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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
SHOWBIZ PIZZA TIME, INC.
(Name of Issuer)
COMMON STOCK, $0.10 PAR VALUE
(Title of Class of Securities)
0008253881309
(CUSIP Number)
ROBERT C. SCHWENKEL GARY J. COHEN
FRIED, FRANK, HARRIS, SHRIVER & SIDLEY & AUSTIN
JACOBSON 555 WEST FIFTH STREET
ONE NEW YORK PLAZA SUITE 4000
NEW YORK, NY 10004 LOS ANGELES, CA 90013-1010
212-859-8167 213-896-6000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
MAY 22, 1995
(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(b)(3) or (4), check the
following box [].
Check the following box if a fee is being paid with the statement [].
(A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
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*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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The Schedule 13D filed with the Securities and
Exchange Commission (the "SEC") on April 26, 1995 (the
"Schedule 13D") as amended by Amendments No. 1 and No. 2 filed
with the SEC on May 5 and May 15, 1995, respectively, on
behalf of New Valley Corporation ("New Valley"), BGLS Inc.,
Brooke Group Ltd., Bennett S. LeBow, Canyon Partners
Incorporated, CPI Securities, L.P. ("CPIs"), Canpartners
Incorporated, Mitchell R. Julis, R. Christian B. Evensen and
Joshua S. Friedman in connection with the common stock, par
value $0.10 per share ("Common Stock") of Showbiz Pizza Time,
Inc., a Kansas corporation (the "Company") is hereby amended
as follows (unless otherwise defined, all capitalized terms
used herein shall have the meanings set forth in the Schedule
13D).
Item 4 is hereby amended to add the
following:
ITEM 4. Purpose of Transaction
On May 15, 1995, Sidley & Austin,on behalf of Mr. Julis,
sent a letter to the Company (a copy of which is attached as
exhibit E and incorporated herein by reference) enclosing a
Demand for Inspection of Stock Register and authorizing David
McAtee Esq to conduct such inspection. Also on May 15, 1995,
Sidley & Austin,on behalf of CPIS, sent another letter to the
Company (a copy of which is attached as exhibit F and
incorporated herein by reference) enclosing a Request for List
of Security Holders or Mailing of Solicitation Materials.
The Reporting Persons have decided not to rely on Rule
14a- 2 (b)2 under the Exchange Act in connection with seeking
the election of Mr. Friedman as a director of the Company.
Accordingly, on May 22, 1995, the Reporting Persons filed
preliminary proxy materials ("Proxy Materials") with the SEC
(a copy of which are attached as Exhibit G and incorporated
herein by reference). The Reporting Persons have retained
D.F. King & Co., Inc. to assist them in soliciting proxies for
the election of Mr. Friedman.
Item 7 is hereby amended to add the following:
ITEM 7. Materials To Be Filed As Exhibits
Exhibit E. Letter to the Company, dated May 15, 1995.
Exhibit F. Letter to the Company, dated May 15, 1995.
Exhibit G. Preliminary Proxy Materials filed with SEC.
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SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth
in this statement is true, complete and correct.
Dated: May 22, 1995
NEW VALLEY CORPORATION
By:/s/ Gerald E. Sauter
Name: Gerald E. Sauter
Title: Chief Financial Officer
NEW VALLEY HOLDINGS, INC.
By: /s/ Gerald E. Sauter
Name: Gerald E. Sauter
Title: Chief Financial Officer
BGLS INC.
By: /s/ Gerald E. Sauter
Name: Gerald E. Sauter
Title: Chief Financial Officer
BROOKE GROUP LTD.
By: /s/ Gerald E. Sauter
Name: Gerald E. Sauter
Title: Chief Financial Officer
BENNETT S. LEBOW
By: /s/ Bennett S. Lebow
CANYON PARTNERS
INCORPORATED
By: /s/ R. Christian B. Evensen
Name: R. Christian B. Evensen
Title: President
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C.P.I. SECURITIES, L.P.
By: Canpartners Incorporated,
its General Partner
By: /s/ R. Christian B. Evensen
Name: R. Christian B. Evensen
Title: President
CANPARTNERS INCORPORATED
By: /s/ R. Christian B. Evensen
Name: R. Christian B. Evensen
Title: President
MITCHELL R. JULIS
/s/ Mitchell R. Julis
R. CHRISTIAN B. EVENSEN
/s/ R Christian B. Evensen
JOSHUA S. FRIEDMAN
/s/ Joshua S. Friedman
K. ROBERT TURNER
/s/ K. Robert Turner
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EXHIBIT E
FEDERAL EXPRESS
Showbiz Pizza Time, Inc.
P.O. Box 152077
4441 West Airport Freeway
Irving, Texas 75015
Re: Demand for Inspection of Stock Register
Ladies and Gentlemen:
This firm represents Mitchell R. Julis, an
individual and stockholder of record of 1,800 shares of the
common stock (the "Shares") of Showbiz Pizza Time, Inc. (the
"Company"). Mr. Julis is an affiliate of CPI Securities LP, a
California limited partnership, on whose behalf Cede & Co.
delivered a Stockholder's Notice of Nomination of Director
(the "Notice") to the Company on May 15, 1995.
