the special meeting and vote in person. Simply attending the meeting, however, will not revoke your proxy; you must vote at the meeting. If you have instructed a broker to vote your shares, you must follow directions received from your broker to change your vote. See “The Special Meeting – Voting and Revocation of Proxies.”

     Q: Should I send in my stock certificates now?

     A: No. If the merger is completed, shortly thereafter you will receive a letter of transmittal with instructions informing you how to send in your stock certificates to Midway’s exchange agent. You should use the letter of transmittal to exchange stock certificates for the $18.05 per share cash merger consideration to which you will be entitled as a result of the merger. You should not send any stock certificates with your proxy card. See “The Merger – Payment of Merger Consideration and Surrender of Stock Certificates.”

     Q: When do you expect the merger to be completed? Is the merger subject to the fulfillment of any conditions?

     A: D&B is working towards completing the merger as soon as possible. For the merger to occur, the merger agreement must be approved by D&B’s stockholders. If D&B’s stockholders approve the merger agreement, D&B expects to complete the merger as soon as practicable after the special meeting, subject to the fulfillment of the other conditions set forth in the merger agreement. See “The Merger Agreement — Conditions to the Merger.”

     Q: What are the U.S. federal income tax consequences of the merger to me?

     A: The receipt of cash in exchange for shares of D&B common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes and may be taxable for state and local income tax purposes as well. In general, for U.S. federal income tax purposes, you will recognize gain or loss equal to the difference, if any, between the amount of cash you receive pursuant to the merger and the adjusted tax basis in your shares surrendered. D&B urges you to consult your own tax advisor regarding the specific U.S. federal income tax consequences that may result to you from the merger, as well as the foreign, state and local tax consequences. For additional information regarding certain U.S. federal income tax consequences of the merger to D&B’s stockholders, see “The Merger – Certain U.S. Federal Income Tax Consequences of the Merger to D&B’s Stockholders.”

     Q: Who can help answer my other questions?

     A: If you have more questions about the merger, you should contact: Georgeson Shareholder Communications, Inc., 17 State Street, 28^th Floor, New York, New York 10004, (212) 805-7000.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

     This proxy statement, and the documents to which we refer you in this proxy statement, contain forward-looking statements intended to be covered by the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include financial projections and their underlying assumptions, other information concerning possible or assumed future results of operations of D&B, the expected completion and timing of the merger and other information relating to the merger. There are forward-looking statements throughout this proxy statement, including, among others, under the headings “Summary Term Sheet,” “The Merger,” “The Merger — Fairness Opinion of Piper Jaffray” and in statements containing the words “believes,” “plans,” “expects,” “anticipates,” “intends,” “estimates” or other similar expressions. You should be aware that forward-looking statements involve known and unknown risks and uncertainties. These forward-looking statements reflect management’s current expectations and forecasts, and we cannot assure you that the actual results or developments we anticipate will be realized, or even if realized, that they will have the expected effects on the merger or on the business or operations of D&B. In addition to other factors and matters discussed in this proxy statement or discussed and identified in other public filings we make with the Securities and Exchange Commission, which we refer to as the “SEC,” we believe the following risks could cause actual results to differ materially from those discussed in the forward-looking statements:

	•		difficulties in obtaining required stockholder and regulatory approvals of the merger;
	•		diversion of management time on merger-related issues;
	•		litigation or other adversarial proceedings relating to the merger;
	•		a materially adverse change in the financial condition of D&B or results of operations;
	•		difficulties related to the completion of the merger;
	•		changes in accounting principles, policies or guidelines;
	•		legislative or regulatory changes; and
	•		other economic, competitive, governmental and regulatory factors affecting operations, pricing and services.

     This proxy statement includes financial forecasts of D&B as part of such forward-looking statements. See “The Merger — Background of the Merger”. The financial forecasts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those statements and should be read with caution. The financial forecasts included in this proxy statement do not give effect to the merger of the related financing transactions. The financial forecasts are subjective in many respects and thus susceptible to interpretations and periodic revisions based on actual experience and recent developments. While presented with numerical specificity, the financial forecasts are based upon a variety of estimates and hypothetical assumptions made by our management. Some or all of the assumptions may not be realized, and they are inherently subject to significant business, industry, economic, regulatory, financial and competitive uncertainties and contingencies, all of which are difficult to predict and many of which are beyond our control. Accordingly, there can be no assurance that the assumptions made in preparing the financial forecasts will prove accurate, and actual results may materially differ from those included in the financial forecasts.

     The financial forecasts included in this proxy statement include EBITDA. “EBITDA” is defined as income (loss) before income tax expense (benefit), net interest expense, depreciation and amortization. EBITDA is a non-GAAP measure and should not be considered an alternative to any other measure of performance presented in accordance with GAAP. You should not consider EBITDA in isolation from, or as a substitute for, net income (loss), cash flows from operating activities and other consolidated income or cash flow statement data prepared in accordance with GAAP, or as a measure of profitability or liquidity. EBITDA was presented in the projections provided to Wellspring because management believes that it could be useful in assessing projected operating performance and projected performance relative to financial obligations. EBITDA, as used by us, is not necessarily comparable with similarly titled measures of other companies because all companies do not calculate EBITDA in the same fashion.

     You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement or the date of any document incorporated by reference. All subsequent written and oral forward-looking statements concerning the merger or other matters addressed in this proxy statement and attributable to D&B or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable law or regulation, D&B undertakes no obligation to republish revised forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.

THE SPECIAL MEETING

     This proxy statement is furnished in connection with the solicitation of proxies by D&B’s board of directors for a special meeting of stockholders to be held on                     ,                      ___, 2006 at ___0:00 A.M. (Central Standard Time), at The Show Room at Dave & Buster’s, 10727 Composite Drive, Dallas, Texas, or at any adjournment or postponement of the special meeting. Shares of D&B common stock represented by properly executed proxies received by D&B will be voted at the special meeting or any adjournment or postponement of the special meeting in accordance with the terms of those proxies, unless revoked.

Proposal to Be Considered at the Special Meeting

     At the special meeting, you will consider and vote upon a proposal to approve the merger agreement entered into by D&B, Midway and Merger Sub, pursuant to which Merger Sub will be merged with and into D&B and a proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies for the approval of the merger agreement.

     At the effective time of the merger, the separate corporate existence of Merger Sub will cease, and D&B will be the surviving corporation and will become a wholly-owned, privately held subsidiary of Midway. In the merger:

	•		each outstanding share of D&B common stock, other than shares held by Midway or Merger Sub or held in treasury by D&B or by any subsidiary of D&B or held by stockholders who perfect their appraisal rights under Missouri law, will be converted into the right to receive $18.05 in cash, without interest, less any applicable withholding taxes;
	•		each outstanding warrant to acquire D&B common stock will be converted into a warrant entitling the holder to receive, upon exercise and payment of the exercise price, an amount in cash equal to the product of $18.05 multiplied by the number of shares into which the warrant was exercisable immediately prior to the merger, without interest;
	•		each outstanding option to acquire D&B common stock will be converted into the right to receive a cash payment equal to the amount by which the $18.05 per share merger consideration exceeds the per share exercise price of the option, without interest, less any applicable withholding taxes; and
	•		each outstanding share of common stock of Merger Sub will be converted into one share of common stock of D&B.

     Stockholders who perfect their appraisal rights under Missouri law will be entitled to receive from D&B a cash payment in the amount of the “fair value” of their shares, determined in accordance with Missouri law. After the merger, these shares will not represent any interest in D&B other than the right to receive this cash payment. See “The Merger — Appraisal Rights.”

Record Date and Quorum

     Only stockholders of record at the close of business on                      ___, 2006, referred to as the “record date,” are entitled to notice of and to vote at the special meeting. On that date, there were approximately                      holders of record of D&B common stock and                      hares of D&B common stock outstanding. Each share of D&B common stock entitles the holder to cast one vote at the special meeting.

     Any stockholder entitled to vote may vote either in person or by properly executed proxy. A quorum of D&B’s stockholders is required to be present to conduct any business at the special meeting. The presence, in person or by proxy, of the holders of a majority in voting power of the shares of D&B common stock outstanding on the record date is necessary to constitute a quorum at the special meeting. Abstentions and broker non-votes, if any, are counted for the purpose of establishing a quorum at the special meeting.

Voting Shares Held in Street Name at the Meeting

     If your broker, bank or other nominee holds D&B shares for you in “street name” and you want to vote these shares in person at the special meeting, you must get a written proxy in your name from the broker, bank or other nominee who holds your shares.

Voting via the Internet or by Telephone

     Stockholders of record may vote their proxies via the Internet or by telephone. Internet and telephone voting is available 24 hours a day, 7 days a week, through 11:59 PM, Central Standard Time, on the day prior to the date of the special meeting. Your Internet or telephone vote authorizes the named proxies in the same manner as if you marked, signed and returned the proxy card. If you vote by Internet or telephone, you do not need to mail your proxy card.

     To vote your proxy via the Internet, go to: http://www.proxyvoting.com/dab. You should have your proxy card in hand when you access the website, and follow the instructions on the website. To vote by telephone, call the number on your proxy card using a touch-tone phone. You should have your proxy card in hand when you call, and follow the instructions. If your shares are held in “street name”, you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form furnished by your broker, bank or other nominee.

Vote Required for Approval

     The merger agreement must be approved by the holders of at least two-thirds of the outstanding shares of D&B common stock as of the record date. The proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies for the approval of the merger agreement, requires a majority of the shares of D&B common stock entitled to vote at and represented by person or proxy at the special meeting. Votes will be tabulated by D&B’s transfer agent, Mellon Investor Services LLC.

     If your shares are held in “street name” by your broker, bank or other nominee, you should instruct your broker, bank or other nominee how to vote your shares by following the directions your nominee provides to you. If you have not received these directions, or need more information, you should contact your broker, bank, or other nominee. Under the rules of the NYSE, brokers who hold shares in “street name” for customers may not exercise their voting discretion with respect to approval of non-routine matters such as the merger agreement, and thus, absent specific instructions from the beneficial owner, brokers are not entitled to vote the shares for or against the merger. Shares of D&B common stock held by persons attending the special meeting but not voting, or shares for which we have received proxies with respect to which voters have abstained from voting, will be considered “abstentions.” Abstentions and broker non-votes will have the effect of a vote “AGAINST” approval of the merger agreement. Abstentions will have the effect of a vote “AGAINST” the proposal to adjourn the special meeting, if necessary. Broker non-votes, if any, will have no effect on the outcome of the proposal to adjourn the special meeting, if necessary.

     Four D&B stockholders, who are also directors and executive officers of D&B, have entered into a Voting Agreement in conjunction with the merger agreement, which obligates them to vote their shares of common stock “FOR” the merger agreement. As of the record date, these stockholders were entitled to vote an aggregate of 1,095,302 shares, or approximately 7.7% of all outstanding D&B shares. We currently expect that all of the directors and officers of D&B will vote all of their shares “FOR” the merger agreement. As of the record date, D&B’s directors and officers were entitled to vote an aggregate of                      shares, or                      % of all outstanding D&B shares.

Voting and Revocation of Proxies

     All shares of D&B common stock represented by properly executed proxies received prior to or at the special meeting and not revoked will be voted in accordance with the instructions indicated in those proxies. If no instructions are indicated on a returned proxy, the proxy will be voted “FOR” the proposal to approve the merger agreement and “FOR” the proposal to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies for the approval of the merger agreement.

     You may revoke a proxy by:

	•		delivering to D&B’s corporate secretary at D&B’s corporate offices at 2481 Manana Drive, Dallas, Texas 75220, on or before the business day prior to the special meeting, a later-dated, signed proxy card or a written revocation of the proxy; or
	•		delivering a later-dated, signed proxy card or a written revocation to D&B at the special meeting prior to the taking of the vote on the merger agreement and the merger; or
	•		attending the special meeting and voting in person; or

•

if you hold your shares in “street name” and have instructed your broker, bank or other nominee to vote your shares, follow the directions received from your nominee to change those instructions.

     Revocation of a proxy after the vote at the special meeting will not affect the vote previously taken. Attendance at the special meeting will not in itself constitute the revocation of a proxy; stockholders must vote in person at the special meeting to revoke an existing proxy.

Solicitation of Proxies; Expenses of Solicitation

     This solicitation is being made by the board of directors of D&B and the expenses of the solicitation will be borne by D&B. The principal solicitation is being made by mail; however, additional solicitations may be made by telephone or personal interview by officers of D&B or employees of Georgeson Shareholder Communications, Inc., our proxy solicitor. D&B has agreed to pay Georgeson a base fee of $                     plus out of pocket expenses and a fee of $                     payable upon the approval of the merger by the stockholders. In the event that D&B authorizes Georgeson to solicit beneficial owners that hold D&B shares in “street name”, D&B will pay Georgeson an additional fee of $                     for each holder solicited. D&B also expects to reimburse brokerage houses, banks and other fiduciaries for reasonable expenses of forwarding proxy materials to beneficial owners.

Other Matters for Action at the Special Meeting

     D&B’s board of directors is not aware of any matters to be presented for action at the special meeting other than those described in this proxy statement and does not intend to bring any other matters before the special meeting.

PARTIES TO THE MERGER

     Dave & Buster’s, Inc.

     Dave & Buster’s, Inc., a Missouri corporation, operates large format, high-volume restaurant/entertainment complexes under the Dave & Buster’s^® name. As of December 31, 2005, D&B operated 46 entertainment complexes across the United States and Canada. In the fourth quarter of fiscal 2004, D&B acquired out of bankruptcy, the operating assets of certain restaurant/entertainment complexes operating under the trade name Jillian’s^®, which have operations similar to a traditional Dave & Buster’s and are located in major metropolitan areas. D&B is in the process of converting each of the prior Jillian’s into an entertainment complex that will operate as a Dave & Buster’s or Dave & Buster’s Grand Sports Café.

     Each Dave & Buster’s entertainment complex offers a full menu of high-quality food and beverage items combined with an extensive array of entertainment attractions such as pocket billiards, shuffleboard, state-of-the-art interactive simulators and virtual reality systems, and traditional carnival-style games of skill. D&B’s entertainment complexes are typically between 30,000 and 70,000 square feet in size. D&B’s entertainment complexes operate seven days a week and are typically open from 11:30 a.m. to 12:00 a.m. on weekdays and 11:30 a.m. to 2:00 a.m. on weekends.

WS Midway Holdings, Inc.

     WS Midway Holdings, Inc., a Delaware corporation and an affiliate of Wellspring Capital Management LLC was formed solely for the purpose of effecting the merger and the transactions related to the merger. It has not engaged in any business except in furtherance of this purpose.

     Wellspring is a New York-based private equity firm with more than $2 billion in equity capital under management. The firm takes controlling positions in promising middle-market companies where it can realize substantial value by contributing innovative operating and financing strategies and capital. Wellspring’s limited partners include some of the largest and most respected institutional investors in the U.S., Canada, and Europe. The firm consistently ranks among the top-performing private equity funds specializing in the middle market.

WS Midway Acquisition Sub, Inc.

     WS Midway Acquisition Sub, Inc., a Missouri corporation and a direct, wholly-owned subsidiary of Midway, was formed solely for the purpose of effecting the merger and the transactions related to the merger. It has not engaged in any business except in furtherance of this purpose.

