UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment No. 2
(Final)
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.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
23833N104
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(CUSIP Number)
Ezra G. Levin, Esq.
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, New York 10022
(212) 715-9100
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
January 16, 2004
----------------
(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 7 pages
SCHEDULE 13D
CUSIP No. 23833N104
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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
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3) SEC USE ONLY
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4) SOURCE OF FUNDS
WC
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
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6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7) SOLE VOTING POWER
NUMBER OF 678,700
SHARES ---------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY none
EACH ---------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 678,700
WITH ---------------------------------------------------
10) SHARED DISPOSITIVE POWER
none
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
678,700
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12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99%
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14) TYPE OF REPORTING PERSON
PN
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AMENDMENT NO. 2 (FINAL) TO SCHEDULE 13D
This Amendment amends the Schedule 13D, dated March 3, 2003, as amended by
Amendment No. 1 dated November 14, 2003 (the "Schedule 13D"), filed by Dolphin
Limited Partnership I, L.P. ("Dolphin"), with respect to the Common Stock, $.01
par value (the "Common Stock") of Dave & Buster's, Inc. (the "Company").
Notwithstanding this Amendment, the Schedule 13D speaks as of its respective
dates.
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 as follows::
"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 approximately $12,166,000."
Item 4. Purpose of Transaction.
----------------------
Item 4 of the Schedule 13D, "Purpose of Transaction," is amended by
adding the following to the end of the Item:
"As noted in the Schedule 13D, Dolphin continues to hold the Common
Stock that it owns for investment but is monitoring the Company's operating
performance and governance initiatives. Depending on these and other
considerations recited in the Schedule 13D, Dolphin may acquire or dispose of
securities of the Company or take any other action in connection with its
investment in the Company permitted by law."
Item 5. Interest in Securities of the Issuer.
------------------------------------
Items 5(a), 5(c) and 5(e) 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 678,700 shares of
Common Stock, representing approximately 4.99% 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."
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1 Percentage based upon 13,607,618 shares of Common Stock reported outstanding
as of December 12, 2003 in the Company's Quarterly Report on Form 10-Q for the
quarter ended November 2, 2003.
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"(e) Dolphin ceased to be the beneficial owner of more than 5% of
the Common Stock on January 16, 2004. Accordingly, Dolphin is no longer subject
to the reporting obligations under Section 13(d) of the Securities Exchange Act,
and Dolphin intends not to further amend its report on Schedule 13D to reflect
changes in the facts set forth herein that may occur after the date hereof."
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SIGNATURES
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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: January 20, 2004
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
Title: Senior Managing Director
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SCHEDULE II
Shares sold by Dolphin Limited Partnership I, L.P.
Date Number of Shares Bought/(Sold) Price Per Share(1)
---- ------------------------------ ------------------
11/28/03 (2,600) $13.9893
12/01/03 (4,300) 14.0379
12/02/03 (18,500) 13.9871
12/02/03 (2,400) 14.0597
12/03/03 (8,400) 14.0868
12/04/03 (13,200) 13.9885
12/04/03 (8,000) 13.9916
12/05/03 (20,100) 13.9896
12/05/03 (10,900) 13.9985
12/11/03 15,000 12.9908
12/17/03 400 12.3925
1218/03 (400) 12.6869
12/19/03 400 12.3925
12/22/03 (400) 12.6869
01/02/04 5,000 12.3940
01/05/04 (5,000) 12.7483
01/06/04 (1,000) 12.9869
01/07/04 (17,900) 13.0025
01/13/04 3,800 12.2945
01/14/04 (4,800) 12.8023
01/16/04 (15,000) 12.9494
01/16/04 (15,000) 13.0594
01/16/04 (13,200) 13.0953
01/16/04 (65,000) 13.1194
01/16/04 (1,500) 13.1747
01/16/04 (30,000) 13.1994
01/16/04 (10,000) 13.6694(2)
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1 Net of all transaction costs.
2 Shares sold vs. option assignments.
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Transactions in American Stock Exchange traded call options:
Date Number of Options (Sold)/Purchased (1) Price Per Share(2)
---- -------------------------------------- ------------------
12/09/03 (100) $1.1799
12/31/03 (40) 0.5299
01/02/04 (10) 0.5300
01/06/04 (100) 0.5300
01/09/04 (125) 0.4800
01/12/04 (40) 0.4800
01/14/04 (340) 0.5800
01/15/04 (200) 0.5800
01/16/04 650(3) 0.9200
In addition, on January 16, 2004, the holder of 100 call options written by
Dolphin on December 19, 2003 exercised the options. See preceding
table.
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1 Options in 100's of shares. Options sold were written by Dolphin.
2 Net of commissions.
3 Purchased to close previously opened written call positions.
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