In connection with such Notice and the
communication with security holders of the Company with
respect thereto, pursuant to Section 17-6510 of the Kansas
General Corporation Code, enclosed please find a Demand for
Inspection of Stock Register submitted by Mr. Julis along with
a Power of Attorney authorizing David McAtee, Esq. to conduct
such inspection and to make copies of the stock register.
Under separate cover, we are also submitting a Request for
List of Security Holders or Mailing of Solicitation Materials
pursuant to Rule 14a-7 of Regulation 14A of the Securities
Exchange Act of 1934, as amended.
Please contact the undersigned at your earliest
convenience, but not later than Tuesday, May 23, 1995, to set
up a time convenient for Mr. McAtee to inspect and copy the
Company's stock register.
We look forward to your response in connection
with the enclosed Demand.
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If you have any questions, please call the
undersigned at 213/896-6013.
Very truly yours,
/s/ Gary J. Cohen
Gary J. Cohen
cc: Mitchell R. Julis
CPI Securities LP
Joseph J. Guinta, Esq.
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DEMAND FOR INSPECTION OF STOCK REGISTER
To: The Secretary of Showbiz Pizza Time, Inc.
On May 15, 1995, Cede & Co., the nominee of The
Depository Trust Company, as record holder of 15,800 shares of
the common stock (the "Shares") of Showbiz Pizza Time, Inc.
(the "Company"), at the request of Bear, Stearns Securities
Corp. on behalf of CPI Securities LP, a California limited
partnership ("CPI"), the beneficial owner, delivered to you a
Stockholder's Notice of Nomination of Director (the "Notice")
nominating Joshua S. Friedman for election as a director of
the Company at the upcoming annual meeting of the Company to
be held on June 8, 1995. The undersigned, Mitchell R. Julis,
is an affiliate of CPI and a record holder of 1,800 shares of
the Company's common stock.
The undersigned hereby demands, pursuant to
Section 17-6510 of the Kansas General Corporation Code, the
right to inspect and copy the Company's common stock register
on or before Tuesday, May 23, 1995 to enable the undersigned
to communicate with other holders of common stock on the
matter contemplated in the Notice.
Enclosed herewith please find a Power of Attorney
authorizing David McAtee, Esq. to act in the undersigned's
name, place and stead in connection with the inspection and
copying of such stock register.
Pursuant to the requirements of Section 17-6510,
this request has been signed below under penalty of perjury by
the undersigned.
Dated: May 15, 1995
/s/ Mitchell R. Julis
Mitchell R. Julis
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Recording requested by and
when recorded return to:
__________________________________________________
____________
KNOW ALL MEN BY THESE PRESENTS: That I, Mitchell
R. Julis, the undersigned (jointly and severally if more than
one, hereinafter collectively "principal"), hereby make,
constitute and appoint David McAtee, Esq. principal's true and
lawful attorney to act for principal and in principal's name,
place and stead for principal's use and benefit with respect
to the inspection and copying of the stock register of Showbiz
Pizza Time, Inc., a Kansas corporation.
Principal hereby grants to said attorney in fact
full power and authority to do and perform each and every act
and thing which may be necessary, or convenient, in connection
with any of the foregoing, as fully, to all intents and
purposes, as principal might or could do if personally
present, hereby ratifying and confirming all that our said
attorney in fact shall lawfully do or cause to be done by
authority hereof.
Whenever the context so requires, the singular
number includes the plural.
WITNESS may hand this 15th day of May, 1995.
/s/ Mitchell R. Julis
Mitchell R. Julis
STATE OF CALIFORNIA )
SS.
COUNTY OF LOS ANGELES )
On May 15, 1995, before me, personally appeared
Mitchell R. Julis, personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person whose
name is subscribed to the within instrument and acknowledged
to me that he executed the same in his authorized capacity,
and that by his signature on the instrument the person, or the
entity upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official seal.
/s/ Carla Young
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EXHIBIT F
FEDERAL EXPRESS
Showbiz Pizza Time, Inc.
P.O. Box 152077
4441 West Airport Freeway
Irving, Texas 75015
Re: Request for List of Security Holders or
Mailing of Solicitation
Materials
Ladies and Gentlemen:
This firm represents CPI Securities LP, a
California limited partnership ("CPI"), and its affiliates.
As you are aware, on May 15, 1995, Cede & Co., the nominee of
The Depository Trust Company, as record holder of 15,800
shares of the common stock (the "Shares") of Showbiz Pizza
Time, Inc. (the "Company"), at the request of Bear, Stearns
Securities Corp. on behalf of CPI, the beneficial owner,
delivered to you a Stockholder's Notice of Nomination of
Director (the "Notice") nominating Joshua S. Friedman for
election as a director of the Company at the upcoming annual
meeting of the Company to be held on June 8, 1995.
In connection with such Notice, pursuant to Rule
14a-7 of Regulation 14A of the Securities Exchange Act of
1934, as amended (the "Proxy Rules"), enclosed herewith please
find a Request for List of Security Holders or Mailing of
Solicitation Materials (the "Request") executed by CPI, as
beneficial owner of the Shares. By separate cover, we are
also submitting a Request for Inspection of Stock Ledger under
Section 17-6510 of the Kansas General Corporation Code.