THE MERGER

     The following information describes the material aspects of the merger. This description is qualified in its entirety by reference to the appendices to this proxy statement, including the merger agreement itself, which is attached to this proxy statement as Appendix A and is incorporated herein by reference. You are urged to read Appendix A in its entirety. See also “The Merger Agreement” below.

Effective Time of the Merger

     If the conditions to the merger are satisfied or, to the extent permitted by law and the merger agreement, waived, the merger will be consummated and become effective at the time that articles of merger are filed with the Secretary of State of the State of Missouri or such later time as otherwise agreed by D&B and Midway and provided in the articles of merger. If the other conditions to the merger are satisfied or, to the extent permitted by law and the merger agreement, waived, D&B expects to complete the merger as soon as practicable after approval of the merger agreement by D&B stockholders at the special meeting.

Payment of Merger Consideration and Surrender of Stock Certificates

     Mellon Investor Services LLC has been designated to act as exchange agent for purposes of making the cash payments provided by the merger agreement. From time to time after the effective time of the merger, Midway will, when and as required, deposit, or cause to be deposited, with the exchange agent immediately available funds in an aggregate amount necessary to pay the $18.05 per share merger consideration to D&B’s stockholders. The exchange agent will use these funds for the sole purpose of paying the merger consideration to D&B’s stockholders entitled to receive payment of the merger consideration. The exchange agent will, in accordance with irrevocable instructions, deliver to you your merger consideration according to the procedure summarized below.

     As soon as reasonably practicable after the effective time of the merger, D&B will instruct the exchange agent to mail to you a letter of transmittal and instructions advising you of the effectiveness of the merger and the procedure for surrendering to the exchange agent your stock certificates in exchange for payment of the $18.05 per share merger consideration. Upon the surrender for cancellation to the exchange agent of your stock certificates, together with a letter of transmittal, duly executed and completed in accordance with its instructions, and any other items specified by the letter of transmittal, the exchange agent will pay to you the $18.05 per share merger consideration in cash and your stock certificates will be canceled. No interest will be paid or accrued on the merger consideration. Payments of merger consideration also will be reduced by any applicable withholding taxes.

     If your stock certificates have been lost, mutilated or destroyed, you may instead deliver to the exchange agent an affidavit and indemnity bond in form and substance, and with surety, reasonably satisfactory to the surviving corporation.

     If the merger consideration, or any portion of it, is to be paid to a person other than you, it will be a condition to the payment of the merger consideration that your stock certificates be properly endorsed or otherwise in proper form for transfer and that you pay to the exchange agent any transfer or other taxes required by reason of the transfer or establish to the satisfaction of D&B that the taxes have been paid or are not required to be paid.

     You should not forward your stock certificates to the exchange agent without a letter of transmittal, and you should not return your stock certificates with the enclosed proxy.

     From and after the effective time of the merger, you will cease to have any rights as a D&B stockholder, except for the right to surrender your stock certificates, according to the procedure described in this section, in exchange for payment of the $18.05 per share merger consideration, without interest, less any applicable withholding taxes, or, if you exercise your appraisal rights, the right to perfect your right to receive payment for your shares under Missouri law.

     At the effective time of the merger, D&B’s stock ledger with respect to shares of D&B common stock that were outstanding prior to the merger will be closed and no further registration of transfers of these shares will be made.

     After six months following the effective time of the merger, the exchange agent will, on demand, deliver to the surviving corporation all cash that has not yet been distributed in payment of the merger consideration, plus any accrued interest, and the exchange agent’s duties will terminate. Thereafter, you may surrender your stock certificates to the surviving corporation and receive the $18.05 per share merger consideration, without interest, less any applicable withholding taxes. However, you will have no greater rights against the surviving corporation than may be accorded to general creditors of the surviving corporation under applicable law.

None of Midway, D&B or Merger Sub will be liable to you for any merger consideration delivered to a public official under any applicable abandoned property, escheat or similar law.

Background of the Merger

     On September 16, 2005, Greg S. Feldman, a managing partner of Wellspring, contacted Buster Corley, D&B’s chief executive officer, and told him that he had been following developments at D&B as indicated in its publicly available filings. During the course of this discussion, Mr. Feldman asked Mr. Corley if D&B would be interested in discussing a potential acquisition of D&B by a Wellspring affiliate. Mr. Corley told Mr. Feldman that he was currently attending to the opening of D&B’s new Kansas City location and requested that they continue this call at a later date. Mr. Feldman then contacted Mr. Corley later in October 2005 and initiated the discussion of a potential business combination. Mr. Corley responded by stating that Wellspring should contact Peter Edison, D&B’s chairman of the board, if Wellspring had any interest in discussing a potential business combination.

     The board of directors of D&B was not in the process of pursuing any strategic acquisitions or other potential strategic options at the time of Wellspring’s contact in October 2005, and D&B’s management was focused primarily on creating value through its existing operations. D&B had no prior relationship with Wellspring, except that in November 2000, D&B had received an inquiry from Wellspring, expressing interest in exploring a possible acquisition of D&B. In connection with this inquiry, Wellspring executed a confidentiality agreement with D&B and conducted due diligence; however, Wellspring never made any definitive offer or written proposal to D&B. These discussions ceased in September 2001, due in part to the terrorist attacks that occurred on September 11^th of that year. D&B did not have any further discussions or negotiations with Wellspring over the succeeding four years, until Mr. Feldman’s contact in October 2005.

     On October 31, 2005, Wellspring sent a letter to D&B, addressed to Mr. Edison. The letter included a preliminary proposal whereby an affiliate of Wellspring would acquire D&B at a proposed merger price of $17.50 per share in cash. The letter contemplated that Wellspring’s offer would be subject to a due diligence review of D&B that Wellspring believed could be completed within 45 days. The letter further contemplated that D&B would commit not to undertake discussions or negotiations with any other party regarding a business combination for a 45 day period. Wellspring also provided Mr. Edison with a proposed form of merger agreement and a financing commitment from JPMorgan Chase Bank, N.A. for the debt financing required to complete the merger. Wellspring’s proposal also contemplated a termination fee of $11,400,000 and the reimbursement of up to $3,500,000 in Wellspring’s expenses upon termination of the merger agreement by D&B. Finally, Wellspring advised Mr. Edison that it would commit to provide the equity financing required to complete the merger.

     During early November, Mr. Edison informally advised certain of the board members that he had received Wellspring’s preliminary proposal and proceeded to set up a special meeting of the board of directors of D&B. Prior to the meeting, Mr. Edison advised Mr. Feldman that the board would be meeting on November 15 and that he believed it would be important for Mr. Feldman to indicate Wellspring’s ability to increase the proposed merger consideration. Mr. Feldman told Mr. Edison that Wellspring would consider increasing its preliminary proposal, depending upon the results of its due diligence investigation of D&B.

     At a meeting held on November 15, the board discussed the October 31 preliminary proposal letter in detail. During this meeting, the board also focused particularly on the anticipated results of operations for D&B’s third fiscal quarter recently completed on October 30. Management advised the board that it expected results of operations for the third quarter to fall significantly short of prevailing analysts’ estimates, as was the case with the second quarter, and that it was scheduled to announce these results on December 9. The board noted that Wellspring was not yet aware of the third quarter results. The board assessed the likely drop in D&B’s market capitalization that could be expected to follow the reporting of these financial results. The board determined that this drop in market capitalization could preclude the consummation of a business combination at the price level indicated in Wellspring’s preliminary proposal, based on the belief that financial buyers are generally constrained in the level of premium over current trading price that they are willing to pay in business combinations. The board also discussed the difficulties associated with regaining investor confidence if D&B were to remain as an independent, publicly traded company, and also considered the challenges of pursuing other strategic alternatives if the stock price were to decline materially. The board of directors determined that the Wellspring proposal, if it could be reduced to a definitive agreement prior to December 9, offered a unique opportunity to achieve significant stockholder value that might not be available for a significant period of time if the D&B stock price were to decline to the extent anticipated. In making this determination, the board noted that Wellspring had already secured financing commitments to complete the transaction and had submitted a draft of a merger agreement that could reasonably be expected to be finalized prior to December 9. The board recognized that it would be unlikely for any other prospective buyer to meet the December 9 timetable. The board also discussed in great detail the desirability for a “market check” or “limited auction” prior to the execution of a definitive merger agreement that would allow the board the opportunity to test the adequacy of the merger consideration being offered by

Wellspring. Although the board recognized that such steps are generally helpful to ensure the highest merger consideration, the board also noted that any delays in pursuing the Wellspring proposal would jeopardize the likelihood that it could be finalized prior to December 9 and could have a negative impact on the proposed purchase price offered by Wellspring. The board also determined that any potential benefits from a “market check” prior to the execution of a definitive merger agreement were outweighed by its desire to minimize, to the greatest extent possible, the risk of unwanted public disclosure concerning the possibility of a transaction in order to avoid the destabilizing effect that such leaks invariably have on relationships with employees and suppliers. In light of those considerations, the board concluded that the preliminary proposal made by Wellspring warranted its decision to negotiate solely with Wellspring without conducting a pre-signing market check or auction. The board determined to proceed with Wellspring and commence a dialogue, although the board recognized that an outside investment banker would have to render a fairness opinion and to advise the board in connection with the Wellspring or any subsequent proposal.

     Accordingly, D&B’s board of directors decided that it would be prepared to allow Wellspring to conduct due diligence regarding D&B and to execute an exclusivity letter. The board determined at the meeting that no special committee of the board was required to evaluate or negotiate a potential transaction since no member of the board or management had a conflict of interest with respect to the transaction. In order to achieve some administrative efficiencies however, the board appointed Mr. Edison and Mr. Pittaway to act as an ad hoc committee to retain a financial advisor for the board in connection with the potential transaction and to represent the board in negotiations with Wellspring. The board instructed Mr. Edison to contact Mr. Feldman and advise him of the board’s decision and indicate to Mr. Feldman the board’s desire to increase the merger consideration. Mr. Edison contacted Mr. Feldman on November 16 to advise him of the board’s desire to proceed with negotiations. Mr. Edison invited Wellspring representatives to come to D&B’s headquarters in Dallas on November 17 for the purpose of commencing financial due diligence. Prior to the meeting, Wellspring and D&B executed the confidentiality agreement and exclusivity letter.

     On November 18, Wellspring representatives participated in a conference call with D&B’s management to review historical and projected results of operations and to discuss operational issues.

     On November 21, Mr. Feldman called Mr. Edison to indicate that, based upon its preliminary financial due diligence, Wellspring was not prepared to increase the merger consideration, but was willing to continue its due diligence investigation at its originally offered price of $17.50 per share. Mr. Edison advised Mr. Feldman that the board had already decided at its November 15 meeting that the $17.50 per share price was not adequate. Mr. Feldman then requested that Mr. Edison and Mr. Pittaway informally poll board members to inquire as to whether it would consider an offer of $18.00 per share. Mr. Edison agreed to do so and thereafter advised Mr. Feldman that the board would assess the revised preliminary proposal and the status of the transaction at a meeting to be held on December 1.

     On November 23, D&B retained Piper Jaffray as its financial advisor and promptly proceeded to share D&B’s historical and projected financial information with Piper Jaffray. At the same time, representatives of Skadden, Arps, Slate, Meagher & Flom LLP, Wellspring’s legal advisor, commenced legal due diligence.

     On November 28, Wellspring met with D&B’s management at D&B headquarters in Dallas, Texas to further discuss historical and projected results of operations and to discuss operational issues. During the meeting, D&B's management provided Wellspring with forecasted results for the 2006 fiscal year, including projected total revenues of approximately $516 million, EBITDA of approximately $74 million, operating income of approximately $25 million, and net income of approximately $12 million.

     On November 29, Wellspring brought representatives of J.P.Morgan Securities Inc. to D&B headquarters in Dallas, Texas to conduct additional financial due diligence with D&B and Piper Jaffray.

     Wellspring and its legal and financial advisors thereafter continued their due diligence investigation of D&B and continued the negotiation of the merger agreement with Hallett & Perrin, P.C., D&B’s legal advisors. D&B convened a meeting of its board of directors on December 1. At this meeting, D&B’s counsel reviewed the merger agreement with the board of directors and summarized the issues which had been resolved and the issues which remained to be resolved. Counsel advised the board that although Wellspring had agreed to reduce the termination fee in the merger agreement and to reduce the scope of events under which a termination fee was to become payable, further reductions in the size of the termination fee were desirable. The board of directors asked Piper Jaffray to describe its expertise in the area of restaurant mergers and acquisitions. Piper Jaffray then discussed Wellspring’s financing commitments and generally presented its financial analysis of the proposed $18.00 merger price. Piper Jaffray indicated that, subject to the completion of its work and the review of its internal committee, it anticipated it would be able to render a fairness opinion based on an $18.00 per share merger consideration.

     On December 2, Mr. Edison advised Mr. Feldman that the board authorized proceeding with the merger agreement, provided that there was an increase in the merger consideration and a reduction in the termination fee. On December 5, Mr. Feldman advised

Mr. Edison that Wellspring would be prepared to increase the merger consideration to $18.05 per share and to reduce the termination fee to $10,175,000.

     From December 2 through December 8, the parties continued to negotiate the terms of the merger agreement and to complete the due diligence investigation of D&B.

     On December 5, Skadden, Arps, Slate, Meagher & Flom LLP delivered a draft of the voting agreement to counsel for D&B, whereby Messrs. Corriveau, Corley, Hammett and Smith would agree to vote their shares in favor of the proposed merger and against any alternative transaction proposals.

     On December 8, D&B’s board of directors met with its financial and legal advisors to consider the proposed transaction and the merger agreement. D&B’s legal counsel updated the board regarding the negotiations which had occurred since the December 1 meeting with respect to both the merger agreement and the voting agreement. Piper Jaffray provided the board with its financial analysis of the proposed transaction. Piper Jaffray explained the different valuation methodologies employed by it, including a market trading analysis, a market multiple analysis, a comparable transaction analysis and a discounted cash flow analysis, in reaching its opinion. Piper Jaffray’s market multiple and comparable transaction analysis included both EBITDA and EBIT multiples due to D&B’s historically high capital expenditure requirements. Piper Jaffray then rendered its oral opinion (subsequently confirmed in writing) to the board to the effect that, as of the date of such opinion, and on the basis of its analysis and subject to the qualifications, assumptions and limitations set forth in its opinion, the $18.05 per share merger consideration to be received by the stockholders of D&B in the merger was fair to them from a financial point of view.

     The board specifically noted that, since D&B’s annual capital expenditure requirements were higher than restaurant companies which might otherwise be viewed as comparable to D&B, the EBITDA multiples used in the traditional analysis of business valuations did not adequately measure the merger consideration as a multiple of D&B’s “free cash flow.” The board therefore determined to analyze the proposed merger consideration based upon EBIT multiples, as well as EBITDA multiples, for D&B and comparable companies in order to provide an additional data point for its review of the transaction and to recognize the significant capital expenditure requirements of D&B’s business. The board proceeded to discuss certain provisions of the merger agreement and, in particular, the fact that D&B’s board of directors will continue to have the right to respond, under certain circumstances, to third parties that subsequently might make an acquisition proposal that provides a higher per share price to the stockholders of D&B, subject to the terms of the merger agreement.

     Following discussion among the board and after consideration of the opinion of Piper Jaffray, the board unanimously:

	•		determined that the merger and the merger agreement are fair, advisable to, and in the best interests of, the stockholders of D&B;
	•		approved the merger and the merger agreement; and
	•		recommended that the stockholders of D&B vote in favor of approving the merger agreement.

