UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment No. 1
Under the Securities Act of 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(A) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Dave & Buster's, Inc.
---------------------
(Name of Issuer)
Common Stock, $.01 par value
----------------------------
(Title of Class of Securities)
23833N104
---------
(CUSIP Number)
Ezra G. Levin, Esq.
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, New York 10022
(212) 715-9100
--------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
November 13, 2003
-----------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following
box: |_|.
Page 1 of 9 pages
SCHEDULE 13D
CUSIP No. 619429103
- -------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dolphin Limited
Partnership I, L.P. 06-156-7782
- -------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
- -------------------------------------------------------------------------------
3) SEC USE ONLY
- -------------------------------------------------------------------------------
4) SOURCE OF FUNDS WC
- -------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 921,700
SHARES -----------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY none
EACH -----------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 921,700
WITH -----------------------------------------------------
10) SHARED DISPOSITIVE POWER
none
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 921,700
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
PN
- -------------------------------------------------------------------------------
2
AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment amends the Schedule 13D, dated March 3, 2003 (the "Schedule
13D"), filed by Dolphin Limited Partnership I, L.P. ("Dolphin"), with respect to
the Common Stock, $.01 par value of Dave & Buster's, Inc. (the "Company").
Notwithstanding this Amendment, the Schedule 13D speaks as of its date.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Item 3 of the Schedule 13D, "Source and Amount of Funds or Other
Consideration," is amended and restated in its entirety by the following:
"All purchases of Common Stock by Dolphin were made in the open
market and were funded by working capital. The amount of the funds expended by
Dolphin for such purchases was $11,852,397.02 inclusive of commissions and
execution related costs."
Item 4. Purpose of Transaction.
----------------------
Item 4 of the Schedule 13D, "Purpose of Transaction," is amended and
restated in its entirety by the following:
"In June 2003, Dolphin conducted a proxy contest for the election of
three independent directors to the board of the Company. These directors were
not elected but following the time that Dolphin first announced its intention to
conduct the contest, Dolphin believes that the Company introduced governance
reforms and made improvements to its operations. Reference is made to the
materials filed by Dolphin under Regulation 14A in respect of the proxy contest.
Dolphin is currently holding the shares of Common Stock to which
this Statement relates for investment purposes, but Dolphin continues to review
the Company's operating performance and governance initiatives. Depending on
market and business conditions, the market price for the Company's common stock
and Dolphin's view of the Company's performance and prospects, Dolphin may sell
or acquire additional shares of Common Stock. Dolphin may also engage in option
transactions with respect to the Common Stock or the Company's other securities
or take any other action permitted by law with respect to the Company or any of
its securities.
Dolphin may also offer proposals from time to time to the senior
management of the Company or the Company's board with regard to ways to enhance
shareholder value. On November 14, 2003, Mr. Donald Netter, Senior Managing
Director of Dolphin, sent a letter to the board proposing that the Company
institute a quarterly common cash dividend. In this letter, Dolphin said,
`We have been keenly watching the progress of the Company over the
past five months. Given the enhanced capital structure and cost
cutting initiatives
3
disclosed by the Company, we believe that it is now appropriate to
institute a quarterly common cash dividend to share some of
the returns directly with shareholders. Further, as I'm sure you are
aware, there are many investors who cannot invest in the common
stock of companies that do not pay a cash dividend. Given the
favorable tax treatment afforded cash dividends, we believe it's an
opportune time for the board to take this action and believe that it
will be well received. Shareholders look forward to hearing from you
on this matter.'"
Item 5. Interest in Securities of the Issuer.
------------------------------------
Items 5(a) and 5(c) of the Schedule 13D, "Interest in Securities of
the Issuer," are amended and restated in their entirety by the following:
"(a) Dolphin beneficially owns an aggregate of 921,700
shares of Common Stock, representing approximately 6.9% of the issued and
outstanding shares of Common Stock of the Company."1
"(c) Except as set forth on Schedule II hereto, Dolphin has not
effected any transactions in the Common Stock during the past 60 days. All
transactions in the shares were effected on the New York Stock Exchange unless
otherwise noted. Transactions in the options were effected on the American
Stock Exchange."
- -------------------
1 Percentage based upon 13,412,118 shares of Common Stock reported outstanding
as of September 8, 2003 in the Company's Quarterly Report on Form 10-Q for the
quarter ended August 3, 2003.
4
SIGNATURES
----------
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: November 14, 2003
DOLPHIN LIMITED PARTNERSHIP I, L.P.
by DOLPHIN ASSOCIATES LLC, its general
partner,
by DOLPHIN HOLDINGS CORP.,
its managing member,
by: /s/ Donald T. Netter
------------------------
Name: Donald T. Netter
5
SCHEDULE II
-----------
Transactions in shares of Common Stock by Dolphin Limited Partnership I, L.P.