Pursuant to Rule 14a-7, the Company has the option of
delivering a list of its security holders holding the same
class of its securities as the requesting stockholder or
notifying such stockholder that it has elected to mail such
stockholder's solicitation material within five (5) business
days
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of receipt of the Request. If the Company elects to mail the
solicitation material, the above notification must include a
statement of the approximate number of record and beneficial
holders, separated by type of holder and class, owning
securities in the same class as the requesting stockholder and
an estimated cost of mailing a proxy statement, form of proxy
or other communication to its security holders, including to
the extent known or reasonably available, the estimated costs
of any bank, broker and similar person through whom the
registrant has or intends to solicit beneficial owners in
connection with the security holder meeting. Such
stockholder's solicitation material must be mailed to the
security holders with "reasonable promptness" after tender by
the stockholder of the material to be mailed, envelopes or
other containers therefor, postage or payment for postage and
other reasonable expenses of effecting such mailing.
We look forward to your response in connection
with the enclosed Request.
If you have any questions, please call the
undersigned at 213/896-6013.
Very truly yours,
/s/ Gary J. Cohen
Gary J. Cohen
cc: CPI Securities LP
Joseph J. Guinta, Esq.
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REQUEST FOR LIST OF SECURITY HOLDERS
OR MAILING OF SOLICITATION MATERIALS
To: The Secretary of Showbiz Pizza Time, Inc.
On May 15, 1995, Cede & Co., the nominee of The
Depository Trust Company, as record holder of 15,800 shares of
the common stock (the "Shares") of Showbiz Pizza Time, Inc.
(the "Company"), at the request of Bear, Stearns Securities
Corp. on behalf of CPI Securities LP, a California limited
partnership ("CPI"), the beneficial owner, delivered to you a
Stockholder's Notice of Nomination of Director (the "Notice")
nominating Joshua S. Friedman for election as a director of
the Company at the upcoming annual meeting of the Company to
be held on June 8, 1995.
In connection with such Notice, CPI hereby
requests, pursuant to Rule 14a-7 of Regulation 14A of the
Securities exchange Act of 1934, as amended, that the Company
provide to CPI within five (5) business days (i) a current
list of the names, addresses and security positions of the
record holders, including banks, brokers and similar entities,
and beneficial owners of common stock of the Company or
(ii) notification of the Company's election to mail copies of
a proxy statement, form of proxy and other soliciting material
prepared by CPI.
As evidence of CPI's beneficial ownership of the
Shares, CPI respectfully refers the Company to the Schedule
13D dated April 26, 1995 and filed with the Securities and
Exchange Commission, as amended, a copy of which you have
previously received.
CPI represents that it shall neither use any
information regarding its security holders provided by the
Company for any purpose other than to communicate with or
solicit such security holders with respect to the June 8, 1995
meeting nor disclose such information to any person other than
an employee or agent to the extent necessary to effectuate
such communication or solicitation. CPI shall return the
information provided
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and shall not retain any copies thereof or of any information
derived therefrom after the termination of the solicitation.
Dated: May 12, 1995 CPI Securities LP, a
California limited partnership
By: Canpartners Incorporated, a
California corporation, its
General Partner
By:/s/ Joshua S. Friedman
Joshua S. Friedman, Vice President
and Secretary
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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant []
Filed by a party other than the registrant [x]
Check the appropriate box:
[x] Preliminary proxy statement
[] Definitive proxy statement
[] Definitive additional materials
[x] Soliciting material pursuant to Rule 14a-11(c) or
Rule 14a-12
Showbiz Pizza Time, Inc. _
(Name of Registrant as Specified in Its Charter)
Showbiz Pizza Independent Stockholders Committee
(Name of Person Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-
6(i)(1), or 14a-6(j)(2).
[x] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which
transaction applies:
Not applicable.
_
(2) Aggregate number of securities to which
transactions applies:
Not applicable.
_
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11:
Not applicable.
(4) Proposed maximum aggregate value of transaction:
Not applicable.
[] Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
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Not applicable.
_
(2) Form, schedule or registration statement no.:
Not applicable.
_
(3) Filing party:
Not applicable.
_
(4) Date filed:
Not applicable.
_
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SHOWBIZ PIZZA INDEPENDENT STOCKHOLDERS COMMITTEE
9665 WILSHIRE BOULEVARD
SUITE 200
BEVERLY HILLS, CALIFORNIA 90212
PRELIMINARY PROXY STATEMENT OF THE
SHOWBIZ PIZZA INDEPENDENT STOCKHOLDERS COMMITTEE
FORMED TO ELECT JOSHUA S. FRIEDMAN TO THE BOARD OF DIRECTORS
SHOWBIZ PIZZA TIME, INC.
1995 Annual Meeting of Stockholders
Scheduled for June 8, 1995
TO ALL COMMON STOCKHOLDERS OF SHOWBIZ PIZZA TIME, INC.:
This Proxy Statement is being furnished to holders of
the Common Stock (the "Common Stock"), par value $.10, of
Showbiz Pizza Time, Inc., a Kansas corporation (the
"Company"), in connection with the solicitation of proxies by
the Showbiz Pizza Independent Stockholders Committee (the
"Committee") for use in connection with the Company's Annual
Meeting scheduled to be held at the Company's Chuck E.
Cheese's restaurant located at 7935 Grapevine Highway, North
Richland Hills, Texas, on Thursday, June 8, 1995, at 9:00 a.m.
and at any adjournments thereof.
