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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. )*
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)
APRIL 17, 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
[X]. (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 39 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 0008253881 Page 2 of 39 Pages
21
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NEW VALLEY CORPORATION
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION DO NOT TYPE IN THIS CELL
NEW YORK
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
761,519
8
SHARED VOTING POWER
9
SOLE DISPOSITIVE POWER
761,519
10
SHARED DISPOSITIVE POWER
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
780,619
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
14
TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 0008253881 Page 3 of 39 Pages
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NEW VALLEY HOLDINGS, INC.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
761,519
8
SHARED VOTING POWER
9
SOLE DISPOSITIVE POWER
761,519
10
SHARED DISPOSITIVE POWER
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
780,619
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
14
TYPE OF REPORTING PERSON*
CO; HC
<PAGE>
SCHEDULE 13D
CUSIP No. 0008253881 Page 4 of 39 Pages
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BGLS INC.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
761,519
8
SHARED VOTING POWER
9
SOLE DISPOSITIVE POWER
761,519
10
SHARED DISPOSITIVE POWER
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
780,619
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
14
TYPE OF REPORTING PERSON*
CO; HC
<PAGE>
SCHEDULE 13D
CUSIP No. 0008253881 Page 5 of 39 Pages
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BROOKE GROUP LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
761,519
8
SHARED VOTING POWER
9
SOLE DISPOSITIVE POWER
761,519
10
SHARED DISPOSITIVE POWER
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
780,619
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
14
TYPE OF REPORTING PERSON*
CO; HC
<PAGE>
SCHEDULE 13D
CUSIP No. 0008253881 Page 6 of 39 Pages
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BENNETT S. LEBOW
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
761,519
8
SHARED VOTING POWER
9
SOLE DISPOSITIVE POWER
761,519
10
SHARED DISPOSITIVE POWER
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
780,619
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
14
TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 0008253881 Page 7 of 39 Pages
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CANYON PARTNERS INCORPORATED
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
N/A
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
780,619
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
14
TYPE OF REPORTING PERSON*
CO; BD
<PAGE>
SCHEDULE 13D
CUSIP No. 0008253881 Page 8 of 39 Pages
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CPI SECURITIES, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
15,800
8
SHARED VOTING POWER
9
SOLE DISPOSITIVE POWER
15,800
10
SHARED DISPOSITIVE POWER
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
780,619
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
14
TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 0008253881 Page 9 of 39 Pages
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CANPARTNERS INCORPORATED
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
15,800
8
SHARED VOTING POWER
9
SOLE DISPOSITIVE POWER
15,800
10
SHARED DISPOSITIVE POWER
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
780,619
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
14
TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 0008253881 Page 10 of 39 Pages
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MITCHELL R. JULIS
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
PF; AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION DO NOT TYPE IN THIS CELL
UNITED STATES
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
17,600
8
SHARED VOTING POWER
9
SOLE DISPOSITIVE POWER
17,600
10
SHARED DISPOSITIVE POWER
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
780,619
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
14
TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 0008253881 Page 11 of 39 Pages
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
R. CHRISTIAN B. EVENSEN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
PF; AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
16,800
8
SHARED VOTING POWER
9
SOLE DISPOSITIVE POWER
16,800
10
SHARED DISPOSITIVE POWER
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
780,619
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
14
TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 0008253881 Page 12 of 39 Pages
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOSHUA S. FRIEDMAN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
15,800
8
SHARED VOTING POWER
9
SOLE DISPOSITIVE POWER
15,800
10
SHARED DISPOSITIVE POWER DO NOT TYPE IN THIS CELL
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
780,619
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
14
TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 0008253881 Page 13 of 39 Pages
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
K. ROBERT TURNER
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
500
8
SHARED VOTING POWER
9
SOLE DISPOSITIVE POWER
500
10
SHARED DISPOSITIVE POWER
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
780,619
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
14
TYPE OF REPORTING PERSON*
IN
<PAGE>
ITEM 1. Security and Issuer
This Schedule relates to the common stock, par value
$0.10 per share ("Common Stock") of Showbiz Pizza Time, Inc., a
Kansas corporation (the "Company"). The address of the principal
executive office of the Company is: 4441 West Airport Freeway,
P.O. Box 152077, Irving, Texas 75015, (214) 258-8507.
