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:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] 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).
[ ] $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:
$500
(2) Form, schedule or registration statement no.:
Preliminary Proxy Statement on Schedule 14A
<PAGE>
(3) Filing party:
Showbiz Pizza Independent Shareholders Committee
(4) Date filed:
May 26, 1995
<PAGE>
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
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
<PAGE>
delivered to the
Committee will be voted
cumulatively by the
person named as proxy in
the Proxy Card solely in
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.
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
- -2-
<PAGE>
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 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.
- -3-
<PAGE>
On April26, 1995,
the present members of
the Committee filed a
Statement on Schedule13D
(the "Schedule13D") 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, RichardM.
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 May4,
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 May5, 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 May15, 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
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)
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<PAGE>
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
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
- -5-
<PAGE>
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
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:
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<PAGE>
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 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.
- -7-
<PAGE>
(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.
- -8-
<PAGE>
(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
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<PAGE>
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
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
- -10-
<PAGE>
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
ExhibitD to the
Schedule13D)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.
- -12-
<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,
S
H
O
W
B
I
Z
P
I
Z
Z
A
I
N
D
E
P
E
N
D
E
N
T
S
T
O
C
K
H
O
L
D
E
R
S
C
O
M
M
I
T
T
E
E
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.
- -12-
<PAGE>
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>
[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
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:____________
Please sign exactly as name appears above. When shares are held
by joint tenants, both should sign.
(..continued)
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