The Committee, which contains members owning an
aggregate of 780,619 shares of Common Stock of the Company,
constituting approximately 6.4% of the outstanding Common
Stock entitled to vote at the Annual Meeting, is seeking your
support to elect Joshua S. Friedman to fill one of the three
seats of the Company's classified Board of Directors-+ that
will be up for election at the 1995 Annual Meeting. The
Committee recommends a vote in favor of Mr. Friedman as a
director.
Proxies, in the form enclosed, will be voted at the
Annual Meeting, if properly executed, returned to D.F. King &
Co., Inc. (the firm retained by the Committee to collect and
tabulate proxies) prior to the Annual Meeting and not revoked.
The Committee has selected David R. McAtee, Esq. to act as
proxyholder.
Cumulative voting for directors will be in effect at the
Annual Meeting. Cumulative voting means that each stockholder
will be entitled to cast, distributed among any one or more
nominees, total votes equal to the number of shares of Common
Stock held of record by such stockholder multiplied by the
number of directors (3) to be elected. Each stockholder will
be able to cast all of such votes for a single nominee, or to
distribute them among any two or more nominees, as such
stockholder determines. For a stockholder to distribute his
votes on a cumulative basis by proxy, such stockholder must
indicate the manner of distribution of such votes in the space
provided on the proxy. Unless the manner of distribution is
designated thereon, shares represented by BLUE proxy cards
delivered to the Committee will be voted cumulatively in the
discretion of the person named as proxy in the Proxy Card in
favor of Mr. Friedman as a director. The Committee urges
stockholders not to direct how their votes shall be
distributed but, instead, to allow the named proxy of the
Committee to cumulate the votes in his discretion.
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SHARES REPRESENTED BY A VALID UNREVOKED BLUE PROXY CARD
WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE,
SHARES REPRESENTED BY A BLUE PROXY CARD WILL BE VOTED FOR THE
ELECTION OF THE COMMITTEE'S NOMINEE AS DIRECTOR OF THE COMPANY
AND WILL BE VOTED IN THE DISCRETION OF THE PERSON NAMED
THEREIN ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE
MEETING. PROXIES MAY BE REVOKED AT ANY TIME PROVIDED THAT A
WRITTEN REVOCATION WHICH CLEARLY IDENTIFIES THE PROXY BEING
REVOKED IS EXECUTED AND DELIVERED TO THE COMMITTEE, C/O D.F.
KING & CO, INC., 77 WATER STREET, NEW YORK, NEW YORK 10005, OR
TO THE SECRETARY OF THE COMPANY AT SHOWBIZ PIZZA TIME, INC.,
4441 WEST AIRPORT FREEWAY, IRVING, TEXAS 75062. A LATER DATED
PROXY AUTOMATICALLY REVOKES AN EARLIER DATED ONE. YOU MAY
ALSO REVOKE ANY PROXY GIVEN BY ATTENDING THE ANNUAL MEETING
AND VOTING YOUR SHARES OF COMMON STOCK.
This Proxy Statement and BLUE Proxy Card are first being
sent to Common Stockholders on or about May [__], 1995.
The expense of preparing, printing and mailing this
Proxy Statement and the proxies solicited hereby, in addition
to any other costs associated with the solicitation of proxies
hereunder, will be borne by New Valley Corporation, a member
of the Committee. It is estimated that the total cost of
solicitations will not exceed $75,000 and, to date (May [__],
1995), expenditures have totaled approximately $[30,000]. New
Valley Corporation may seek reimbursement of its expenses
relating to the solicitation of proxies from the Company;
however, New Valley Corporation does not intend to submit the
question of reimbursement to a vote of the Company's security
holders.
In addition to the use of the mails, proxies may be
solicited by officers, directors, regular employees and agents
of the Committee, without extra remuneration, by personal
interviews, telephone, telegraph or otherwise. The Committee
will also request brokerage firms, nominees, custodians and
fiduciaries to forward proxy materials to the beneficial
owners of shares held of record and will reimburse such
persons for their reasonable out-of-pocket expenses.
IMPORTANT
Carefully review this Proxy Statement and the enclosed
materials. YOUR PROXY IS IMPORTANT. No matter how many or
how few shares you own, please vote FOR the Committee's
nominee, by so indicating and by signing, dating and mailing
the enclosed BLUE Proxy Card promptly. You CANNOT use the
Company's WHITE Proxy Card to vote for the Committee's
nominee.
IF YOU HAVE ALREADY MAILED THE WHITE PROXY CARD SUPPLIED
TO YOU BY THE COMPANY'S BOARD OF DIRECTORS, YOU HAVE EVERY
RIGHT TO CHANGE YOUR VOTE BY SIGNING, DATING AND RETURNING THE
ENCLOSED BLUE PROXY CARD IN THE ENCLOSED ENVELOPE. Remember,
your latest dated proxy determines your vote at the Annual
Meeting.
If you own your shares in the name of a brokerage firm,
bank nominee or other institution, only they can vote your
shares of Common Stock. Accordingly, you should contact the
person responsible for your account and
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give instructions with respect to the granting of proxies.
Your broker cannot vote your shares unless he or she receives
your specific instructions.
IF YOU HAVE ANY QUESTIONS OR HAVE ANY DIFFICULTY
GRANTING PROXIES, YOU ARE INVITED TO CONTACT JOSHUA S.
FRIEDMAN COLLECT AT (213) 247-2700 OR D.F. KING & CO., INC.
TOLL FREE AT (800) 669-5500.