Date Number of Shares Bought / (Sold) Price Per Share(2)
---- -------------------------------- ----------------
09/19/03(3) (4,000) 10.9595
09/24/03 (9,400) 11.0274
10/03/03 (10,000) 10.9928
10/07/03 (5,000) 11.0875
10/08/03 (5,000) 11.1875
10/09/03 4,000 10.9089
10/10/03 (4,000) 11.0875
10/13/03 (19,900) 11.3372
10/16/03 (20,100) 11.5368
10/20/03(3) (1,000) 10.9495
10/20/03 (5,000) 11.6875
10/22/03(3) (1,000) 10.9495
10/22/03 (25,000) 11.9875
11/07/03 (24,000) 14.1700
11/13/03 (23,000) $14.2100
11/13/03 (2,600) $14.3600
11/13/03 (300) $14.3700
11/13/03 (1,000) $14.4100
11/13/03 (600) $14.4500
11/13/03 (100) $14.4600
11/13/03 (400) $14.5100
11/13/03 (200) $14.5200
11/13/03 (100) $14.5300
11/13/03 (200) $14.5600
11/13/03 (500) $14.6100
11/13/03 (33,000) $14.2100
11/13/03 (400) $14.5375
11/13/03 (400) $14.4875
11/13/03 (500) $14.3375
11/13/03 (500) $14.3375
11/13/03 (600) $14.3075
11/13/03 (400) $14.3375
11/13/03 (500) $14.3775
11/13/03 (500) $14.3775
11/13/03 (500) $14.3775
- -----------------------
2 Net of commissions.
3 Shares sold vs. option assigments.
6
Date Number of Shares Bought / (Sold) Price Per Share(4)
---- -------------------------------- ------------------
11/13/03 (500) $14.3775
11/13/03 (400) $14.3375
11/13/03 (2,000) $14.3475
11/13/03 (1,000) $14.3475
11/13/03 (200) $14.3375
11/13/03 (1,800) $14.3375
11/13/03 (500) $14.2875
11/13/03 (500) $14.2875
11/13/03 (500) $14.3175
11/13/03 (1,000) $14.3275
11/13/03 (1,000) $14.3075
11/13/03 (1,000) $14.2375
11/13/03 (1,000) $14.2775
11/13/03 (500) $14.2375
11/13/03 (500) $14.2475
11/13/03 (1,200) $14.2375
11/13/03 (100) $14.2375
11/13/03 (1,000) $14.2375
11/13/03 (1,000) $14.2675
11/13/03 (500) $14.2575
11/13/03 (1,000) $14.2875
11/13/03 (1,000) $14.3375
11/13/03 (500) $14.3175
11/13/03 (900) $14.3075
11/13/03 (600) $14.2875
11/13/03 (300) $14.3075
11/13/03 (500) $14.3575
11/13/03 (500) $14.3575
11/13/03 (500) $14.3675
11/13/03 (500) $14.3575
11/13/03 (500) $14.3675
11/13/03 (500) $14.3675
11/13/03 (200) $14.3475
11/13/03 (400) $14.3475
11/13/03 (400) $14.3375
11/13/03 (900) $14.3475
11/13/03 (1,600) $14.3475
11/13/03 (1,600) $14.3475
11/13/03 (1,900) $14.3475
11/13/03 (1,000) $14.3575
11/13/03 (1,000) $14.3575
11/13/03 (1,000) $14.3475
- ------------------
4 Net of commissions.
7
Date Number of Shares Bought / (Sold) Price Per Share(5)
---- -------------------------------- ----------------
11/13/03 (1,000) $14.3575
11/13/03 (1,000) $14.3575
11/13/03 (1,000) $14.3575
11/13/03 (2,200) $14.3375
11/13/03 (400) $14.3375
11/13/03 (400) $14.3375
11/13/03 (400) $14.3375
11/13/03 (400) $14.3375
11/13/03 (300) $14.3375
11/13/03 (300) $14.3075
11/13/03 (400) $14.3075
11/13/03 (400) $14.3075
11/13/03 (500) $14.3075
11/13/03 (500) $14.3075
11/13/03 (500) $14.3075
11/13/03 (500) $14.3075
11/13/03 (400) $14.3075
11/14/03 (1,000) $14.2600
11/14/03 (1,000) $14.2800
11/14/03 (1,000) $14.2900
11/14/03 (500) $14.3475
11/14/03 (300) $14.2975
11/14/03 (500) $14.2975
11/14/03 (500) $14.2975
11/14/03 (600) $14.2775
11/14/03 (200) $14.2775
11/14/03 (200) $14.2675
11/14/03 (800) $14.2375
11/14/03 (500) $14.2175
11/14/03 (400) $14.1675
11/14/03 (300) $14.1075
11/14/03 (400) $14.1275
11/14/03 (400) $14.1275
11/14/03 (500) $14.1275
11/14/03 (600) $14.1275
11/14/03 (200) $14.1275
11/14/03 (6,400) $13.9888
11/14/03 (1,100) $14.0175
11/14/03 (500) $14.0075
11/14/03 (1,000) $14.0075
11/14/03 (1,000) $14.0075
11/14/03 (500) $14.0075
- -----------------
5 Net of commissions.
8
Transactions in American Stock Exchange traded options:
Date Number of Options (Sold) Purchased(6) Price Per Share(7)
---- ----------------------------------- ----------------
09/16/03 (80) $.995
09/17/03 (40) $1.02
11/07/03 240 $4.32
- ---------------------
6 Options (sold) or purchased to close out options previously written. Options
in 100's of shares.
7 Net of commissions.
9