     On December 8, after the approval of D&B’s board of directors, the parties signed the merger agreement. In connection with the execution of the merger agreement, Messrs. Corriveau, Corley, Hammett and Smith signed the voting agreement with Midway. A press release announcing the signing of the merger agreement was issued on December 8, 2005.

Fairness Opinion of Piper Jaffray

     D&B retained Piper Jaffray to act as its financial advisor, and if requested, to render to D&B’s board of directors an opinion as to the fairness, from a financial point of view, of the merger consideration to be received by D&B’s stockholders pursuant to the merger agreement.

     On December 8, 2005, D&B’s board of directors met to review the proposed merger. During this meeting, Piper Jaffray reviewed with D&B’s board of directors certain financial analyses, which are summarized below. Also at this meeting, Piper Jaffray delivered its oral opinion to D&B’s board of directors, which was subsequently confirmed in writing, to the effect that, as of December 8, 2005, and based upon and subject to the factors, assumptions and limitations set forth in its opinion, the $18.05 pre share cash merger consideration proposed to be paid by affiliates of Wellspring pursuant to the merger agreement was fair, from a financial point of view, to D&B’s stockholders.

     The full text of the opinion, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Piper Jaffray in rendering its opinion, is attached to this proxy statement as Appendix B and is incorporated in its entirety herein by reference. You are urged to, and should, carefully read the opinion in its entirety. The opinion addresses only the fairness, from a financial point of view and as of the date of the opinion, of the merger consideration to D&B’s stockholders. The opinion was addressed to D&B’s board of directors and was not intended to be, and does not constitute, a recommendation as to how any stockholder should vote or act on any matter relating to the proposed merger.

     In arriving at its opinion, Piper Jaffray, among other things, reviewed:

	•		the financial terms of the December 5, 2005 draft of the merger agreement;
	•		certain publicly available financial, business and operating information related to D&B;
	•		certain internal financial, operating and other data with respect to D&B on a stand-alone basis prepared and furnished to Piper Jaffray by the management of D&B;
	•		certain internal financial projections for D&B on a stand-alone basis that were prepared for financial planning purposes and furnished to Piper Jaffray by the management of D&B;
	•		certain publicly available market and securities data of D&B;
	•		certain financial data and the imputed prices and trading activity of certain other publicly-traded companies that Piper Jaffray deemed relevant for purposes of its opinion;
	•		the financial terms, to the extent publicly available, of certain merger transactions that Piper Jaffray deemed relevant for purposes of its opinion; and
	•		other information, financial studies, analyses and investigations and other factors that Piper Jaffray deemed relevant for purposes of its opinion.

     In addition, Piper Jaffray performed a discounted cash flow analysis for D&B on a stand-alone basis. Piper Jaffray also conducted discussions with members of the senior management of D&B concerning the financial condition, historical and current operating results, business and prospects of D&B on a stand-alone basis.

     The following is a summary of the material financial analyses performed by Piper Jaffray in connection with the preparation of its fairness opinion. The preparation of analyses and a fairness opinion is a complex analytic process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, this summary does not purport to be a complete description of the analyses performed by Piper Jaffray or of its presentation to D&B’s board of directors on December 8, 2005.

     This summary includes information presented in tabular format, which tables must be read together with the corresponding text, and considered as a whole, in order to fully understand the financial analyses presented by Piper Jaffray. The tables alone do not constitute a complete summary of the financial analyses. The order in which these analyses are presented below, and the results of those analyses, should not be taken as any indication of the relative importance or weight given to these analyses by Piper Jaffray or D&B’s board of directors. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before December 7, 2005, and is not necessarily indicative of current market conditions.

     Piper Jaffray reviewed the financial terms of the proposed transaction, including the merger consideration. Based on a price of $18.05 per share in cash for D&B’s common stock, the implied fully diluted equity value for D&B was $316.2 million and the implied enterprise value of D&B (as of the fiscal quarter ended October 30, 2005) was approximately $375.4 million. The “enterprise value” is the sum of the fully diluted market value of any common equity plus any short-term and long-term debt, minus cash and cash equivalents.

     Selected Market Information Concerning D&B

     Piper Jaffray reviewed selected market information concerning D&B’s common stock. Among other things, Piper Jaffray noted the following with respect to the trading prices of D&B’s common stock:

Closing market price as of December 7, 2005		$	15.28
1-week prior		$	15.24
1-month prior		$	14.90
1-year average		$	17.38
2-year average		$	16.86
3-year average		$	14.60

     Piper Jaffray’s analysis concerning D&B’s common stock was based on information concerning D&B and its common stock available as of December 7, 2005. Piper Jaffray did not and does not express any opinion as to the prices at which D&B’s common stock may trade following the announcement of the merger proposal or at any time in the future.

     Comparable Companies Analysis

     Piper Jaffray reviewed selected financial data for D&B and compared this to corresponding data for selected publicly traded companies that are in the restaurant industry and which Piper Jaffray believes are comparable to D&B. Piper Jaffray selected these companies based on information obtained by searching SEC filings, public company disclosures, press releases, industry and popular press reports, databases and other sources. Piper Jaffray identified and analyzed nine comparable companies:

	•		Benihana, Inc.
	•		Frisch’s Restaurants
	•		BUCA, Inc.
	•		Luby’s Inc.
	•		Champps Entertainment, Inc.
	•		O’Charley’s, Inc.
	•		Checkers Drive-In Restaurants, Inc.
	•		Rubio’s Restaurants, Inc.
	•		Friendly Ice Cream Corp.

     The financial data analyzed as part of this analysis included, among other things:

				Comparable Company Values
		D&B (1)		Low		Mean		Median		High
Enterprise Value to LTM Revenue		0.8x		0.5x		0.7x		0.6x		1.1x
Enterprise Value to LTM EBITDA (2)		6.2x		5.9x		6.8x		6.4x		9.9x
Enterprise Value to LTM EBIT (2)		17.0x		9.7x		14.6x		13.8x		17.4x
Price per share to 2005 earnings (2)(3)(4)		27.7x		11.8x		20.4x		18.0x		22.8x
Price per share to 2006 earnings (3)(4)		22.6x		13.4x		17.9x		17.5x		23.3x

     This analysis showed that, based on the estimates and assumptions used in the analysis, the enterprise value of D&B implied by the merger consideration set forth in the merger agreement was within the range of values of the comparable companies.

     Comparable M&A Transactions Analysis

     Piper Jaffray reviewed selected financial data for D&B and compared this to corresponding data from the following group of 27 selected restaurant industry merger and acquisition transactions (all of which were announced after January 1, 2000).

	•		Leonard Green Partners’ acquisition of Claim Jumper Restaurants
	•		Sun Capital Partners’ acquisition of Garden Fresh Restaurant Corporation
	•		Levine Leichtman Capital Partners, Inc.’s pending acquisition of Fox & Hound Restaurant Group
	•		Bruckmann, Rosser, Sherrill & Co.’s pending acquisition of Corner Bakery Café
	•		Trimaran Capital Partners’ acquisition of El Pollo Loco
	•		Castle Harlan Inc.’s acquisition of Perkins Restaurant & Bakery
	•		Palladium Equity Partners’ acquisition of Taco Bueno Restaurants
	•		Pacific Equity Partners’ acquisition of Worldwide Restaurant Concepts
	•		Trimaran Capital Partners’ acquisition of Charlie Brown’s Inc.
	•		Centre Partners Management’s acquisition of Uno Restaurant Holdings Corp.
	•		Crescent Capital Investments’ acquisition of Church’s Chicken
	•		Management / Investor Group’s acquisition of Elmer’s Restaurant
	•		Management / Investor Group’s acquisition of Quality Dining, Inc.
	•		Bob Evans Farms’ acquisition of Mimi’s Café
	•		Centre Partners Management’s acquisition of Garden Fresh Restaurant Corporation
	•		Wind Point Partners’ acquisition of VICORP Restaurants Inc.
	•		O’Charley’s, Inc.’s acquisition of Ninety Nine Restaurant & Pub
	•		Castle Harlan Inc.’s acquisition of Morton’s Restaurant Group Inc.
	•		Wendy’s International’s acquisition of Baja Fresh Mexican Grill
	•		Lone Star Funds’ acquisition of Shoney’s Inc.
	•		CKE Restaurant Group’s acquisition of Santa Barbara Restaurant Group, Inc.
	•		Acquisition of Blimpie International by an Investor Group
	•		Management / Investor Group’s acquisition of PJ America Inc.
	•		Goldner Hawn Johnson & Morrison / BancBoston’s acquisition of VICORP Restaurants Inc.
	•		Bruckmann, Rosser, Sherrill & Co.’s acquisition of Il Fornaio America Corp.
	•		Management / Investor Group’s acquisition of Uno Restaurant Corp.
	•		Caxton-Iseman Capital / Sentinel Partners’ acquisition of Buffets, Inc.

     The financial data analyzed as part of this analysis included, among other things:

				Comparable Transaction Values
		D&B (1)		Low		Mean		Median		High
Enterprise Value to LTM Revenue		0.8x		0.3x		0.6x		0.6x		0.9x
Enterprise Value to LTM EBITDA (2)		6.2x		4.0x		6.4x		6.2x		9.6x
Enterprise Value to LTM EBIT (2)		17.0x		7.0x		11.8x		11.4x		19.8x

     This analysis showed that, based on the estimates and assumptions used in the analysis, the enterprise value of D&B was within the range of values of the comparable transactions.

     Piper Jaffray reviewed selected financial data for D&B and compared this to corresponding data from the following group of 13 restaurant industry public buyout transactions (all of which were announced after January 1, 2000).

	•		Levine Leichtman Capital Partners, Inc.’s pending acquisition of Fox & Hound Restaurant Group
	•		Pacific Equity Partners’ acquisition of Worldwide Restaurant Concepts
	•		Management / Investor Group’s acquisition of Elmer’s Restaurant

	•		Management / Investor Group’s acquisition of Quality Dining, Inc.
	•		Centre Partners Management’s acquisition of Garden Fresh Restaurant Corporation
	•		Castle Harlan Inc.’s acquisition of Morton’s Restaurant Group Inc.
	•		Lone Star Funds’ acquisition of Shoney’s Inc.
	•		Acquisition of Blimpie International by an Investor Group
	•		Management / Investor Group’s acquisition of PJC America Inc.
	•		Goldner Hawn Johnson & Morrison / BancBoston’s acquisition of VICORP Restaurants Inc.
	•		Bruckmann, Rosser, Sherrill & Co.’s acquisition of Il Fornaio America Corp.
	•		Management / Investor Group’s acquisition of Uno Restaurant Corp.
	•		Caxton-Iseman Capital / Sentinel Partners’ acquisition of Buffets, Inc.

     The financial data analyzed as part of this analysis included, among other things:

				Comparable Transaction Values
		D&B (1)		Low		Mean		Median		High
Enterprise Value to LTM Revenue		0.8x		0.3x		0.6x		0.6x		0.9x
Enterprise Value to LTM EBITDA (2)		6.2x		4.0x		6.0x		5.8x		9.1x
Enterprise Value to LTM EBIT (2)		17.0x		7.0x		10.8x		10.8x		17.7x

     This analysis showed that, based on the estimates and assumptions used in the analysis, the enterprise value of D&B was within the range of values of the comparable public buyout transactions.

     Premiums Paid Analysis

     Piper Jaffray reviewed publicly available information for selected completed or pending public buyout transactions to determine the premiums paid in the transactions over recent trading prices of the target companies prior to announcement of the transaction. Piper Jaffray selected these transactions by searching SEC filings, public company disclosures, press releases, industry and popular press reports, databases and other sources and by applying the following criteria:

	•		transactions in which the target company operated in all industries, excluding financial, high technology and telecommunications;
	•		transactions announced since January 1, 2000 with enterprise values between $150 million and $1.5 billion; and
	•		public restaurant buyout transactions since January 1, 2000.

     Piper Jaffray performed its analysis on 58 transactions that satisfied the criteria, and the table below shows comparison of premiums paid in these transactions to the premium that would be paid to D&B’s stockholders based on the per share merger consideration.

						Comparable Transaction
		D&B				Low				Mean				Median				High
One day before announcement (1)			18.1	%			(13.0	%)			29.7	%			27.7	%			87.2	%
One week before announcement (2)			18.4	%			(10.1	%)			33.3	%			26.9	%			90.5	%

     Discounted Cash Flow Analysis

     Using a discounted cash flow analysis, Piper Jaffray calculated a range of theoretical enterprise values for D&B based on (1) the net present value of implied annual cash flows of D&B during the fiscal 2006 through the fiscal 2010 time frame and (2) the net present value of a terminal value, which is an estimate of the future value of D&B at the end of the fiscal year 2010 based upon a

multiple of EBITDA. Piper Jaffray used forecasts of results for fiscal 2006 furnished to Piper Jaffray by management and forecasts of results for fiscal years 2007 through 2010 prepared using certain assumptions furnished to Piper Jaffray by management. Piper Jaffray calculated the range of net present values based on an assumed tax rate of 36.5%, a range of discount rates of 16% to 20% and a range of EBITDA multiples for a terminal value of 5.5x to 6.5x applied to the projected fiscal year 2010 EBITDA. This analysis resulted in an implied per share value of D&B ranging from a low of $14.88 to a high of $20.94.

     The summary set forth above does not contain a complete description of the analyses performed by Piper Jaffray but does summarize the material analyses performed by Piper Jaffray in rendering its opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Piper Jaffray believes that its analyses and the summary set forth above must be considered as a whole and that selecting portions of its analyses or of the summary, without considering the analyses as a whole or all of the factors included in its analyses, would create an incomplete view of the processes underlying the analyses set forth in the Piper Jaffray opinion. In arriving at its opinion, Piper Jaffray considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Instead, Piper Jaffray made its determination as to fairness on the basis of its experience and financial judgment after considering the results of all of its analyses. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that this analysis was given greater weight than any other analysis. No company or transaction used in the above analyses as a comparison is directly comparable to D&B’s or the proposed merger.

     The analyses were prepared solely for purposes of Piper Jaffray providing its opinion to D&B’s board of directors that the merger consideration set forth in the merger agreement was fair, from a financial point of view, to D&B’s stockholders as of the date of the opinion. In performing its analyses, Piper Jaffray made numerous assumptions with respect to industry performance, general business and economic conditions and other matters. The analyses performed by Piper Jaffray are based upon forecasts of future results furnished to Piper Jaffray by management of D&B, which are not necessarily indicative of actual values or actual future results and may be significantly more or less favorable than suggested by these analyses. These analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors. Piper Jaffray does not assume responsibility if future results are materially different from those forecasted.

     Piper Jaffray’s opinion to D&B’s board of directors was one of many factors taken into consideration by D&B’s board of directors in making its determination to approve the merger agreement. The above summary does not purport to be a complete description of the analyses performed by Piper Jaffray in connection with the opinion and is qualified by reference to the written opinion of Piper Jaffray attached to this proxy statement.