MEMBERS OF THE COMMITTEE
As of the date hereof, the members of the Committee are
New Valley Corporation ("New Valley"), New Valley Holdings,
Inc. ("N.V. Holdings"), BGLS Inc. ("BGLS"), Brooke Group Ltd.
("BGL"), Bennett S. LeBow, Canyon Partners Incorporated
("CPI"), CPI Securities, LP ("CPIS"), Canpartners Incorporated
("Canpartners"), Mitchell R. Julis, R. Christian B. Evensen,
Joshua S. Friedman and K. Robert Turner. See "Background of
Committee Members" for a description of the principal business
of each member of the Committee.
REASONS FOR AND BACKGROUND TO THE SOLICITATION
The Committee believes that the Company has significant
growth potential which is not being realized. The Committee
agrees with the Company's announced strategy to refurbish its
facilities, and believes that Mr. Friedman's fresh and
independent view of the Company's business and his ideas
concerning its possible financing alternatives will make a
significant contribution to completeing this strategy
expeditiously. The Committee believes that Mr. Friedman is
committed to the principle that directors should act primarily
to protect and promote the interests of stockholders, and that
he can work productively with the other members of the
Company's Board of Directors to this end. The Committee
believes that Mr. Friedman's business background and
experience makes him particularly well suited to aid the
Company in increasing stockholder value.
On April 26, 1995, the present members of the Committee
filed a Statement on Schedule 13D (the "Schedule 13D") with
the Securities and Exchange Commission (the "Commission")
stating that they had acquired in excess of 5% of the Common
Stock of the Company - see "Securities and Exchange Commssion
Filings". On that date, a member of the Committee contacted
the Company to seek a meeting to discuss the Committee
members' investment in the Company and to explore with the
Company possible financing alternatives. In response,
Richard M. Frank, Chairman and Chief Executive Officer of the
Company sent a letter to Howard M. Lorber, President and Chief
Operating Officer of New Valley, stating that "While we
appreciate your interest, please be advised that the Company
intends to continue to pursue its business and financing plans
and strategy, and therefore is not interested in discussions
with you at this time." On May 4, 1995, Mr. Lorber replied to
Mr. Frank, urging him to reconsider his refusal to meet and
requesting that a meeting be scheduled as soon as possible.
On May 5, 1995, Mr. Frank sent a letter to Mr. Lorber stating
that "to the extent that you have a specific financing
proposal you would like us to consider, we suggest that you
submit it to us in writing." The Schedule 13D was amended to
reflect these contacts with the Company.
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Only after these attempts to meet with the Company were
rejected did the Committee determine to nominate a director
for election at the Company's Annual Meeting.
On May 15, 1995, CPIS through its nominee Cede & Co. as
a stockholder of record on May 1 and May 15, 1995, notified
the Company in writing of its nomination of Mr. Friedman for
election as a director of the Company at the forthcoming
meeting of stockholders and requested a list of stockholders
from the Company under the federal proxy rules and under
Kansas law. As of May 22, 1995, no response has been received
from the Company.
OUTSTANDING CAPITAL STOCK
According to the Company's Proxy Statement (as
hereinafter defined),(i) the record date for stockholders
entitled to notice of, and to vote at, the Annual Meeting is
May 1, 1995 (the "Record Date"),(ii) at the close of business
on the Record Date, the Company had outstanding 12,275,177
shares of Common Stock and 49,750 shares of Class A Preferred
Stock, $60 par value and (iii) no other class of securities of
the Company is entitled to notice of, or to vote at, the
Annual Meeting of stockholders.
ACTION TO BE TAKEN AT THE ANNUAL MEETING
The accompanying proxy, unless the stockholder otherwise
specifies in the proxy, will be voted:
1. For the election of Joshua S. Friedman as a Class
I director to serve for a term of three years and until his
successor shall be elected and qualified or until his earlier
resignation or removal;
2. As directed with respect to the Company's
Proposals 2 and 3; and
3. In the discretion of the proxyholder as to the
transaction of such other business as may properly come before
the Annual Meeting.
Where stockholders have appropriately specified how
their proxies are to be voted, they will be voted accordingly.
The Committee takes no position with respect to the Company's
Proposals 2 and 3 and the proxyholder will abstain from voting
on such Proposals in the absence of stockholder instruction.
If any other matter or business is brought before the Annual
Meeting, the proxyholder may vote the proxies in his
discretion. The Committee is not presently aware of any other
matters or business to be brought before the Annual Meeting.
As indicated above,the proxyholder intends to cumulate
all votes received for the election of Mr. Friedman.
COMPANY'S PROXY STATEMENT
The Company has previously furnished to holders of its
Common Stock a proxy statement dated May 4, 1995 with respect
to the Annual Meeting (the "Company's Proxy Statement").
Please refer to such proxy statement with respect to
information regarding the Company, its quorum and voting
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procedures, revocation of Company proxies, Proposals 2 and 3
with respect to the 1988 Option Plan and Formula Stock Option
Plan and any other general
information omitted herein. Information regarding the
Committee and the nominee for director is included herewith.
21
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The terms of the three current Class I directors expire
at the Annual Meeting of stockholders in 1995. CPIS has
nominated for election at the Annual Meeting one Class I
director to serve for a term of three years. The nominee has
expressed his intention to serve the entire term for which
election is sought.