ITEM 2. Identity and Background
(a) This Schedule is being filed by the following
persons:
(i) New Valley Corporation ("New Valley"), a New
York corporation in which New Valley Holdings,
Inc. ("N.V. Holdings") holds approximately 42%
of the common stock, approximately 49.76% of the
Class A Preferred Stock and approximately 1.82%
of the Class B Preferred Stock and in which BGLS
Inc. ("BGLS") holds approximately 0.2% of the
common stock;
(ii) N.V. Holdings, a Delaware Corporation, which is
a wholly-owned subsidiary of BGLS;
(iii) BGLS, a Delaware Corporation, which is a
wholly-owned subsidiary of Brooke Group Ltd.
("BGL");
(iv) BGL, a Delaware Corporation, in which Bennett S.
LeBow is the direct or indirect owner of 57.9%
of the common stock;
(v) Bennett S. LeBow;
(vi) Canyon Partners Incorporated ("CPI"), a
California Corporation, in which CPI Securities,
L.P. ("CPIS") holds 100% of the capital stock;
(vii) CPIS, a California Limited Partnership,
the general partner of which is Canpartners
Incorporated ("Canpartners");
(viii) Canpartners, 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;
(ix) Messrs. Julis, Evensen and Friedman; and
(x) K. Robert Turner.
Page 14 of 39 Pages
<PAGE>
Each of the persons listed in (i) to (x) above is
hereinafter referred to individually as a "Reporting Person" and
collectively as the "Reporting Persons". The Reporting Persons
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").
The filing of this statement shall not be construed as an
admission that any Reporting Person is, for purposes of Section
13(d) or 13(g) of the Act, the beneficial owner of any securities
covered by this statement except for the securities stated herein
to be beneficially owned by such Reporting Person.
(b),(c) 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 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 to First Financial Management Corporation
("FFMC"). The Investment Company Act of 1940, as amended (the
"Investment Company Act"), and the rules and regulations
thereunder, require the registration of, and impose various
substantive restrictions on, companies that (i) engage primarily
in the business of investing, reinvesting or trading in securities
or (ii) engage in the business of investing, reinvesting, owning,
holding or trading in securities and own or propose to acquire
"investment securities" having a value exceeding 40% of a
company's "total assets" (excluding United State government
securities and cash items). For purposes of the Investment
Company Act, "investment securities" include stocks, bonds and
other securities (such as the Shares), but exclude United States
government securities and securities issued by majority-owned
subsidiaries that are not investment companies. New Valley is
relying on the temporary exemption from registration provided by
Rule 3a-2 under the Investment Company Act. Pursuant to that
Rule, the executive committee of the Board of Directors of New
Valley has adopted a resolution that New Valley shall use
reasonable efforts to become engaged, as soon as reasonably
possible, and, in any event, within the one-year period prescribed
by Rule 3a-2, primarily in a business or businesses other than
that of investing, reinvesting, owning, holding or trading in
securities, and that, if said reasonable efforts do not result in
New Valley's becoming engaged in such business or businesses on or
prior to the end of such one-year period, New Valley will seek to
obtain an extension of such date or an exemption from the
Securities and Exchange Commission (the "SEC") or no-action
position from the SEC staff with respect to registration under the
Investment Company Act. 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
Page 15 of 39 Pages
<PAGE>
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. In the interim, New
Valley intends to invest its liquid assets consistent with
preservation of their value.
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. A list of the directors and executive officers of each
of BGL, BGLS, N.V. Holdings and New Valley is attached hereto as
Exhibit A. The principal business address and the principal
office address of each of BGL, BGLS and New Valley and their
respective directors and executive officers and the business
address of Mr. LeBow is 100 S.E. Second Street, Miami, Florida
33131. The principal business and principal office of N.V.
Holdings and its directors and executive officers is 204 Plaza
Centre, 3505 Silverside Road, Wilmington, Delaware 19810.
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 director and President of each of Canpartners and
CPI, holds 26.33% of the limited partnership interests in CPIS and
holds various positions or limited partnership interests in
affiliates of Canpartners. Mr. Friedman, a director and Vice
President and Secretary of each of Canpartners and CPI, holds
26.33% of the limited partnership interests in CPIS and holds
various positions or limited partnership interests in affiliates
of Canpartners. Mr. Julis, a director and Vice President and
Treasurer of each of Canpartners and CPI, holds 26.33% of the
limited partnership interests in CPIS and holds various positions
or limited partnership interests in affiliates of Canpartners.