     Piper Jaffray relied upon and assumed the accuracy, completeness and fairness of the financial, accounting and other information provided to it by D&B or otherwise made available to it, and did not independently verify this information. Piper Jaffray also assumed, in reliance upon the assurances of the management of D&B, that the information provided to Piper Jaffray by D&B was prepared on a reasonable basis in accordance with industry practice and, with respect to financial forecasts, projections and other estimates and other business outlook information, reflected the best currently available estimates and judgments of the management of D&B, is based on reasonable assumptions, and that there is not, and the management of D&B was not aware of, any information or facts that would make the information provided to Piper Jaffray incomplete or misleading. Piper Jaffray expresses no opinion as to such financial forecasts, projections and other estimates and other business outlook information or the assumptions on which they are based. Piper Jaffray relied, with D&B’s consent, on advice of D&B’s outside counsel and the independent accountants to D&B, and on the assumptions of the management of D&B, as to all accounting, legal, tax and financial reporting matters with respect to D&B and the merger agreement. Without limiting the generality of the foregoing, Piper Jaffray assumed that D&B was not a party to any material pending transaction, including any external financing, recapitalization, acquisition or merger, divestiture or spinoff, other than the proposed merger.

     Piper Jaffray assumed that the merger would be completed on the terms set forth in the merger agreement reviewed by Piper Jaffray, without amendments and with full satisfaction of all covenants and conditions without any waiver. Piper Jaffray has also assumed that all necessary regulatory approvals and consents required for the merger will be obtained in a manner that will not result in the disposition of any material portion of the assets of D&B, or otherwise adversely affect D&B, and that will not alter the terms of the merger agreement.

     Piper Jaffray did not assume responsibility for performing, and did not perform, any appraisals or valuations of specific assets or liabilities of D&B and was not furnished with any appraisals or valuations. Piper Jaffray expresses no opinion regarding the liquidation value or solvency of any entity. Piper Jaffray did not undertake any independent analysis of any outstanding, pending or threatened litigation, regulatory action, possible unasserted claims or other contingent liabilities to which D&B, or any of their respective affiliates is a party or may be subject. At the direction of D&B’s board of directors, and with its consent, Piper Jaffray’s

opinion made no assumption concerning, and therefore did not consider, the potential effects of litigation, claims, investigations, or possible assertions of claims, or the outcomes or damages arising out of any such matters.

     Piper Jaffray’s opinion was necessarily based on the information available to it, the facts and circumstances as they existed and were subject to evaluation as of the date of the opinion; events occurring after the date of the opinion could materially affect the assumptions used by Piper Jaffray in preparing its opinion. Piper Jaffray expresses no opinion as to the prices at which shares of D&B’s common stock have traded or may trade following announcement of the merger or at any future time after the date of the opinion. Piper Jaffray has not undertaken and is not obligated to affirm or revise its opinion or otherwise comment on any events occurring after the date it was given.

     In connection with its engagement, Piper Jaffray was not requested to solicit indications of interest from, or hold discussions with, any third parties regarding the possible acquisition of all or part of D&B by those third parties. Piper Jaffray was not requested to opine as to, and the opinion does not address, the basic business decision to proceed with or effect the merger, or the relative merits of the merger compared to any alternative business strategy or transaction in which D&B might engage. Piper Jaffray did not express any opinion as to whether any alternative transaction might produce consideration for D&B’s stockholders in excess of the merger consideration.

     Piper Jaffray is a nationally recognized investment banking firm and is regularly engaged as a financial advisor in connection with mergers and acquisitions, underwritings and secondary distributions of securities and private placements. D&B’s board of directors selected Piper Jaffray to render its fairness opinion in connection with the proposed merger on the basis of its experience and reputation in acting as a financial advisor in connection with mergers and acquisitions.

     Piper Jaffray acted as financial advisor to D&B in connection with the merger and will receive a fee from D&B for its services upon consummation of the merger. A substantial portion of Piper Jaffray’s fee is contingent upon the consummation of the merger. Piper Jaffray also received a fee of $200,000 from D&B for providing its opinion, which will be credited against the fee for financial advisory services. This opinion fee is not contingent upon the consummation of the merger. D&B has also agreed to indemnify Piper Jaffray against certain liabilities in connection with its services and to reimburse it for certain expenses in connection with its services. In the ordinary course of its business, Piper Jaffray and its affiliates may actively trade securities of D&B for its own account or the accounts of its customers and, accordingly, Piper Jaffray may at any time hold a long or short position in such securities. Piper Jaffray has provided investment banking services to D&B in the past on unrelated transactions, for which it has received customary fees, including acting as an advisor in the November 1, 2004 acquisition by D&B of certain assets of Jillian’s Entertainment Holdings Inc.

Reasons for the Merger

     In reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, and to recommend that our stockholders vote to approve the merger agreement, the D&B board of directors consulted with management and its financial and legal advisors. The board of directors considered the following factors and potential benefits of the merger, each of which it believed supported its decision:

	•		the current and historical market prices of our common stock, and the fact that the $18.05 per share to be paid for each share of our common stock in the merger represents a significant premium to the market price of D&B’s common stock, including a premium of 18.0% to the average closing price for the one-week period ended December 8, 2005, and a premium of 23.5% to the average closing price for the three-year period ended December 8, 2005;
	•		the possible alternatives to the proposed merger, including continuing to operate D&B on a stand-alone basis, the risks associated with such alternatives and the board’s belief that the merger will maximize stockholder value and is more favorable to our stockholders than any other alternative reasonably available to D&B;
	•		industry trends and operational challenges affecting D&B, including the challenges to earnings growth while D&B attempts to re-vitalize the Jillian’s stores;
	•		the fact that the merger eliminates the risk to D&B’s stockholders that D&B will not be able to successfully execute its business plan;

	•		the fact that the merger consideration is all cash, so that the transaction will allow our stockholders to immediately realize a fair value, in cash, for their investment and will provide those stockholders with certainty of value for their shares;
	•		the presentation of Piper Jaffray, including its opinion that, as of the date of their opinion and based upon and subject to the factors and assumptions set forth in their opinion, the consideration to be received by the D&B stockholders in the proposed merger is fair, from a financial point of view, to those holders;
	•		the terms of the merger agreement, including the limited number and nature of the conditions to Wellspring’s obligation to complete the merger, including:

     - the absence of a financing condition to Wellspring’s obligation to complete the merger and the financing commitment from JPMorgan Chase Bank, N.A.;

     - the provisions of the merger agreement that allow D&B, under certain circumstances, to furnish information to and conduct negotiations with third parties regarding an alternative transaction that D&B’s board of directors concludes is superior from a financial point of view to the merger;

     - the provisions of the merger agreement that provide D&B’s board of directors with the ability to terminate the merger agreement prior to stockholder approval of the merger in order to enter into an agreement for a superior proposal (subject to providing Midway with an opportunity to amend the terms of its merger) subject to paying Midway’s expenses and a termination fee and the fact that, in the judgment of the board of directors, the amount of the termination fee would not preclude an interested third party from making an offer for D&B; and

     - that, for purposes of the merger agreement, a “material adverse effect” on D&B does not include adverse effects resulting from general economic or industry conditions unless there is a disproportionate impact on D&B’s operations;

	•		the requirement under Missouri law that the merger be approved by a vote of the holders of two-thirds of the outstanding D&B common stock; and
	•		the availability of appraisal rights to holders of our common stock who comply with all of the required procedures under Missouri law.

     The board of directors also considered the following risks and other countervailing factors:

	•		the risk that the merger might not be completed in a timely manner or at all;
	•		the interests of D&B’s executive officers and directors in the merger (see “Interests of Our Directors and Executive Officers in the Merger”);
	•		the fact that our stockholders will not participate in any future earnings or growth of D&B and will not benefit from any appreciation in value of D&B following the merger;
	•		the fact that the merger consideration consists of cash and will therefore be taxable to our stockholders for U.S. federal income tax purposes;
	•		restrictions on our ability to solicit or engage in discussions or negotiations regarding alternative business combination transactions, subject to specified exceptions, and the requirement that D&B pay a termination fee in order to accept a superior acquisition proposal, which restrictions the board concluded did not preclude alternative transactions and were reasonable in light of the benefits of the merger;

	•		the risk of diverting management focus and resources from other strategic opportunities and from operational matters while working to implement the merger; and
	•		the possibility of management and employee disruption associated with the merger.

     After taking into account all of the factors set forth above, as well as others, the board of directors determined that the potential benefits of the merger outweigh the potential risks and that the merger agreement and the transactions contemplated by the merger agreement are advisable and fair to and in the best interests of D&B and its stockholders. The board of directors has unanimously approved the merger agreement and the merger and recommends that you vote “FOR” the proposal to approve the merger agreement. The foregoing discussion of the factors considered by the board of directors is not intended to be exhaustive, but rather includes the material factors considered by the board of directors. The board of directors did not assign relative weights to the above factors or the other factors considered by it. In addition, the board of directors did not reach any specific conclusion on each factor considered but, with the assistance of its advisors, conducted an overall analysis of these factors. Individual members of the board of directors may have given different weights to different factors.

Recommendation of Our Board of Directors; Fairness of the Merger

     After careful consideration, our board of directors, by unanimous vote:

	•		has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are advisable, fair to and in the best interests of D&B and its stockholders;
	•		has approved the merger agreement; and
	•		recommends that D&B’s stockholders vote “FOR” the approval of the merger agreement and “FOR” approval of adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies for the approval of the merger agreement.

Certain U.S. Federal Income Tax Consequences of the Merger to D&B’s Stockholders

     The following is a summary of certain U.S. federal income tax consequences of the merger to holders of shares of D&B common stock (“Shares”) whose Shares are exchanged for cash in the merger. This discussion is for general information only and does not purport to consider all aspects of U.S. federal income taxation that might be relevant to stockholders of D&B. The discussion is based on current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), temporary, proposed and final regulations promulgated thereunder and administrative and judicial interpretations thereof, all of which are subject to change, possibly with a retroactive effect. This discussion applies only to stockholders of D&B who hold the Shares as capital assets within the meaning of Section 1221 of the Code. This discussion does not apply to Shares received pursuant to the exercise of employee stock options, warrants or otherwise as compensation or following the conversion of a note or other financial instrument, or to stockholders who constructively own stock of D&B following the merger under Section 302 of the Code. In addition, the discussion does not apply to certain types of stockholders (such as insurance companies, tax-exempt organizations, financial institutions and broker-dealers) who may be subject to special rules or to any stockholder of D&B who, for U.S. federal income tax purposes, is a non-resident alien-individual, a foreign corporation, a foreign partnership or a foreign estate or trust. Finally, this discussion does not consider the effect of any foreign, state or local tax laws.

     Because individual circumstances may differ, each stockholder should consult his own tax advisor to determine the applicability of the rules discussed herein and the particular tax effects of the merger to him, including the application and effect of the alternative minimum tax, and any state, local and foreign tax laws.

     The exchange of Shares for cash pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. A stockholder who receives cash in exchange for Shares will recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received and the stockholder’s adjusted tax basis in the shares surrendered. Such gain or loss will be long-term capital gain or loss if the stockholder’s holding period for such Shares is more than one year. Certain limitations apply to the use of a stockholder’s capital losses.

Accounting Treatment

     The merger will be accounted for under the purchase method of accounting under which the total consideration paid in the merger will be allocated among D&B’s consolidated assets and liabilities based on the fair values of the assets acquired and liabilities assumed.

Fees and Expenses of the Merger

     D&B’s estimated fees and expenses in connection with the merger are set forth in the table below:

Investment Banking and Legal, Accounting and Other Professional Fees		$
Printing, Proxy Solicitation and Mailing Costs		$
Filing Fees		$
Exchange Agent Fees		$
Miscellaneous		$
Total		$

     The merger agreement provides that each party will pay all costs and expenses incurred by it in connection with the merger, other than upon a termination of the merger agreement under specified circumstances under which D&B must pay Midway’s costs and expenses up to $3,000,000. None of these costs and expenses will reduce the $18.05 per share merger consideration to be received by the stockholders.

Regulatory Approvals

     State Takeover Statutes. A number of states (including Missouri, where D&B is incorporated) have adopted laws which purport, to varying degrees, to apply to attempts to acquire corporations that are incorporated in, or which have substantial assets, stockholders, principal executive offices or principal places of business or whose business operations otherwise have substantial economic effects in, such states. To the extent that a state takeover statute purports to apply to the merger, D&B has agreed to take all

actions necessary to exempt the merger from such statute.

     Antitrust in the United States. Under the Hart-Scott-Rodino Act and the rules that have been promulgated thereunder by the Federal Trade Commission, certain acquisition transactions may not be consummated unless certain information has been furnished to the Antitrust Division of the Department of Justice and the Federal Trade Commission and certain waiting period requirements have been satisfied. On January [___], 2006, D&B and Wellspring through Midway filed Hart-Scott-Rodino notification forms with the Department of Justice and the Federal Trade Commission. The applicable waiting period expires on [___], 2006, unless earlier terminated.

     Liquor Licenses and Local Permits. D&B and Merger Sub are required to obtain consents, approvals or authorizations from the state, city and/or local liquor licensing boards or agencies in certain states in which D&B holds liquor licenses for the operation of its businesses. D&B and Merger Sub may be required to obtain related consents, approvals or authorizations from the state, city and/or local health, safety, fire or other municipal boards or agencies in such states including any consents for the conduct of amusement games. Certain of these approvals are required to be obtained prior to a change in control being effected, and it is a condition to Merger Sub’s obligation to consummate the merger that these approvals be obtained prior to the consummation of the merger. In addition, the surviving corporation will be required to make filings, send notices or give undertakings to certain additional liquor licensing agencies and/or other local agencies following consummation of the merger. The parties are seeking the required approvals, although there can be no assurance that the required approvals will be obtained in a timely manner or at all.

THE MERGER AGREEMENT

     The following is a summary of certain material provisions of the merger agreement, a copy of which is attached to this proxy statement as Appendix A, and which we incorporate by reference into this document. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. We encourage you to read carefully the merger agreement in its entirety.

     The merger agreement contains representations and warranties made by and to the parties to the merger agreement as of specific dates. The assertions embodied in those representations and warranties were made for purposes of the merger agreement and are subject to qualifications, limitations and exceptions agreed by the respective parties in connection with negotiating the terms of the merger agreement. In addition, certain representations and warranties were made as of a specified date, may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, or may have been used for the purpose of allocating risk between the respective parties rather than establishing matters as facts. For the foregoing reasons, you should not rely on the representations and warranties as statements of factual information at the time they were made or otherwise.

Structure

     Subject to the terms and conditions of the merger agreement, and in accordance with Missouri law, at the completion of the merger, Merger Sub, a Missouri corporation that is a direct, wholly-owned subsidiary of Midway, will merge with and into D&B. D&B will be the surviving company in the merger and continue to exist after the merger as a wholly-owned, privately held subsidiary of Midway. All of D&B’s and Merger Sub’s properties, assets, rights, privileges, immunities, powers and franchises, and all of their debts, liabilities and duties, will become those of the surviving corporation. D&B, as the surviving corporation, will continue its corporate existence under the laws of the State of Missouri.

     The merger agreement provides that the Articles of Incorporation of Merger Sub in effect immediately prior to the merger will be the articles of incorporation of D&B and that the bylaws of Merger Sub in effect immediately prior to the merger will be the bylaws of D&B (except that such articles of incorporation and bylaws will be amended to change the name of the surviving corporation to “Dave & Buster’s, Inc.”) until thereafter changed or amended as provided therein or by applicable law. The merger agreement also provides that the directors of Merger Sub at the time of the merger will be the directors of D&B until their respective successors are duly elected or appointed and qualified, and that the officers of D&B at the time of the merger will be the officers of D&B until their respective successors are duly elected or appointed and qualified.

