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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. 7 )*
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)
JULY 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 6
<PAGE>
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, 4, 5 and 6 filed with the SEC on behalf of New
Valley Corporation, 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
of Showbiz Pizza Time, Inc., a Kansas corporation 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 July 26, 1995, Joshua S. Friedman sent a letter addressed to
Richard M. Frank, Chairman and Chief Executive Office of the Company
stating the following:
"Dear Dick,
This letter constitutes my formal acceptance of my election
as a member of the Company's board of directors. Please place this
letter in the Company's minute book as required by paragraph 15 of
the Company's By-Laws.
I was personally disappointed to read the Showbiz Pizza Time,
Inc. (The "Company") press release last week. It is, to say the
least, unusual for a company to claim voting irregularities when
management generally won an election contest supervised by
management's own choice of election judges. As a new Company
director, I urge you and former director Magusiak to stop wasting
corporate assets in continuing challenges to the expressed will of
our shareholders. (I assume, but hope it is not true, that the
Company is paying for Mr. Magusiak's Challenge). As a Company
director, I am entitled to indemnification, with the result that
the Company will pay everyone's expenses in the Kansas lawsuit.
I noted with surprise that new financing was announced this
week. I do not see how this was accomplished without a board
meeting, and I hereby request copies of the relevant documents
pertaining to such financing. I trust that the financings have not
been finalized pending the Company's next board meeting (which I
plan to attend).
I strongly urge you to call that board meeting as soon as
possible. The Company may be operating without a properly
constituted board or committees and therefore lacks governance at
a time when significant corporate actions are being contemplated.
(I trust that you are not holding "informal" board meetings in an
attempt to exclude me from my proper position on the board, and if
you are such action is both improper and contrary to applicable
law.)
Page 2 of 6 Pages
<PAGE>
In order to properly carry out my responsibilities as a
director, and to prepare myself for the next board meeting, I would
like to be provided with copies of all of the financing proposals,
presentation packages, term sheets, and other material that has
been provided to board members in connection with what I understand
to be the Company's ongoing financing discussions and purported
financing agreement, including the last three board packages. The
Company can only be served by a well prepared and informed board,
and I believe it would help enable me to discharge my
responsibilities as a board member if I were provided immediately
with copies of such information.
I look forward to receiving this information from you this
week. I also look forward to working with you and the other board
members to enhance the Company's market position and profitability.
Finally, I am advised that this letter should be filed as a
part of the Independent Stockholders Committee's Form 13-D, and we
will be doing so this week."
Page 3 of 6 Pages
<PAGE>
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: JULY 27, 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
