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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.5)*
SHOWBIZ PIZZA TIME, INC.
(Name of Issuer)
COMMON STOCK, $0.10 PAR VALUE
(Title of Class of Securities)
0008253881309
(CUSIP Number)
ROBERT C. SCHWENKEL
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NY 10004
212-859-8167
GARY J. COHEN
SIDLEY & AUSTIN
555 WEST FIFTH STREET
SUITE 4000
LOS ANGELES, CA 90013-1010
213-896-6000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
MAY 26, 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.
*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).
Page 1 of 19 Pages
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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, 2, 3 and 4 filed with the SEC, on
behalf of New Valley Corporation ("New Valley"), BGLS Inc., Brooke
Group Ltd., Bennett S. LeBow, Canyon Partners Incorporated, CPI
Securities, L.P., 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).
(a)Item 4 is hereby amended to add the following:
ITEM 4. Purpose of Transaction
On May 26, 1995, the Reporting Persons filed definitive Proxy
Materials (a copy of which is attached as Exhibit I and
incorporated herein by reference) with the SEC.
(b) Item 7 is hereby amended to add the following:
ITEM 7. Materials to be filed as Exhibits
Exhibit I: Definitive Proxy Materials filed with the SEC
Page 2 of 19 Pages
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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 26, 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
Page 3 of 19 Pages
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BENNETT S. LEBOW
By:/s/ Bennett S. Lebow
CANYON PARTNERS INCORPORATED
By:/s/ R. Christian B. Evensen
Name: R. Christian B. Evensen
Title: President
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
Page 4 of 19 Pages
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JOSHUA S. FRIEDMAN
/s/ Joshua S. Friedman
K. ROBERT TURNER
/s/ K. Robert Turner
Page 5 of 19 Pages
<PAGE>
EXHIBIT I
SHOWBIZ PIZZA INDEPENDENT STOCKHOLDERS COMMITTEE
9665 WILSHIRE BOULEVARD
SUITE 200
BEVERLY HILLS, CALIFORNIA 90212
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
Page 6 of 19 Pages
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stockholder multiplied by three, the number of directors to be
elected. Each stockholder who elects to vote for Mr. Friedman
should do so by signing, dating and mailing the BLUE proxy card.
Shares represented by BLUE proxy cards delivered to the Committee
will be voted cumulatively by the person named as proxy in the
Proxy Card in solely favor of Mr. Friedman as a director and not
in favor of any of the Company's nominees.
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 26, 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 26, 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.
Page 7 of 19 Pages
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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 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 (310)
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 completing
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
Page 8 of 19 Pages
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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. The
Committee acquired these shares with a view towards influencing
certain material business decisions relating to the future of the
Company, including, in particular, decisions relating to debt
and/or equity financing of the Company - see "Securities and
Exchange Commission 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.
After these attempts to meet with the Company were rejected, the
Committee, in furtherance of its present intention to seek to
influence material business decisions relating to the future of
the Company, including, in particular, decisions relating to debt
and/or financing of the Company, determined 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. On May 22,
1995, the Company notified a representative of CPIS that, pursuant
to the provisions of Rule 14a-7 promulgated under the Securities
Exchange Act of 1934, the Company had elected to mail the
Committee's solicitation materials to the record holders of the
Company's voting securities. In addition, on May 23, 1995 the
Company agreed to make its stock register available to
representatives of the Committee for inspection and copying and it
has now been made available.
OUTSTANDING CAPITAL STOCK
Page 9 of 19 Pages
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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 Proposal to
authorize an increase in the number of shares available for
issuance pursuant to the Company's current 1988 Non-Statutory
Option Plan;
3. As directed with respect to the Company's Proposal to adopt a
Non-Employee Directors Stock Option Plan; and
4. 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. A vote to abstain on
Proposal 2 or 3 has the legal effect of a vote against such
Proposal. Withholding authority for the election of Mr. Friedman
will not prevent his election if a sufficient number of votes are
otherwise recceived. 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
Page 10 of 19 Pages
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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 procedures, revocation of Company
proxies, Proposals 2 and 3 with respect to the 1988 Option Plan
and Formula Stock Option Plan respectively and any other general
information omitted herein. Information regarding the Committee
and the nominee for director is included herewith.
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
Page 11 of 19 Pages
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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%
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
Page 12 of 19 Pages
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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.
(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.
Page 13 of 19 Pages
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(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 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
Page 14 of 19 Pages
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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
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
Page 15 of 19 Pages
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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.
Page 16 of 19 Pages
<PAGE>
ADDITIONAL PROXY MATERIALS/MAILING ADDRESS
Additional copies of these proxy materials may be obtained
from, and completed proxies should be returned to:
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 26, 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.
Page 17 of 19 Pages
<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
Page 18 of 19 Pages
<PAGE>
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: _________________
Signature: ______________________________ Date: _________________
Page 19 of 19 Pages
<PAGE>
Footnote continued from previous page
Footnote continued