Effective Time and Closing

     The merger will be completed and become effective when D&B and Merger Sub file articles of merger with the Secretary of State of the State of Missouri. The merger agreement contemplates that the closing will occur no later than the first business day following the date that all conditions to the merger are satisfied or waived.

Treatment of Stock, Warrants and Options

     Common Stock

     At the effective time of the merger, each share of D&B common stock issued and outstanding immediately prior to the effective time of the merger will automatically be cancelled, will cease to exist, and will be converted into the right to receive $18.05 in cash, without interest, other than shares of D&B common stock:

	•		owned by Midway, any subsidiary of Midway (including Merger Sub), or any subsidiary of D&B or held in the treasury of D&B immediately prior to the effective time of the merger, which shares will be cancelled and retired and shall cease to exist without payment of any consideration; and
	•		held by stockholders who have properly demanded and perfected their appraisal rights in accordance with Missouri law, which shares shall be entitled to only such rights as are granted by Missouri law.

     After the effective time of the merger, all shares of our common stock upon which merger consideration is payable shall automatically be cancelled and retired and cease to exist, and each of our outstanding stock certificates previously representing shares of common stock that were converted in the merger will represent only the right to receive the merger consideration without any

interest and less any required withholding taxes. The merger consideration paid upon surrender of each certificate will be paid in full satisfaction of all rights pertaining to the shares of our common stock represented by that certificate.

     Warrants

     At the effective time of the merger, each warrant to purchase D&B common stock issued and outstanding immediately prior to the effective time of the merger will automatically be converted into the right to receive a new warrant from the surviving corporation, entitling the holder to receive, upon exercise and payment of the exercise price, an amount in cash equal to the product of (A) $18.05, and (B) the number of shares of D&B common stock into which the warrant was exercisable immediately prior to the merger, without interest. Upon conversion of the old warrants into the new warrants at the effective time of the merger, the old warrants shall automatically be cancelled and retired, and each warrant certificate previously representing an old warrant shall only represent the right to receive the new warrant. The issuance of the new warrants will be in full satisfaction of all rights pertaining to the old warrants.

     Options

     At the effective time of the merger, each outstanding option, whether or not vested, to acquire D&B common stock will be cashed out and cancelled, and the holder of each stock option will receive an amount in cash, less required withholding taxes, equal to the excess, if any, of $18.05 over the exercise price per share of common stock subject to such option for each share subject to such option. Pursuant to the terms of the option plans, all options (other than options held by non-employee directors) will vest upon stockholder approval of the merger. If D&B’s stockholders approve the merger, but the merger is not consummated, all such options will remain vested.

Treatment of Convertible Notes

     D&B has agreed to take such reasonable actions as may be necessary to prepay, redeem and/or renegotiate the Convertible Subordinated Notes due 2008, as reasonably requested by Midway and Merger Sub. Currently, the parties intend, in accordance with the terms of the indenture for those notes, to fix August 7, 2006 as the redemption date for the redemption of all outstanding notes as of the effective time of the merger. The parties will cause to be delivered to the trustee, at the effective time of the merger, a notice of redemption dated May 9, 2006 for delivery to each of the holders of the notes to effect the redemption of those notes pursuant to Section 3.2 of the indenture. In order to effect this redemption, D&B intends to deposit with the trustee at the effective time of the merger funds in an amount sufficient to pay the redemption price under the indenture with respect to all of the issued and outstanding notes including principal and premium, if any, and interest, due or to become due to such date of redemption. The holders of the notes may convert their notes at any time prior to redemption into the right to receive the cash consideration that would have been payable in the merger in exchange for the number of shares of common stock into which the notes are convertible at the time of the merger.

Exchange and Payment Procedures

     After the effective time of the merger, the surviving corporation will, from time to time, when and as required, deposit an amount of cash sufficient to pay the merger consideration to each holder of shares of D&B common stock and old D&B warrants with a bank or trust company designated by Midway as the exchange agent. The cash will be invested, as directed by the surviving corporation.

     As soon as reasonably practicable after the effective time of the merger, the exchange agent will mail a letter of transmittal and instructions to you and the other D&B stockholders and warrant holders. The letter of transmittal and instructions will tell you how to surrender D&B common stock certificates in exchange for the merger consideration, and old D&B warrants in exchange for new D&B warrants.

     You should not return D&B stock certificates or old D&B warrants with the enclosed proxy card, and you should not forward D&B stock certificates or old D&B warrants to the exchange agent without a letter of transmittal.

     Common Stock

     You will not be entitled to receive the merger consideration in exchange for your shares of D&B common stock until you surrender your D&B stock certificate or certificates to the exchange agent, together with a duly completed and executed letter of transmittal. The merger consideration may be paid to a person other than the person in whose name the corresponding certificate is

registered if the certificate is properly endorsed or is otherwise in the proper form for transfer. In addition, the person who surrenders the certificate must either pay any transfer or other applicable taxes or establish to the satisfaction of the surviving corporation that those taxes have been paid or are not applicable.

     No interest will be paid or will accrue on the cash payable upon surrender of the certificates. D&B will be entitled to deduct and withhold, and pay to the appropriate taxing authorities, any applicable taxes from any consideration paid to the holders of shares of D&B stock. Any sum which is withheld and paid to a taxing authority by D&B will be deemed to have been paid to the person from whom it is withheld.

     None of the exchange agent, Midway, Merger Sub or D&B nor their respective employees, officers, directors, stockholders agents and affiliates will be liable to any person for any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Any portion of the merger consideration deposited with the exchange agent that remains undistributed to the holders of certificates evidencing shares of our common stock six months after the effective time of the merger, will be delivered to D&B, as the surviving corporation in the merger. Holders of certificates who have not surrendered their certificates prior to the delivery of such funds to D&B may only look to D&B for the payment of the merger consideration.

     If you have lost a certificate, or if it has been stolen or destroyed, then before you will be entitled to receive the merger consideration, you will have to comply with the replacement requirements, including, if required by D&B, the posting of a bond in a customary amount sufficient to protect D&B against any claim that may be made against it with respect to that certificate.

     Warrants

     You will not be entitled to receive a new D&B warrant in exchange for your old D&B warrant until you surrender your old D&B warrant to the exchange agent, together with a duly completed and executed letter of transmittal. The new D&B warrant may be issued to a person other than the person in whose name the corresponding old D&B warrant is registered if the old D&B warrant is properly endorsed or is otherwise in the proper form for transfer. In addition, the person who surrenders the old D&B warrant must either pay any transfer or other applicable taxes or establish to the satisfaction of the surviving corporation that those taxes have been paid or are not applicable.

Representations and Warranties

     You should be aware that the representations and warranties described below, which were made by D&B to Midway and Merger Sub in the merger agreement, may be subject to important limitations, qualifications and exceptions agreed to by Midway and Merger Sub, may not be accurate as of the date they were made and do not purport to be accurate as of the date of this proxy statement. See “Where You Can Find Additional Information” on page 53.

     We make various representations and warranties in the merger agreement that are subject, in some cases, to specified exceptions and qualifications. Our representations and warranties relate to, among other things:

	•		our and our subsidiaries’ proper organization, valid existence, good standing and qualification to do business;
	•		the ownership of equity interests in other entities, including the ownership of the equity interests of our subsidiaries;
	•		the absence of proxies or voting agreements with respect to the stock of our subsidiaries and the absence of any option, warrant or other commitment obligating us or any of our subsidiaries to issue, sell, redeem or repurchase any equity interest in any of our subsidiaries;
	•		the participation by D&B and our subsidiaries in joint ventures;
	•		our capitalization, including in particular the number of shares of our common stock, stock options and other equity-based interests;
	•		our corporate power and authority to enter into the merger agreement and to complete the transactions contemplated by the merger agreement;

	•		the absence of violations of or conflicts with our and our subsidiaries’ governing documents, applicable law, court orders or certain agreements, instruments or obligations as a result of entering into the merger agreement and completing the merger;
	•		the required consents and approvals of and filings with governmental entities in connection with the transactions contemplated by the merger agreement;
	•		our SEC filings since January 31, 2002, including the financial statements contained in those filings;
	•		the absence of undisclosed liabilities;
	•		our compliance with the applicable provisions of the Sarbanes-Oxley Act of 2002 and its related rules and regulations and our implementation of internal controls and procedures;
	•		legal proceedings, investigations and governmental orders;
	•		employment and labor matters affecting us or our subsidiaries, including matters relating to our and our subsidiaries’ employee benefit plans;
	•		the absence of a “material adverse effect” and certain other changes or events related to us or our subsidiaries since January 30, 2005;
	•		the accuracy and compliance as to form and content with applicable securities law of this proxy statement;
	•		our compliance with our and our subsidiaries’ governing documents, certain agreements and instruments and all applicable legal requirements, including the receipt of necessary permits, licenses, and approvals from government entities;
	•		taxes and environmental matters;
	•		our real properties and real property leases;
	•		intellectual property of D&B and its subsidiaries, and the absence of infringement on the intellectual property rights of third parties;
	•		material contracts;
	•		the absence of undisclosed broker’s fees;
	•		the approval of the merger by our board of directors and the recommendation by our board of directors to the stockholders of D&B to approve the merger;
	•		the receipt by us of the fairness opinion from Piper Jaffray;
	•		the inapplicability of anti-takeover statutes to the merger;
	•		our and our subsidiaries’ insurance policies;
	•		the expiration of a rights agreement for the purchase of D&B preferred stock;
	•		the stockholder votes necessary to approve the merger;
	•		insurance of D&B and its subsidiaries;

	•		our relationships with our suppliers;
	•		the absence of collective bargaining agreements, labor disputes and unfair labor practices;
	•		that neither D&B nor any of its subsidiaries is an “investment company” as defined under the Investment Company Act of 1940, as amended;
	•		transactions with affiliates;
	•		the absence of restrictions on our business activities;
	•		standby letters of credits, payment or performance bonds, guaranty agreements, and surety bonds; and
	•		the absence of unlawful payments to government officials and others under applicable laws.

     Certain of the representations and warranties made by D&B are qualified as to “materiality” or “material adverse effect.” For purposes of the merger agreement, “material adverse effect” means any effect, change, fact, event, occurrence, development or circumstance that, individually or together with any other effect, change, fact, event, occurrence, development or circumstance (A) is or could reasonably be expected to result in a material adverse effect on or change in the condition (financial or otherwise), properties, business, prospects, operations, results of operations, assets or liabilities of D&B and all of its subsidiaries, taken as a whole, or (B) could reasonably be expected to prohibit, restrict or materially impede or curtail the consummation of the transactions contemplated by the merger agreement. However, in determining whether a material adverse effect has occurred, there will be excluded any effect on D&B the cause of which is:

	•		changes in U.S. economic conditions, or
	•		general changes or developments in the restaurant industry in which D&B and its subsidiaries operate;

unless these changes or developments would reasonably be expected to have a materially disproportionate impact on the condition (financial or otherwise), properties, business, operations, results of operations, prospects, assets or liabilities of D&B and its subsidiaries taken as a whole relative to other industry participants.

     The merger agreement also contains various representations and warranties made by Midway and Merger Sub that are subject, in some cases, to specified exceptions and qualifications. The representations and warranties relate to, among other things:

	•		their organization, valid existence and good standing;
	•		the capitalization of Merger Sub;
	•		their corporate or other power and authority to enter into the merger agreement and to complete the transactions contemplated by the merger agreement;
	•		the absence of any violation of or conflict with their governing documents, applicable law, court orders or certain agreements, instruments or obligations as a result of entering into the merger agreement and completing the merger;
	•		the required consents and approvals of governmental entities in connection with the transactions contemplated by the merger agreement;
	•		financing arrangements related to the merger;
	•		the absence of prior activities by Midway and Merger Sub;
	•		the absence of undisclosed broker’s fees; and

•

the accuracy and compliance as to form and content with applicable securities law of this proxy statement.

     The representations and warranties of each of the parties to the merger agreement will expire upon the effective time of the merger.

Conduct of Business Pending the Merger

     Under the merger agreement, we have agreed that unless Midway gives its prior written consent, between December 8, 2005 and the completion of the merger:

	•		we and our subsidiaries will conduct business in the ordinary course of business consistent with past practice; and
	•		we will use our reasonable best efforts to preserve substantially intact our business organization, keep available the services of our present officers, employees and consultants, preserve our relationships with customers, suppliers and other persons with whom we do business, to keep our real properties and other material assets in good repair and condition, and pay all applicable taxes when due and payable.

     We have also agreed that during the same time period, unless Midway gives its prior written consent, and subject to certain agreed upon exceptions, we and our subsidiaries will not:

	•		amend our certificate of incorporation or bylaws or any material terms of any outstanding security;
	•		make, declare or pay any dividends or other distributions on any shares of our capital stock (other than dividends paid by D&B’s wholly-owned subsidiaries to D&B or to our other subsidiaries),
	•		purchase or redeem any shares of our capital stock or grant any right to acquire shares of our capital stock;
	•		issue or pledge or encumber any of our shares of stock or securities convertible into shares of stock, except for shares of D&B common stock issued upon the exercise of D&B stock options in existence as of the date of the merger agreement, or upon the exercise of outstanding warrants or the conversion of outstanding convertible notes, in existence as of the date of the merger agreement pursuant to their terms, and except for the pledge of newly issued securities of our subsidiaries to the lenders under our credit facility in accordance with its terms;
	•		adjust, split, combine or reclassify any of our capital stock;
	•		acquire or agree to acquire, by merger, consolidation, purchase or otherwise, a substantial portion of the equity interests of any business organization, or any assets, including real estate, except purchases of inventory, equipment and supplies in the ordinary course of business consistent with past practice;
	•		waive, or release any material right, or materially modify or amend any material contract except in the ordinary course of business consistent with past practice;
	•		other than in the ordinary course of business consistent with past practice, and with certain other exceptions, sell, transfer, mortgage, encumber, lease or otherwise dispose of any material assets or properties;
	•		enter into, amend or terminate any employment or severance agreement, or hire any new officers at the senior vice president level or above;
	•		subject to specified exceptions, increase compensation or fringe benefits, establish, adopt, or enter into any new employee benefit or compensation plan or agreement or amend, terminate or grant any awards under any benefit plan, or grant any severance or termination pay;

	•		incur or assume any indebtedness, or guarantee or endorse or otherwise become responsible for the obligations of another person, except for indebtedness incurred in the ordinary course of business consistent with past practice; and up to $10 million in debt for borrowed money under D&B’s revolving credit facility;
	•		change our accounting methods, except as may be required by generally accepted accounting principles, or change any tax accounting principles or tax election, or settle any tax liability;
	•		discharge or settle any claim or litigation in excess of $100,000 individually or $500,000 in the aggregate;
	•		amend, adopt or enter into negotiations with respect to a collective bargaining agreement;
	•		enter into any material agreement or arrangement with any officer or director or affiliate or associate of any officer or director, or any employee;
	•		enter into any agreement or arrangement to provide indemnification for taxes;
	•		enter into or consummate any sale/leaseback agreement or arrangement;
	•		make or authorize any capital expenditures or payments in excess of $100,000 individually or $500,000 in the aggregate;
	•		enter into any noncompetition agreement, or any agreement prohibiting D&B or any subsidiary from engaging in any line of business or opening or operating any store;
	•		terminate or fail to renew any permits, licenses or approvals from government entities material to our business;
	•		revalue our assets, write down inventory or write off notes or accounts receivable, other than in the ordinary course of business consistent with past practice;
	•		fail to pay any taxes or material debts when due;
	•		fail to maintain any insurance or self-insurance currently in effect;
	•		fail to timely make any required SEC filing;
	•		amend, extend, renew, or otherwise modify or terminate any real property lease or enter into any new real property lease requiring payments in excess of $100,000 annually;
	•		authorize, agree to, or make any commitment to, take any of the foregoing actions; or
	•		take or fail to take any action reasonably likely to result in any of our representations or warranties in the merger agreement becoming untrue, or in any of the conditions in the merger agreement not being satisfied.

