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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. 1 )*
SHOWBIZ PIZZA TIME, INC.
(Name of Issuer)
COMMON STOCK, $0.10 PAR VALUE
(Title of Class of Securities)
0008253881
(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 4, 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 6 Pages
<PAGE>
The Schedule 13D filed with the Securities and
Exchange Commission on April 26, 1995 (the "Schedule 13D") 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).
Item 4 is hereby amended to add the following:
ITEM 4. Purpose of Transaction
On April 28, 1995, 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 the following:
"Dear Mr. Lorber:
We have received a copy of your Schedule 13D which you
filed recently with the Securities and Exchange Commission
relating to the acquisition by New Valley Corporation of shares of
common stock of Showbiz Pizza Time, Inc. We also received your
telephone inquiry to Mike Magusiak requesting a meeting with
ShowBiz Management. 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 disucssions with you at this time."
On the evening of May 4, 1995, Mr. Lorber sent a
letter by overnight courier to Mr. Frank replying as follows:
"Dear Mr. Frank:
My associates and I were extremely disappointed to
receive your letter dated April 28, 1995 informing us that you
were not interested in having discussions with us at this time.
As you know, representatives of the Company had scheduled a
meeting with us for Monday, May 1st in Dallas.
As we stated in our Schedule 13D filed with the
Securities and Exchange Commission on April 26, 1995, we wish to
discuss with the Company's management our views regarding the
Company's long term financing arrangements and the possibility of
New Valley providing and/or participating in such financing. In
particular, we would like to explore with you a number of
possibilities which we believe will benefit the Company and
increase value for shareholders both in the near and long term.
Specifically, we
Page 2 of 6 Pages
<PAGE>
believe that New Valley can structure a financing which will
enable the Company to implement and complete expeditiously its
announced strategy to refurbish its facilities, which strategy we
agree is critical to maximizing shareholder value over the long
term. In addition, we believe that a financing could be
structured to incorporate a stock repurchase by the Company at a
premium to the current market price which should result in a
stronger stock price in the near term.
As you may know, New Valley is uniquely positioned to
assist the Company in meeting its financing requirements,
particularly as New Valley has access to a large cash pool and is
capable of acting quickly regarding the committment of its
capital. Under the circumstances, it is our view that New Valley
is in a position to provide financing that we believe would be on
terms which are more favorable to the Company than those available
from other sources. Most importantly, New Valley is a significant
shareholder in the Company and, accordingly, its interests are
aligned with those of all of your other shareholders.
We urge that you reconsider your refusal to meet with
us and schedule a meeting with us as soon as possible. We believe
that it is prudent for the Company to explore all viable financing
alternatives and that management should at least meet with us to
discuss our views in this regard.
We have been advised by counsel that we are required
to disclose this letter promptly by amending our Schedule 13D.
Please call me at (305) 579-8000 so that we can arrange a mutually
convenient time to meet."
Page 3 of 6 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 4, 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 4 of 6 Pages
<PAGE>
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 5 of 6 Pages
<PAGE>
JOSHUA S. FRIEDMAN
/s/ Joshua S. Friedman
K. ROBERT TURNER
/s/ K. Robert Turner
Page 6 of 6 Pages