Directors will be elected by cumulative voting. To be
elected as a director, a candidate must be among the three
candidates who receive the most votes out of all votes cast at
the Annual Meeting for the election of directors. See "Quorum
and Voting" in the Company's Proxy Statement.
Information Concerning Nominee for Director
JOSHUA S. FRIEDMAN, age 39, is a founding director and
officer of Canyon Partners Incorporated, a California
corporation, positions he has held since 1990, and holds
similar positions or limited partnership interests in its
subsidiaries and affiliates. Mr. Friedman is in charge of
CPI's merchant banking and direct investment activities.
Prior to the formation of CPI, Mr. Friedman was an Executive
Vice President and Co-Director of the Capital Markets Services
Group of Drexel Burnham Lambert, where he was responsible for
structuring transactions that were marketed in the High Yield
Bond and Private Placement Departments. Prior to 1984, he
worked in the Mergers & Acquisitions Department of Goldman,
Sachs & Company in New York. Mr. Friedman is a graduate of
Harvard College (B.A., summa cum laude, Physics), Oxford
University (M.A., honors, Politics and Economics), Harvard Law
School (J.D., magna cum laude) and Harvard Business School
(M.B.A., Baker Scholar). Mr. Friedman currently holds no
position as either a director or officer of the Company, nor
is he a director of any other public company.
THE COMMITTEE UNANIMOUSLY RECOMMENDS
A VOTE "FOR" THE NAMED NOMINEE
SECURITY OWNERSHIP OF MEMBERS OF THE COMMITTEE
The following table sets forth, as of the date of this
Proxy Statement, certain information regarding the beneficial
ownership of the Company's Common Stock by the current members
of the Committee:
Percent of
Common Common
Beneficial Owner Stock Owned Stock Owned
New Valley Corporation(1)(2) 780,619 6.4%
New Valley Holdings, Inc.(1)(2)(3) 780,619 6.4%
BGLS Inc.(1)(2)(4) 780,619 6.4%
Brooke Group Ltd.(1)(2)(5) 780,619 6.4%
Bennett S. LeBow(1)(2)(6) 780,619 6.4%
Canyon Partners Incorporated(1)(7)(8) 780,619 6.4%
22
<PAGE>
CPI Securities, LP(1)(8) 780,619 6.4%
Canpartners Incorporated(1)(8)(9) 780,619 6.4%
Mitchell R. Julis(1)(8)(10) 780,619 6.4%
R. Christian B. Evensen(1)(8)(11) 780,619 6.4%
Joshua S. Friedman(1)(8)(12) 780,619 6.4%
K. Robert Turner(1)(13) 780,619 6.4%
_______________________
(1) The current members of the Committee collectively may be
deemed to be a group beneficially owning, in the
aggregate, 780,619 shares of Common Stock (the "Shares")
or approximately 6.4% of the outstanding shares of the
Common Stock within the meaning of Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended (the
"Act"). Except as set forth herein, none of the current
members of the Committee has voting or dispositive power
over another member's shares of Common Stock. No
persons other than New Valley, CPIS, Mr. Julis, Mr.
Evensen and Mr. Turner have the right to receive or
power to direct the receipt of dividends from, or the
proceeds from the sale of, the Shares.
(2) New Valley is a New York corporation in which N.V.
Holdings holds approximately 42% of the common stock and
approximately 49.76% of the Class A Preferred Stock and
in which BGLS holds approximately 1.82% of the Class B
Preferred Stock and approximately 0.2% of the common
stock. New Valley has acquired 761,519 shares of the
Common Stock of the Company and exercises both voting
power and dispositive power over such Common Stock.
Bennett S. Lebow holds a controlling interest in BGL,
which in turn controls BGLS, which in turn controls N.V.
Holdings, which in turn controls New Valley. Therefore,
each of these Participants may be deemed to exercise
both voting power and dispositive power with respect to
such shares of the Common Stock. New Valley's business
address is 100 S.E. Second Street, Miami, Florida 33131.
(3) N.V. Holdings, a Delaware corporation, is a wholly-owned
subsidiary of BGLS. N.V. Holdings' business address is
204 Plaza Centre, 3505 Silverside Road, Wilmington,
Delaware 19810.
(4) BGLS is a Delaware corporation and wholly-owned
subsidiary of BGL. BGLS' business address is 100 S.E.
Second Street, Miami, Florida 33131.
(5) BGL is a Delaware corporation, in which Bennett S. LeBow
is the direct or indirect owner of 57.9% of its common
stock. BGL's business address is 100 S.E. Second
Street, Miami, Florida 33131.
(6) Bennett S. LeBow's business address is 100 S.E. Second
Street, Miami, Florida 33131. Mr. LeBow is the direct
or indirect owner of 57.9% of the common stock of BGL.
(7) CPI is a California corporation 100% owned by CPIS.
CPI's business address is 9665 Wilshire Boulevard, Suite
200, Beverly Hills, California 90212.
23
<PAGE>
(8) CPIS is a California limited partnership, the general
partner of which is Canpartners. CPIS exercises both
voting power and dispositive power with respect to the
15,800 shares of Common Stock it has acquired, and since
CPIS is controlled by Canpartners, Canpartners exercises
both voting and dispositive power with respect to such
shares. Canpartners is, in turn, owned and controlled
equally by Messrs. Evensen, Friedman, and Julis and each
of these Participants therefore exercises both voting
and dispositive power with respect to the said 15,800
shares of Common Stock. CPIS' business address is 9665
Wilshire Boulevard, Suite 200, Beverly Hills, California
90212.