No Solicitation of Transactions

     We have agreed that we and our subsidiaries will not, directly or indirectly, through any director, officer, employee, agent, affiliate, financial advisor, representative or otherwise:

	•		solicit or initiate any inquiries with respect to the making of any acquisition proposal;
	•		participate in any negotiations or discussions regarding, or furnish any information to, or otherwise cooperate or knowingly assist, participate, encourage or facilitate any effort by any person to make an inquiry or offer relating to an acquisition proposal; or
	•		or enter into any agreement or agreement in principle providing for or relating to any acquisition proposal.

     An “acquisition proposal” is any inquiry, proposal, offer or indication of interest relating to any direct or indirect acquisition or purchase of a business or assets of D&B or its subsidiaries that generates 15% or more of the net revenues or net income, or constitutes 15% or more of the assets of D&B or any of its significant subsidiaries, or 15% or more beneficial ownership of any class of equity securities of D&B or any of its significant subsidiaries, or any tender offer or exchange offer that if consummated would result in any person beneficially owning 15% or more of any class of equity securities of D&B or any of its significant subsidiaries or any merger, consolidation, business combination, recapitalization, reorganization, liquidation, dissolution or similar transaction involving D&B or any of its significant subsidiaries.

     Notwithstanding the foregoing, prior to approval of the merger agreement by our stockholders, we or our board of directors are permitted, in response to an unsolicited bona fide, written acquisition proposal received from a third party on or after December 8, 2005, to furnish information to and negotiate and engage in discussions with such third party in connection with such unsolicited bona fide acquisition proposal, only if:

	•		our board of directors determines in its good faith judgment, after consultation with and taking into account the advice of its legal counsel and financial advisors, that the board of directors would breach its fiduciary duties to stockholders under applicable law without taking action;
	•		prior to taking such action, the third party executes a confidentiality agreement with D&B having no more favorable terms than the confidentiality agreement between Midway and D&B;
	•		the board of directors, after consultation with and taking into account the advice of its financial advisors and legal counsel, determines in good faith that the proposal would, if accepted, be reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the person making the proposal; and
	•		the proposal would, if consummated, be a “superior proposal”, as described below.

     For purposes of the merger agreement, “superior proposal” means an “acquisition proposal” (as described above), that provides a higher per share price to our stockholders from a financial point of view than the $18.05 per share merger consideration, and for which financing, to the extent required, is then represented by bona fide commitment letters (except that all references to “15% or more” in the definition of “acquisition proposal” are deemed to be “50% or more”).

     We have also agreed:

	•		to terminate immediately any discussions or negotiations regarding acquisition proposals that were being conducted before the merger agreement was signed;
	•		to immediately notify Midway and Merger Sub of our receipt of an acquisition proposal, or any information request related to an acquisition proposal, or if any person seeks to initiate or continue negotiations or discussions in connection with an acquisition proposal;
	•		to keep Midway and Merger Sub currently informed of the status and material terms and conditions of the proposal; and
	•		to inform the person making the acquisition proposal of our obligations of confidentiality and no solicitation of acquisition proposals.

Employee Benefits

     Midway has agreed that, with respect to the employees of D&B and its subsidiaries at the effective time of the merger, it will:

•

cause D&B and its subsidiaries to honor specified existing employment, severance, consulting and salary continuation agreements between D&B and certain of its officers, directors, employees and consultants; and

•

to the extent permitted by law, give D&B’s employees full credit for all service with D&B under all employee benefit plans maintained by D&B in which they participate after the merger for purposes of eligibility, vesting and benefit entitlements, including short term and long term disability benefits, severance benefits, vacation benefits, and benefits under any retirement plan.

Proxy Statement, Special Meeting of Stockholders and Board Recommendation

     We have agreed to prepare and file this proxy statement with the SEC, and to call a special meeting of our stockholders as promptly as reasonably practicable after December 8, 2005 for the purpose of obtaining stockholder approval of the merger agreement. We have also agreed to use reasonable best efforts to solicit from our stockholders, proxies in favor of approval of the merger agreement, and to include in this proxy statement, our board of directors’ recommendation that our stockholders approve the merger agreement.

Agreement to Notify

     D&B, Merger Sub and Midway have each agreed to notify each other of any certain facts, events or circumstances which are likely to result in a material adverse effect, or a material inaccuracy in a representation or warranty, or a material failure to comply with or satisfy a covenant, condition or agreement in the merger agreement.

Compliance with Applicable Laws

     D&B, Merger Sub and Midway have agreed to comply in all material respects with all applicable laws, rules and regulations of government entities in connection with the merger and the merger agreement.

Access to Information

     D&B and its subsidiaries and their directors, officers, employees, auditors and agents have agreed to provide to the representatives and agents of Merger Sub, Midway and the anticipated sources of financing for the merger, reasonable access to their financial operating and other data and information, facilities, offices, properties and personnel. Merger Sub and Midway have agreed to keep confidential all information received by them in accordance with the confidentiality agreement among Midway, Merger Sub and D&B.

Public Announcements

     D&B, Midway and Merger Sub have agreed to consult with each other before issuing any press release or making any public statements with respect to the merger.

Agreement to Use Reasonable Best Efforts

     D&B, Midway and Merger Sub have agreed to use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all actions necessary, proper or advisable to comply with all legal requirements with respect to the merger, to complete the merger and the other transactions contemplated by the merger agreement and to obtain any governmental and third-party approvals required in connection with the merger.

Agreement to Defend and Indemnify

     D&B, Midway and Merger Sub have agreed that they will use their best efforts to defend against any action, suit, proceeding or investigation of the merger. Subject only to the limitations on indemnification contained in the Missouri Business Corporation Law and D&B’s Restated Articles of Incorporation, D&B shall indemnify and hold harmless each officer and director of D&B against any costs or expenses, damages and liabilities arising from or pertaining to the transactions contemplated by the merger agreement. D&B has agreed to pay the reasonable fees and expenses of no more than one counsel selected by the officers and directors of D&B, except in the case that two or more indemnified officers and directors have an actual conflict of interest in the outcome of the matter in the opinion of such counsel. If the merger is effected, D&B shall continue in effect for six years following the merger, for the benefit of the current D&B officers and directors, directors and officers’ liability insurance on no less favorable terms than the current policy. However, D&B shall not be required to expend an amount per year more than 150% of actual current annual premiums for the policy.

D&B also agreed to maintain the indemnification provisions currently provided for in D&B’s Restated Articles of Incorporation for no less than six years following the merger.

Agreements Related to Financing

     Merger Sub has agreed to use reasonable best efforts to obtain the financing for the merger, consistent with the terms specified in the commitment letters. D&B agreed to provide all cooperation reasonably necessary related to the financing, including among other matters, attendance at meetings, due diligence sessions and road shows, preparation of offering documentation, and delivery of documentation. D&B also agreed to use its reasonable best efforts to prepay, redeem or renegotiate our convertible subordinated notes due 2008, as reasonably requested by Midway.

Takeover Statutes

     The parties have agreed that, if any takeover statute becomes applicable to the merger, they will take such actions as are necessary so that the merger may be consummated.

Disposition of Litigation

     D&B has agreed to keep Midway and Merger Sub and their counsel informed of the status of any litigation which may be brought against D&B or its directors relating to the merger, and not to settle any stockholder litigation without Midway and Merger Sub’s prior written consent.

Delisting; Termination of Registration

     Each of the parties agrees to cooperate with each other as necessary to delist the D&B common stock from NYSE and to terminate the registration of the common stock under the Exchange Act.

Conditions to the Merger

     The obligations of the parties to complete the merger are subject to the satisfaction or waiver of the following mutual conditions:

	•		Stockholder Approval. The approval of the merger agreement by our stockholders.
	•		HSR Approval. All regulatory approvals required for the completion of the merger under the Hart-Scott-Rodino Act shall have been obtained and all statutory waiting periods shall have expired.
	•		No Challenge. No statute, rule, regulation, judgment, writ, order, injunction or decree shall have been promulgated, enacted, entered or enforced, and no other action shall have been taken by any governmental entity which prohibits or restricts the completion of the merger.

     The obligations of Midway and Merger Sub, on the one hand, and us, on the other hand, to complete the merger are subject to the satisfaction or waiver of additional conditions, including the following:

	•		Representations and Warranties. The accuracy of the other party’s representations and warranties, in each case, subject to the materiality standard contained in the merger agreement.
	•		Compliance with Covenants. The performance, in all material respects, by the other party of its covenants and agreements in the merger agreement.
	•		Governmental Approvals. The parties must have obtained all required consents, orders and approvals of governmental entities that would prevent the merger from occurring if not obtained.

     The obligations of Midway and Merger Sub to complete the merger are subject to the satisfaction or waiver of additional conditions, including the following:

	•		Suits, Actions and Proceedings. No suit, action, proceeding, claim, inquiry or investigation by any governmental entity or third party seeking to restrain the merger or seeking damages in connection with the merger shall be pending.
	•		Options. No options or other rights to acquire any equity securities of D&B under option plans or otherwise shall be outstanding, after giving effect to the merger.
	•		Third-Party Consents. All required consents of third parties to consummate the merger shall have been obtained.
	•		Dissenting Shares. The aggregate number of shares held by person exercising appraisal rights under Missouri law shall be less than 5% of the total number of D&B shares outstanding at the effective time of the merger.
	•		Resignations. Each director of D&B shall have resigned and delivered his executed resignation to Midway and Merger Sub, effective at the effective time of the merger.
	•		Leased Real Property. D&B shall have obtained a written consent to the merger from the landlords of each leased real property where landlord consent to the merger is required pursuant to the terms of the lease.

Termination of the Merger Agreement

     The merger agreement may be terminated and the merger may be abandoned at any time prior to the effective time of the merger, whether before or after stockholder approval has been obtained, as follows:

	•		by mutual written consent of the parties;
	•		by either Midway, Merger Sub or D&B, if:

-

any governmental entity has issued a final non-appealable order, decree or ruling, or taken other action enjoining or otherwise prohibiting the merger;

-

D&B stockholder approval is not obtained at the D&B special meeting or any postponement or adjournment of the special meeting;

•

by Midway or Merger Sub, if:

	-		the merger is not completed by June 30, 2006, except upon the failure to obtain required governmental approvals, which requires an automatic 30-day extension; however, neither Midway nor Merger Sub may terminate the merger agreement for this reason if their failure to perform their covenants in the merger agreement has resulted in the failure of the merger to occur on or before that date;
	-		there is a material breach by D&B of any of its representations, warranties, covenants or agreements in the merger agreement, such that the closing conditions would not be satisfied and which breach cannot be cured or has not been cured prior to 15 days after written notice is delivered to D&B, however, neither Midway nor Merger Sub may terminate this agreement for this reason if either of them is in material breach of any of their covenants or agreements in the merger agreement;
	-		D&B’s board of directors withdraws, modifies or changes in a manner adverse to Merger Sub, its recommendation of the approval of the merger agreement and the merger; however, neither Midway nor Merger Sub may terminate this agreement for this reason during the period beginning on the day D&B gives notice to Midway and Merger Sub of a superior proposal and ending two business days after the earlier of Midway and Merger Sub’s response to the notice and the fifth business day after Midway and Merger Sub’s receipt of the notice;

-

D&B’s board of directors approves or recommends any proposal for an alternative transaction other than one made by Midway and Merger Sub, or fails to reject and, if applicable, fails to recommend against any proposal other than one made by Midway and Merger Sub; or D&B enters into an agreement related to an acquisition proposal with any party other than Midway and Merger Sub; or

•

by D&B:

-

if the merger is not consummated by June 30, 2006 except upon the failure to obtain required governmental approvals, which requires an automatic 30-day extension; however, D&B may not terminate the merger agreement for this reason if its failure to perform its covenants in the merger agreement has resulted in the failure of the merger to occur on or before that date;

-

if there is a material breach by Midway or Merger Sub of any of their representations, warranties, covenants or agreements in the merger agreement, such that the closing conditions would not be satisfied and which breach cannot be cured or has not been cured prior to 15 days after written notice is delivered to D&B, however, D&B may not terminate this agreement for this reason if it is in material breach of any of its covenants or agreements in the merger agreement; or

-

prior to the approval of the merger by the D&B stockholders, for the purpose of entering into a binding written definitive agreement for a superior proposal; however, in order to terminate the merger agreement for this reason:

	•		D&B may not be in material breach of any of the terms of the merger agreement;
	•		D&B must have complied with the terms of the merger agreement related to acquisition proposals;
	•		the new agreement for the superior proposal must be entered into at the same time that the merger agreement is terminated;
	•		D&B must pay Midway a termination fee of $10,175,000 and related transaction expenses, not to exceed $3,000,000; and
	•		D&B may not enter into a binding contract for such a superior proposal until at least the sixth business day after providing written notice of such proposal to Midway and Merger Sub.

Effect of Termination

     In the event the merger agreement is terminated as described above, the merger agreement will become void and neither Midway nor Merger Sub nor D&B will have any liability under the merger agreement, except that:

	•		The parties will remain liable for any breach of the merger agreement;
	•		Midway and Merger Sub will remain liable for breaches of the confidentiality agreement;
	•		If applicable to the circumstances under which the merger agreement was terminated, D&B will remain liable for payment of the termination fee and expenses to Midway. See “The Merger Agreement — Termination Fees”; and
	•		Each party will remain liable for its own costs and expenses in connection with the merger and the merger agreement, other than under the circumstances in which D&B must reimburse Midway and its affiliates for their expenses.

Termination Fees

     The merger agreement provides that D&B will be required to pay a termination fee of $10,175,000, plus the reasonable out-of-pocket expenses of Midway and its affiliates, not to exceed $3,000,000, if the merger agreement is terminated for the following reasons:

	•		by Midway or Merger Sub, if D&B’s board of directors withdraws, modifies or changes in a manner adverse to Merger Sub, its recommendation for or approval of the merger agreement and the merger;
	•		by Midway or Merger Sub, if D&B’s board of directors approves or recommends any proposal other than one made by Midway and Merger Sub, or fails to reject and, if applicable, recommend against any proposal other than one made by Midway and Merger Sub; or D&B enters into an agreement related to an acquisition proposal with any party other than Midway and Merger Sub;
	•		by D&B prior to the approval of the merger by D&B stockholders in order to enter into an agreement with respect to a superior proposal;
	•		by D&B or Midway or Merger Sub due to a failure of D&B stockholders to approve the merger agreement at the special meeting or any adjournment or postponement of the special meeting, if at or prior to the date of the termination of the merger agreement, an acquisition proposal has been publicly announced or disclosed, or disclosed to the board of directors or any committee of the board of directors; or
	•		by Midway or Merger Sub due to a material breach by D&B of any of its representations, warranties, covenants or agreements in the merger agreement, such that the closing conditions would not be satisfied and which breach cannot be cured or has not been cured prior to 15 days after written notice is delivered to D&B, if at or prior to the date of the termination of the merger agreement, an acquisition proposal has been publicly announced or disclosed, or disclosed to the board of directors or any committee of the board of directors.