(9) Canpartners is a California corporation, the capital
stock of which is owned one-third each by Mitchell R.
Julis, R. Christian B. Evensen and Joshua S. Friedman.
Canpartners' business address is 9665 Wilshire
Boulevard, Suite 200, Beverly Hills, California 90212.
(10) Mr. Julis possesses both sole voting and sole
dispositive power with respect to the 1,800 shares of
Common Stock acquired by him from 1989 through 1992.
His business address is 9665 Wilshire Boulevard, Suite
200, Beverly Hills, California 90212.
(11) Mr. Evensen possesses both sole voting and sole
dispositive power with respect to the 1,000 shares of
Common Stock acquired by him in 1993. His business
address is 9665 Wilshire Boulevard, Suite 200, Beverly
Hills, California 90212.
(12) Mr. Friedman's business address is 9665 Wilshire
Boulevard, Suite 200, Beverly Hills, California 90212.
Mr. Friedman owns no shares of Common Stock of the
Company.
(13) Mr. Turner possesses both sole voting and sole
dispositive power with respect to the 500 shares of
Common Stock acquired by him in 1993. His business
address is 9665 Wilshire Boulevard, Suite 200, Beverly
Hills, California 90212.
Background of Committee Members
On January 18, 1995, New Valley emerged from bankruptcy
reorganization proceedings and completed substantially all
distributions to creditors under its First Amended Joint
Chapter 11 Plan of Reorganization, as amended (the "Plan").
Pursuant to the Plan, New Valley sold to First Financial
Management Corporation ("FFMC") the assets and operations with
which it provided domestic and international money transfer
services, bill payment services, telephone cards, money orders
and bank card services. New Valley is currently engaged in
the business of operating its messaging services business
which FFMC has an option to buy and New Valley has an option
to sell to FFMC. As its principal business, New Valley plans
to acquire operating businesses through merger, purchase of
assets, stock acquisition or other means, or to acquire
control of operating companies through one of such means, with
the purpose of primarily being in a business or businesses
other than that of investing, reinvesting, owning, holding or
trading securities within a time frame and in a manner such
that it will not be required to register under the Investment
Company Act of
24
<PAGE>
1940. In the interim, New Valley intends to invest its liquid
assets consistent with preservation of the value thereof.
BGL, through its subsidiaries, is primarily involved in
the manufacture and sale of cigarettes. BGLS is a holding
company for various businesses of BGL, including N.V. Holdings
which is the immediate holding company of New Valley. Mr.
LeBow is the Chairman of the Board, President and Chief
Executive Officer of BGL and N.V. Holdings, Chairman of the
Board and President of BGLS and Chairman of the Board and
Chief Executive Officer of New Valley and holds various
positions with BGL's subsidiary companies.
Canpartners, through its subsidiaries and affiliates,
including CPIS and CPI, is primarily involved in trading
securities for its own account and the account of others and
in investment advisory and investment banking services. Mr.
Evensen, a founding director and officer of each of
Canpartners and CPI, holds limited partnership interests in
CPIS and holds similar positions or limited partnership
interests in affiliates of Canpartners. Mr. Friedman, a
founding director and officer of each of Canpartners and CPI,
holds limited partnership interests in CPIS and holds similar
positions or limited partnership interests in affiliates of
Canpartners. Mr. Julis, a founding director and officer of
each of Canpartners and CPI, holds limited partnership
interests in CPIS and holds similar positions or limited
partnership interests in affiliates of Canpartners. Mr.
Turner is a founding shareholder of Canpartners Realty
Incorporated, a California corporation, and an affiliate of
Canpartners, along with Messrs. Evensen, Julis and Friedman.
Each member of the Committee who is a natural person is
a citizen of the United States of America.
Transaction in Company Securities by Committee Members
The following chart sets forth each purchase of the
Company's securities during the past two years by the current
members of the Committee (no sales have been made by such
members during such period):
Participant Trade Date Quantity
Mr. Evensen 9/16/93 1,000
CPIS 9/16/93 1,000
CPIS 9/16/93 6,000
CPIS 9/17/93 1,000
Mr. Turner 9/24/93 500
CPIS 10/14/93 300
CPIS 10/18/93 4,000
CPIS 10/18/93 1,000
CPIS 7/25/94 2,500
New Valley 3/27/95 20,000
New Valley 3/29/95 5,000
New Valley 3/30/95 12,000
New Valley 3/31/95 30,000
New Valley 4/5/95 5,000
New Valley 4/6/95 5,000
New Valley 4/7/95 7,500
25
<PAGE>
New Valley 4/10/95 2,500
New Valley 4/11/95 11,500
New Valley 4/12/95 50,000
New Valley 4/13/95 150,000
New Valley 4/13/95 100,000
New Valley 4/13/95 175,000
New Valley 4/17/95 188,000
Contracts, Arrangements, Understandings or Relationships with
Respect to the Company and/or its Securities.
On March 15, 1995, New Valley entered into an agreement
with CPI (a copy of which is on file with the Commission as
Exhibit D to the Schedule 13D)in which New Valley agreed to,
among other things, retain CPI as its exclusive financial
advisor in connection with New Valley's consideration of a
possible investment in the Company. In compensation for
services rendered and to be rendered under such agreement, New
Valley agreed to pay CPI certain fees specified therein.