D&B is also required to pay the termination fee and transaction expenses not to exceed $3,000,000 of Midway and its affiliates, if (i) the merger is terminated by any party because the merger is not consummated by June 30, 2006 (as such date may be extended), and (ii) at or prior to the date of the termination of the merger agreement, an acquisition proposal has been publicly announced or disclosed, or disclosed to the board of directors or any committee of D&B’s board of directors, and (iii) within twelve months after the date of such termination, D&B enters into a definitive agreement for an acquisition proposal that provides a higher price to the D&B stockholders, from a financial point of view, than the transactions contemplated by the merger agreement.

Amendment, Waiver and Extension of the Merger Agreement

     Amendment

     Midway, D&B and Merger Sub may amend the merger agreement by action taken or authorized by their respective boards of directors. However, after the approval of the merger agreement by the D&B stockholders, no amendment may be made which would reduce the amount or change the type of consideration into which each share of common stock of D&B will be converted upon consummation of the merger.

     Extension; Waiver

     At any time prior to the completion of the merger, Midway and D&B, to the extent legally allowed, may:

	•		extend the time for performance of any of the obligations or other acts of the other party under the merger agreement;
	•		waive any inaccuracies in the other party’s representations and warranties contained in the merger agreement; and

•

waive the other party’s compliance with any of the agreements or conditions contained in the merger agreement.

Fees and Expenses

     In general, except with respect to the termination fee described under “— Termination Fees,” all costs and expenses incurred in connection with the merger agreement will be paid by the party incurring the expense.

INTERESTS OF OUR DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGER

     In considering the recommendation of the board of directors with respect to the merger agreement and the merger, you should be aware that, in addition to the matters discussed above, D&B’s executive officers and directors have interests in the merger that are in addition to, or different from, the interests of the stockholders generally. The board of directors was aware of and considered these interests in deciding to approve the merger agreement and the merger.

Executive Retention Agreements; Employment Agreements

     D&B entered into executive retention agreements with each of Messrs. Corriveau and Corley effective as of April 3, 2000. Since 2001, D&B has also entered into executive retention agreements with Mr. Hammett, Mr. Smith and Mr. Plunkett (who we refer to collectively with Messrs. Corriveau and Corley as the “named executive officers”) and all four other executive officers of D&B.

     The executive retention agreements provide that, for the two-year period following stockholder approval of the merger (or one year in the case of Messrs. Corriveau and Corley), which we refer to as the “employment period”, the executive officer will remain an employee of D&B. During the employment period, (i) the executive officer’s position, authority, duties and responsibilities must be consistent in all material respects with the most significant of those held, exercised or assigned during the 90-day period before stockholder approval of the merger, (ii) the executive officer must be employed at the location where the executive officer was employed immediately before stockholder approval of the merger (or any other location that becomes D&B’s headquarters and that is not more than 25 miles distant from such prior location), (iii) the executive officer will receive an annual base salary at least equal to 12 times the highest monthly base salary paid or payable by D&B to the executive officer during the 12-month period immediately preceding the month in which stockholder approval of the merger occurs, (iv) the executive officer will be awarded an annual bonus, for each fiscal year ending during the employment period, equal to the greater of (A) the maximum bonus that the executive officer could have received pursuant to the annual incentive plan in effect 90 days before stockholder approval of the merger or (B) 60% of the executive officer’s annual base salary (the greater amount being referred to below as the “annual bonus”), and (v) the executive officer will be entitled to additional compensation and benefits, including participation in incentive, savings, and retirement plans, health and other welfare benefits plans, and fringe benefits, on a basis that is no less favorable than that in effect during the 90-day period preceding stockholder approval of the merger (or, if more favorable, then the basis on which such compensation and benefits is made available to other peer executives of D&B and its affiliated companies after stockholder approval of the merger).

     During the employment period, if the executive officer’s employment is terminated by D&B without cause or by the executive officer for good reason (as such terms are defined in the executive retention agreements), the executive officer will be entitled to (i) a lump-sum cash payment in respect of a bonus, for the fiscal year in which employment is terminated, equal to the annual bonus, pro-rated for the portion of the fiscal year during which the executive officer was employed, (ii) a lump-sum cash severance payment equal to two times the sum of the executive officer’s annual base salary and annual bonus (or three times those amounts in the case of Messrs. Corriveau and Corley), and (iii) continued savings and retirement plans, health and other welfare benefits plans, and fringe benefits for the remainder of the employment period plus two additional years. In addition, in recognition of the special value of their services during the period following the merger, Messrs. Corriveau and Corley would each be entitled to a special payment equal to the sum of his respective annual base salary and annual bonus if he remains employed for the entirety of the one-year period beginning upon stockholder approval of the merger.

     The executive retention agreements also provide that if any payments or benefits to be provided to an executive officer (whether pursuant to the executive retention agreement or otherwise, and including without limitation all payments and benefits described in this “Interests of Our Directors and Executive Officers in the Merger”) would subject the executive officer to an excise tax under Section 4999 of the Code (i.e., the “golden parachute” provisions), then the total amount of such payments and benefits will be reduced to the minimum extent necessary to cause the executive officer not to be subject to such excise tax, but only if the executive officer would retain more, on an after-tax basis, than if such a reduction were not effected and an excise tax had been paid.

     The following table sets forth the cash severance payments (i.e., the pro-rata bonus and severance payments described above) which D&B presently expects would be owing to each named executive officer and all D&B executive officers as a group if, effective as of the consummation of the merger, their employment was terminated by D&B without cause or by the executive officer with good reason:

Name		Expected Amount
James W. Corley		$	4,478,658
David O. Corriveau			4,443,090
W.C. Hammett			1,307,687
Sterling R. Smith			983,561
J. Michael Plunkett			980,439
All executive officers as a group (9 persons)		$	15,513,279

     D&B and each of Messrs. Corriveau and Corley also entered into separate employment agreements effective as of April 3, 2000. During the 1-year employment period applicable to Messrs. Corriveau and Corley under their respective executive retention agreements, the operation of these employment agreements generally is suspended, and the respective rights and obligations of D&B and Messrs. Corriveau and Corley (including, without limitation, severance rights and obligations) are instead determined under their respective executive retention agreements. If Messrs. Corriveau and Corley remain employed after the expiration of the 1-year employment period applicable under their respective executive retention agreements, their respective employment agreements will continue in effect thereafter in accordance with their applicable terms.

Executive Retention Agreement Trust

     D&B created an executive retention agreement trust with Wachovia Bank, National Association, in December 2002. The executive retention agreement trust serves as a grantor trust, which is commonly referred to as a “rabbi trust,” and is intended to help enable D&B meet its obligations under its executive retention agreements with its executive officers and certain other of its employees. The executive retention agreement trust would have required D&B, upon stockholder approval of the merger, to fund the executive retention agreement trust with an amount sufficient to pay each executive officer the benefits to which he or she would be entitled under his or her respective executive retention agreement, plus an expense reserve (to the extent not already contributed) that is equal to $75,000, or if greater, the estimated trustee and record-keeper expenses and fees for one year and legal fees. However, on December 7, 2005, the executive retention agreement trust was amended so that upon stockholder approval of the merger, D&B is only required to fund the executive retention agreement trust with an amount equal to the applicable expense reserve and, when executive officers (or other employees) become entitled to cash severance payments under their respective executive retention agreements, to fund the executive retention agreement trust with the amount of the cash severance payments, unless D&B pays those cash severance amounts directly.

Stock Options

     Certain of D&B executive officers and directors hold options to purchase D&B common stock. The merger agreement provides that, at the effective time of the merger, each outstanding option to purchase common stock of D&B, whether or not vested, will be cancelled in exchange for the right to receive, for each share subject to such option, a cash payment equal to the amount by which the $18.05 per share merger consideration exceeds the per share exercise price of the option, without interest, less any applicable withholding taxes. Pursuant to the terms of the option plans, all options will vest upon stockholder approval of the merger (other than options held by non-employee directors). If D&B stockholders approve the merger, but the merger is not consummated, all such options will remain vested; however, D&B could cause the termination of such options, to the extent not previously exercised, within a period not exceeding 30 days by providing an appropriate notice to the holders of such options. None of the unvested stock options that are held by D&B’s non-employee directors will vest as a result of the merger or stockholder approval of the merger and they will only be exchanged for the cash consideration provided in the merger agreement if the merger is completed; otherwise they will remain in force in accordance with their terms. The following table sets forth certain information with respect to “in-the-money” options, which are options having a per share exercise price that is less than $18.05, held as of the date hereof by each director and named executive officer and all executive officers as a group:

		Number				Weighted												Aggregate
		of Shares				Average				Number of				Weighted Average				Consideration
		Subject to				Exercise Price				Shares Subject to				Exercise Price				To Be Paid For
		In-the-Money				of In-the-Money				In-the-Money				Of In-the-Money				In-the-Money
Name		Vested Options				Vested Options				Unvested Options				Unvested Options				Options (1)
James W. Corley			240,000			$	9.19				0				—			$	2,126,400
David O. Corriveau			155,000				10.62				0				—				1,151,650
Allen J. Bernstein			0				—				0				—				0
Peter A. Edison			0				—				0				—				0
Walter Humann			15,000				8.88				7,500			$	8.88				206,325
Mark A. Levy			15,000				8.81				0				—				138,600
Christopher C. Maguire			30,000				11.94				0				—				183,300
David Pittaway			15,000				8.88				7,500				8.88				206,325
Patricia Priest			15,000				8.88				7,500				8.88				206,325
W.C. Hammett, Jr.			75,000				6.45				0				—				870,000
Sterling R. Smith			46,667				7.42				0				—				496,070
J. Michael Plunkett			56,000				7.00				0				—				618,800
All executive officers as a group (9 persons)			623,500				8.82				6,667				9.27				5,813,441

Restricted Stock

     All of D&B’s executive officers and outside directors have been granted restricted shares of D&B common stock. Upon stockholder approval of the merger, all of the restricted stock that has been granted will vest and all restrictions on those shares will immediately lapse. Upon consummation of the merger, the holders of those shares of previously restricted stock will be entitled to receive the merger consideration of $18.05, less any applicable withholding taxes, for each share of previously restricted stock. The following table sets forth, for each director and named executive officer and all executive officers as a group, the number of shares of restricted stock held as of the date hereof:

		Number of Shares
		Whose Vesting				Dollar Value of
Name		Would Accelerate				Accelerated Shares (1)
James W. Corley			100,000			$	1,805,000
David O. Corriveau			100,000				1,805,000
Allen J. Bernstein			4,000				72,200
Peter A. Edison			6,000				108,300
Walter Humann			4,000				72,200
Mark Levy			4,000				72,200
Chris Maguire			4,000				72,200
David Pittaway			4,000				72,200
Patricia Priest			4,000				72,200
W.C. Hammett, Jr.			47,500				857,375
Sterling R. Smith			30,000				541,500
J. Michael Plunkett			27,500				496,375
All executive officers as a group (9 persons)			395,000				7,129,750

Supplemental Executive Retirement Plan

     Each of our executive officers is eligible to participate in our Select Executive Retirement Plan (“SERP”). Pursuant to the SERP, executive officers may elect to defer payment of their base salary and bonus. Non-employee directors are not eligible to participate in the SERP. Amounts deferred by executive officers are credited to a bookkeeping account together with any additional amounts that D&B may determine in its discretion to credit from time to time. An executive officer is fully vested at all times in his or her own deferrals and any earnings thereon and generally vests in any employer contributions (and any earnings thereon) following a five-year period of plan participation (with ratable vesting of 20% per year for plan participation of less than five years). However, upon consummation of the merger, each executive officer will become fully vested in the amounts credited to him or her under the SERP (whether or not then otherwise vested). The following table sets forth, for each named executive officer and all executive officers as a group, their vested balance in the SERP as of December 31, 2005, and the additional amount that D&B expects to vest upon consummation of the merger (determined without regard to any earnings after December 31, 2005 or any additional contributions that may be credited after December 31, 2005):

						Amount Expected
		Vested Balance				to Vest by
Name		At December 31, 2005				Reason of Merger
James W. Corley		$	79,844			$	0
David O. Corriveau			—				—
W.C. Hammett, Jr.			—				—
Sterling R. Smith			101,793				4,666
J. Michael Plunkett			48,373				3,487
All executive officers as a group (9 persons)			653,915				11,953

Indemnification and Insurance

     The merger agreement requires that, for periods both before and after the effective time of the merger, D&B (or any successor) shall indemnify, defend and hold harmless the present and former officers and directors of D&B and its subsidiaries against all losses, claims, damages, liabilities, fees and expenses incurred by reason of the fact that such person is or was an officer or director of D&B or any of its subsidiaries or for any claims arising from or pertaining to the transactions contemplated by the merger agreement. D&B agreed to pay the reasonable fees and expenses of no more than one counsel selected by the officers and directors of D&B, except in the case that two or more indemnified officers and directors have an actual conflict of interest in the outcome of the matter in the opinion of such counsel. If the merger is effected, D&B shall continue in effect for six years following the merger, for the benefit of the current D&B officers and directors, directors and officers’ liability insurance on no less favorable terms than the current policy. However, D&B shall not be required to expend more than 150% of actual current annual premiums for the policy. D&B also agreed to maintain the indemnification provisions currently provided for in D&B’s Restated Articles of Incorporation for no less than six years following the merger.

     In addition, D&B has entered into indemnity agreements with its executive officers and directors that generally provide for indemnification for such individuals to the fullest extent provided by law. Missouri law generally grants a corporation the power to adopt broad indemnification provisions with respect to its directors and officers, but it places certain restrictions on a corporation’s ability to indemnify its officers and directors against conduct that is finally adjudged to have been knowingly fraudulent or deliberately dishonest or to have involved willful misconduct.

     Article Eleven of D&B’s Restated Articles of Incorporation eliminates, to the fullest extent permissible under Missouri law, the liability of directors of D&B for monetary damages for breach of fiduciary duty as a director. D&B also maintains a directors’ and officers’ liability insurance policy insuring directors and officers of D&B for covered losses as defined in the policy.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table and the notes thereto set forth information as of [___], 2006, relating to beneficial ownership (as defined in Rule 13d-3 of the Securities Exchange Act of 1934 (the “Exchange Act”)) of the common stock of D&B by (i) each person known by D&B to own beneficially more than 5% of the outstanding shares of the common stock of D&B, (ii) each director of D&B; (iii) each named executive officer set forth in the executive compensation table in D&B’s proxy statement for the 2005 annual meeting of stockholders, and (iv) all directors and executive officers of D&B as a group:

     Except as otherwise indicated, each stockholder identified in the table possesses sole voting and investment power with respect to the listed shares.

NAME OF BENEFICIAL OWNER:		NUMBER(1)				PERCENT
5% Stockholders:
Barclays Global Investors, NA(2)			1,604,558				11.23	%
Cramer Rosenthal McGlynn, LLC(3)			816,500				5.71	%
HBK Investments, LP(4)			1,314,400				9.20	%
Rutabaga Capital Management(5)			789,780				5.53	%
Directors And Executive Officers:
David O. Corriveau(6)			767,085				5.26	%
James W. Corley(7)			917,717				6.25	%
W.C. Hammett(8)			126,300				*
Sterling R. Smith(9)			119,167				*
J. Michael Plunkett(10)			103,509				*
Allen J. Bernstein(11)			4,000				*
Peter A. Edison(12)			166,824				1.17	%
Walter J. Humann(13)			19,000				*
Mark A. Levy(14)			19,015				*
Christopher C. Maguire(15)			37,000				*
David B. Pittaway(16)			19,000				*
Patricia P. Priest(17)			19,000				*
All directors and officers as a group (16 persons)(18)			2,459,450				16.05	%

MARKET PRICE DATA AND DIVIDENDS ON COMMON STOCK

     D&B’s common stock is listed on the NYSE under the symbol “DAB.” The following table sets forth, for the periods indicated, the high and low closing sale prices per share. Share prices are as reported on the NYSE based on published financial sources.

		High				Low
Fiscal Year 2005
Fourth Quarter		$	—			$	—
Third Quarter			19.68				12.48
Second Quarter			19.51				17.00
First quarter			20.52				16.36
Fiscal Year 2004
Fourth quarter			20.31				17.70
Third quarter			19.19				15.16
Second quarter			18.86				16.10
First quarter			18.75				12.26

     On December 7, 2005, the last full day of trading before the public announcement of the execution of the merger agreement, the closing price of the shares on the NYSE was $15.28 per share. On ___, 2006, the most recent trading day prior to the date of this proxy statement, the closing price of the shares on the NYSE was $         per share. As of that date, there were ___holders of record of D&B’s common stock and ___shares issued and outstanding. You should obtain current market price quotations for the D&B common stock in connection with voting your shares.

     D&B has never declared a dividend on its shares of common stock. Under the merger agreement, D&B has agreed not to declare or pay any dividends on D&B common stock prior to the closing of the merger or the earlier termination of the merger agreement.

APPRAISAL RIGHTS

     If the merger is consummated, stockholders of D&B who have not approved the merger will have the right under applicable Missouri law to object to the merger and demand payment of the fair value of their shares, instead of merger consideration. These appraisal rights apply to stockholders who object to the merger in writing, do not vote for the merger, and properly demand payment of the fair value of their shares after the merger, in accordance with and subject to the procedures set forth in Section 351.455 of the Missouri General and Business Corporation Law. The preservation and exercise of dissenters’ rights requires strict adherence to the applicable provisions of Missouri law. This summary of the rights of dissenting stockholders under Missouri law is not a complete statement of the procedures to be followed by dissenting stockholders and is qualified in its entirety by reference to Section 351.455 of the Missouri GBCL which is attached hereto as Appendix C. Stockholders who intend to exercise their dissenters’ rights are urged to carefully review the provisions set forth in Section 351.455 and to consult with legal counsel in order to comply with the required procedures.

     If you elect to exercise your right to appraisal of your shares, you must satisfy the following conditions:

     1. You must file a written objection with D&B prior to or at the special meeting of stockholders objecting to the plan of merger, you must not vote for the merger, and within 20 days after the effective date of the merger, you must make written demand on D&B for payment of full value of your shares as of the day before the special meeting.

     2. If, within 30 days after the effective date of the merger, you reach an agreement with D&B as to the value of your shares, D&B will pay you such amount within 90 days after the effective date of the merger. If you receive any such payment, you will surrender your shares and will cease to have any interest in such shares.

     3. If you and the surviving corporation do not reach such an agreement, then you may file a petition in a Missouri court within 60 days after the end of the above-referenced 30 day period asking for a finding and determination of

the fair value of such shares, plus interest. If you receive such a judgment, you must surrender your shares and will cease to have any interest in such shares.

     If you fail to satisfy any of the above conditions within the time periods set out in Section 351.455 of the Missouri GBCL, you will be conclusively presumed to have consented to the merger and you will be bound by its terms. The written demand for appraisal should specify your name and mailing address, the number of shares you own and that you are demanding appraisal of your shares. A proxy or vote against the merger agreement and the merger will not by itself constitute a demand. If you do not make a demand within 20 days of the merger, you will be conclusively presumed to have consented to the merger.

     We do not intend to object, assuming the proper procedures are followed, to any stockholder’s demand for payment of the fair value of his, her or its shares. We intend, however, to argue in any discussions or negotiations with dissenting stockholders or in any court proceeding that, for such purposes, the fair value of each share is less than or equal to the merger consideration.

     You should be aware that opinions of investment banking firms (including Piper Jaffray) as to the fairness from a financial point of view are not necessarily opinions as to “fair value” under Missouri law.

     If you elect to exercise appraisal rights, you should mail or deliver your written demand to: Dave & Buster’s, Inc., 2481 Manana Drive, Dallas, Texas 75220, Attention: Secretary.

     If you fail to comply fully with the statutory procedure set forth in Section 351.455, you will forfeit your rights of appraisal and will be entitled to receive the $18.05 per share merger consideration for your shares. Consequently, any stockholder wishing to exercise appraisal rights should contact legal counsel before attempting to exercise these rights.

MULTIPLE STOCKHOLDERS SHARING ONE ADDRESS

     In accordance with Rule 14a-3(e)(1) under the Exchange Act, one proxy statement will be delivered to two or more stockholders who share an address, unless D&B has received contrary instructions from one or more of the stockholders. D&B will deliver promptly upon written or oral request a separate copy of the proxy statement to a stockholder at a shared address to which a single copy of the proxy statement was delivered. Requests for additional copies of the proxy statement, and requests that in the future separate proxy statements be sent to stockholders who share an address, should be directed to Dave & Buster’s, Inc., 2481 Manana Drive, Dallas, Texas 75220, telephone: (214) 357-9588. In addition, stockholders who share a single address but receive multiple copies of the proxy statement may request that in the future they receive a single copy by contacting D&B at the address and phone number set forth in the prior sentence.

SUBMISSION OF STOCKHOLDER PROPOSALS

     If the merger is not completed, you will continue to be entitled to attend and participate in our stockholder meetings and we will hold a 2006 annual meeting of stockholders, in which case stockholder proposals will be eligible for consideration for inclusion in the proxy statement and form of proxy for our 2006 annual meeting of stockholders. We must have received any proposals of stockholders intended to be presented at our annual meeting of stockholders in 2006 on or before [___, 2006] in order for the proposals to be eligible for inclusion in our proxy statement and proxy for that meeting. Any other stockholder proposals to be considered for presentation at our annual meeting of stockholders in 2006, although not included in our proxy statement and proxy for that meeting, also must have been received on or before [___, 2006] and be submitted in accordance with the requirements set forth in our bylaws.

     Stockholder proposals should be sent to Dave & Buster’s, Inc., 2481 Manana Drive, Dallas, Texas 75220. We urge that any stockholder proposals be sent certified mail, return-receipt requested.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

     D&B files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any reports, proxy statements or other information that we file with the SEC at the following location of the SEC:

Public Reference Room
100 F Street, N.E.
Washington, D.C. 20549

     Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. You may also obtain copies of this information by mail from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. Our SEC filings are also available to the public from document retrieval services and the Internet website maintained by the SEC at www.sec.gov.

     Any person, including any beneficial owner, to whom this proxy statement is delivered may request copies of reports, proxy statements or other information concerning us, without charge, by written or telephonic request directed to us at Dave & Buster’s, Inc., 2481 Manana Drive, Dallas, Texas 75220, Attention: Investor Relations. If you would like to request documents, please do so by [•], in order to receive them before the special meeting.

     The SEC allows us to “incorporate by reference” into this proxy statement documents we file with the SEC. This means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this proxy statement, and later information that we file with the SEC will update and supersede that information. We incorporate by reference the documents listed below and any documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this proxy statement and prior to the date of the special meeting:

D&B Filings:		Periods:
Annual Report on Form 10-K		Year ended January 30, 2005
Quarterly Reports on Form 10-Q		Quarters ended May 1, 2005, July 31, 2005 and October 31, 2005
Current Reports on Form 8-K		Filed December 9, 2005, September 8, 2005, August 25, 2005, August 5, 2005, August 4, 2005, June 7, 2005, April 14, 2005, April 1, 2005, March 7, 2005 (three filings), and February 11, 2005

     No persons have been authorized to give any information or to make any representations other than those contained in this proxy statement and, if given or made, the information or representations must not be relied upon as having been authorized by us or any other person. This proxy statement is dated [___, 2006]. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date, and the mailing of this proxy statement to stockholders shall not create any implication to the contrary.

Appendix A

 

 

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

DAVE & BUSTER’S, INC.,

WS MIDWAY ACQUISITION SUB, INC.

AND

WS MIDWAY HOLDINGS, INC.

DATED AS OF DECEMBER 8, 2005

 

 

TABLE OF CONTENTS

				Page
ARTICLE I
THE MERGER
SECTION 1.1.		The Merger			A-2
SECTION 1.2.		Effective Time			A-2
SECTION 1.3.		Effect of the Merger			A-2
SECTION 1.4.		Subsequent Actions			A-2
SECTION 1.5.		Articles of Incorporation; By-Laws; Directors and Officers			A-2
SECTION 1.6.		Conversion of Securities			A-3
SECTION 1.7.		Exchange of Certificates and Warrants			A-5
SECTION 1.8.		Stock Plans			A-8
SECTION 1.9.		Time and Place of Closing			A-8
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF MERGER SUB AND HOLDINGS
SECTION 2.1.		Organization			A-9
SECTION 2.2.		Capitalization			A-9
SECTION 2.3.		Authority			A-9
SECTION 2.4.		No Conflict; Required Filings and Consents			A-10
SECTION 2.5.		Financing Arrangements			A-11
SECTION 2.6.		No Prior Activities			A-11
SECTION 2.7.		Brokers			A-11
SECTION 2.8.		Information Supplied			A-11
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
SECTION 3.1.		Organization and Qualification			A-12
SECTION 3.2.		Subsidiaries and Joint Ventures			A-13
SECTION 3.3.		Capitalization			A-14
SECTION 3.4.		Authority			A-15
SECTION 3.5.		No Conflict; Required Filings and Consents			A-16
SECTION 3.6.		SEC Filings; Financial Statements			A-16
SECTION 3.7.		Absence of Certain Changes or Events			A-18
SECTION 3.8.		Litigation			A-18
SECTION 3.9.		Employee Benefit Plans			A-19
SECTION 3.10.		Information Supplied			A-20
SECTION 3.11.		Conduct of Business; Permits			A-21

SECTION 3.12.		Taxes			A-22
SECTION 3.13.		Environmental Matters			A-24
SECTION 3.14.		Title to Assets; Liens			A-25
SECTION 3.15.		Real Property			A-26
SECTION 3.16.		Intellectual Property			A-28
SECTION 3.17.		Material Contracts			A-29
SECTION 3.18.		Brokers			A-31
SECTION 3.19.		Board Action			A-31
SECTION 3.20.		Opinion of Financial Advisor			A-31
SECTION 3.21.		Control Share Acquisition			A-31
SECTION 3.22.		Rights Agreement			A-31
SECTION 3.23.		Vote Required			A-31
SECTION 3.24.		Insurance			A-32
SECTION 3.25.		Suppliers			A-32
SECTION 3.26.		Collective Bargaining; Labor Disputes; Compliance			A-32
SECTION 3.27.		Investment Company			A-33
SECTION 3.28.		Transactions with Affiliates			A-33
SECTION 3.29.		Absence of Restrictions on Business Activities			A-33
SECTION 3.30.		Letters of Credit, Surety Bonds, Guarantees			A-34
SECTION 3.31.		Certain Business Practices			A-34
ARTICLE IV
CONDUCT OF BUSINESS PENDING THE MERGER
SECTION 4.1.		Conduct of Business by the Company Pending the Merger			A-34
SECTION 4.2.		No Solicitations			A-38
SECTION 4.3.		Fiduciary Duties			A-40
ARTICLE V
ADDITIONAL AGREEMENTS
SECTION 5.1.		Proxy Statement			A-41
SECTION 5.2.		Meeting of Shareholders of the Company			A-41
SECTION 5.3.		Additional Agreements			A-41
SECTION 5.4.		Notification of Certain Matters			A-41
SECTION 5.5.		Access to Information			A-41
SECTION 5.6.		Public Announcements			A-42
SECTION 5.7.		Approval and Consents; Cooperation			A-42
SECTION 5.8.		Further Assurances			A-43
SECTION 5.9.		Agreement to Defend and Indemnify			A-43
SECTION 5.10.		Continuation of Employee Benefits			A-44
SECTION 5.11.		Financing			A-45
SECTION 5.12.		Takeover Statutes			A-46
SECTION 5.13.		Disposition of Litigation			A-46
SECTION 5.14.		Delisting			A-46

ARTICLE VI
CONDITIONS OF MERGER
SECTION 6.1.		Conditions to Each Party’s Obligation to Effect the Merger			A-46
SECTION 6.2.		Additional Conditions to Obligation of the Company to Effect the Merger			A-47
SECTION 6.3.		Additional Conditions to Obligations of Merger Sub to Effect the Merger			A-47
ARTICLE VII
TERMINATION, AMENDMENT AND WAIVER
SECTION 7.1.		Termination			A-49
SECTION 7.2.		Effect of Termination			A-51
ARTICLE VIII
GENERAL PROVISIONS
SECTION 8.1.		Non-Survival of Representations, Warranties and Agreements			A-52
SECTION 8.2.		Notices			A-52
SECTION 8.3.		Expenses			A-54
SECTION 8.4.		Definitions			A-54
SECTION 8.5.		Headings			A-61
SECTION 8.6.		Severability			A-61
SECTION 8.7.		Entire Agreement; No Third-Party Beneficiaries			A-61
SECTION 8.8.		Assignment			A-61
SECTION 8.9.		Governing Law			A-61
SECTION 8.10.		Amendment			A-61
SECTION 8.11.		Waiver			A-62
SECTION 8.12.		Counterparts			A-62
SECTION 8.13.		Waiver of Jury Trial			A-62
SECTION 8.14.		Interpretation			A-62
SECTION 8.15.		Disclosure Generally			A-63

INDEX OF DEFINED TERMS

		Page
Acquisition Proposal			A-40
affiliate			A-7
Affiliate Transaction			A-34
Agreement			A-1
Approvals			A-49
Board of Directors			A-1
Certificates			A-5
Closing			A-9
Closing Date			A-9
Code			A-8
Commitment Letters			A-11
Company			A-1
Company 2004 Form 10-K			A-18
Company Common Stock			A-3
Company Disclosure Schedule			A-12
Company Material Contracts			A-31
Company Preferred Stock			A-15
Company Shareholder Approval			A-32
Company Shareholders’ Meeting			A-12
Construction Projects			A-28
control			A-7
Copyrights			A-30
Credit Agreement			A-26
Debt Financing			A-11
Dissenting Shares			A-4
Draft 10-Q			A-18
Effective Time			A-2
Employee Plans			A-19
Equity Financing			A-11
ERISA			A-19
ERISA Affiliate			A-19
Exchange Act			A-10
Exchange Agent			A-5
Exchange Fund			A-5
Fee			A-52
Fee Account			A-52
Financing			A-11
Financing Sources			A-42
Governmental Entity			A-12
Holdings			A-1
Holdings Schedule			A-9