Except as described herein, no member of the Committee
or any associates of the foregoing (i) has engaged in or has a
direct or indirect interest in any transaction or series of
transactions since the beginning of the Company's last fiscal
year, or in any currently proposed transaction, to which the
Company or any of its subsidiaries is a party where the amount
involved was in excess of $60,000, (ii) owns beneficially any
securities of the Company, (iii) borrowed any funds for the
purpose of acquiring or holding any securities of the Company,
or is presently, or has been within the past year, a party to
any contract, arrangement or understanding with any person
with respect to any securities of the Company, (iv) is the
beneficial or record owner of any securities of the Company,
(iv) is the beneficial or record owner of any securities of
the Company or any parent or subsidiary thereof, (v) has,
during the past ten years, been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors), (vi) is a party, or has a material interest,
adverse to the Company or any of its subsidiaries in any
material proceedings, or (vii) has any arrangement or
understanding with respect to any future employment by the
Company or its affiliates.
SECURITIES AND EXCHANGE COMMISSION FILINGS
Statements on the Schedule 13D have been filed with the
Securities and Exchange Commission (the "Commission") on
behalf of the Committee and each of its current members. Such
Schedules, as amended from time to time, contain additional
information regarding the Committee and each of its members.
Additional Schedules 13D may be filed in the event that other
officers or employees of the Committee members participate in
the solicitation of proxies with respect hereto. Such
Schedules should be available for inspection and copying at
the principal offices of the Commission in Washington, D.C.
ADDITIONAL PROXY MATERIALS/MAILING ADDRESS
Additional copies of these proxy materials may be
obtained from, and completed proxies should be returned to:
26
<PAGE>
D.F. King & Co., Inc.
77 Water Street
New York, New York 10005
(212) 269-5550
(800) 669-5550
Respectfully submitted,
SHOWBIZ PIZZA INDEPENDENT
STOCKHOLDERS COMMITTEE
May [__], 1995
Los Angeles, California
STOCKHOLDERS ARE URGED TO COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED BLUE PROXY IN THE ENCLOSED ENVELOPE. A
PROMPT RESPONSE IS HELPFUL AND YOUR COOPERATION WILL BE
APPRECIATED.
27
<PAGE>
P
R
O
X
Y
SHOWBIZ PIZZA INDEPENDENT STOCKHOLDERS COMMITTEE
9665 Wilshire Boulevard
Suite 200
Beverly Hills, California 90212
THIS PROXY IS SOLICITED ON BEHALF OF THE
SHOWBIZ PIZZA INDEPENDENT STOCKHOLDERS COMMITTEE
The undersigned hereby appoints David R. McAtee as proxy, with full power of
substitution and revocation, and appoints him to represent and vote, as
designated on
the reverse side, all of the shares of Common Stock of Showbiz Pizza Time, Inc.
which
the undersigned is entitled to vote at the annual meeting of stockholders of
Showbiz
Pizza Time, Inc. to be held on June 8, 1995, or at any adjournment thereof.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED ENVELOPE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
SEE REVERSE
SIDE
28
<PAGE>
X
Please mark
votes as in
this example.
This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned stockholder.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1
AND TO ABSTAIN
FROM PROPOSALS 2 AND 3. The proxy will accumulate votes for
Proposal 1.
1. ELECTION OF DIRECTORS
Nominee: Joshua S. Friedman
For nominee Withheld from
nominee
Please sign exactly as name appears
above. When shares are held by
joint tenants, both should sign.
For
Against Abstain
2. Proposal to authorize an
increase in the number of
shares available for issuance
pursuant to the Company's
current 1988 Non-Statutory
Stock Option Plan.
For
Against Abstain
3. Proposal to adopt a Non-
Employee Directors Stock
Option Plan.
4. IN HIS DISCRETION, THE PROXY IS
AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
When signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If
a corporation, please sign in full
corporate name by president or
other authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
Signature:
___________________________________
________ Date: _________________
29
<PAGE>
Signature:
___________________________________
________ Date: _________________
Footnote continued from previous page
Footnote continued
Page 1 of 28 Pages
Showbiz Pizza Time, Inc.
May 15, 1995
Page 7
Page 7 of 28Pages
SIDLEY & AUSTIN
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
555 West Fifth Street
Los Angeles, California 90013-1010
Telephone: 213-896-6000
Facsimile: 213-896-6600
May 15, 1995
Page 6 of 28 Pages
Page 8 of 28 Pages
Page 9 of 28 Pages
Showbiz Pizza Time, Inc.
May 15, 1995
Page 11
Page 10 of 28 Pages
SIDLEY & AUSTIN
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
555 West Fifth Street
Los Angeles, California 90013-1010
Telephone: 213-896-6000
Facsimile: 213-896-6600
May 15, 1995
Page 14 of 28 Pages
Page 12 of 28 Pages
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EXHIBIT G
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M:\KIM\KIM95B94.URL
5/18/95
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M:\KIM\KIM95B94.URL
5/18/95
|FFNY03\EWANCH\NORMAL\0064854.01|
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M:\KIM\KIM95B94.URL
5/18/95
|FFNY03\EWANCH\NORMAL\0064854.01|
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