Mr. Turner is a shareholder of Canpartners Realty Incorporated, a
California corporation, and other affiliates of Canpartners. The
principal business and principal office address of each of
Canpartners, CPIS, CPI and Messrs. Evensen, Friedman, Julis and
Turner is 9665 Wilshire Boulevard, Suite 200, Beverly Hills,
California 90212.
(d),(e) None of the Reporting Persons, and to the best
knowledge of the Reporting Persons, none of the persons listed in
Schedule A, during the last five years, (1) has been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (2) was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a
Page 16 of 39 Pages
<PAGE>
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or State
securities laws or finding any violation with respect to such
laws.
(f) Each Reporting Person who is a natural person is a
citizen of the United States of America, and, to the best
knowledge of the Reporting Persons, each of the persons named in
Schedule A is a citizen of the United States.
ITEM 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price for the 761,500 shares of
Common Stock acquired by New Valley was $7,451,191.25 excluding
brokerage commission. New Valley used its own working capital
funds to purchase such shares. The remaining 19 shares of Common
Stock held by New Valley were acquired pursuant to certain
bankruptcy proceedings.
The aggregate purchase price for the 15,800 shares of
Common Stock acquired by CPIS was $200,997.50. CPIS used its own
working capital funds to purchase such shares.
The aggregate purchase price for the 800 shares of Common
Stock acquired by Mitchell R. Julis was $12,439.50. Mr. Julis
used his personal funds to purchase such shares. The remaining
1,000 shares of Common Stock held by Mr. Julis were received by
way of stock dividend.
The aggregate purchase price for the 1,000 shares of
Common Stock acquired by R. Christian B. Evensen was $13,125. Mr.
Evensen used his personal funds to purchase such shares.
The aggregate purchase price for the 500 shares of Common
Stock acquired by K. Robert Turner was $6,468.75. Mr. Turner used
his personal funds to purchase such shares.
ITEM 4. Purpose of Transaction
The Shares were acquired with a view towards the
Reporting Persons 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.
In this connection, the Reporting Persons may suggest the
possibility of New Valley providing such financing. New Valley
intends promptly to contact the Company to seek a meeting to
discuss its investment in the Company and to explore with the
Company possible financing alternatives.
Page 17 of 39 Pages
<PAGE>
Depending upon the Company's response to the Reporting
Persons' views regarding possible financing scenarios, the
Reporting Persons will consider a variety of alternatives with
respect to their investment in the Company, including, without
limitation, (a) the acquisition of additional securities of the
Company or the disposition of securities of the Company; (b) an
extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries; (c) a sale or transfer of a material amount of
assets of the Company or any of its subsidiaries; (d) a change in
the present Board of Directors or management of the Company; (e)
any material change in the present capitalization or dividend
policy of the Company; (f) any other material change in the
Company's business or corporate structure; (g) causing a class of
securities of the Company to be delisted from a national
securities exchange or to cease to be authorized to be quoted in
an inter dealer quotation system of a registered national
securities association; (h) causing a class of equity securities
of the Company becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended; or (i) any action similar to any of those
enumerated above. There is no assurance that the Reporting
Persons will develop any plans or proposals with respect to any of
the foregoing matters. Any alternatives which the Reporting
Persons may pursue will depend upon a variety of factors,
including, without limitation, current and anticipated future
trading prices for the Shares, the financial condition, results of
operations and prospects of the Company and general economic,
financial market and industry conditions.
Except as set forth above, the Reporting Persons have no
plans or proposals with respect to any of the matters set forth in
paragraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. Interest in Securities of the Issuer
(a) As of the date hereof, each of the Reporting
Persons, acting as a group within the meaning of Sections 13(d)(3)
of the Act, was the beneficial owner of an aggregate of 780,619
shares of Common Stock of the Company, which constituted
approximately 6.4% of the 12,275,177 shares of Common Stock
outstanding as of March 17, 1995 (as reported in the Company's
Annual Report on Form 10-K for the year ended December 31, 1994).
(b) With respect to the 761,519 shares of the Common
Stock acquired by New Valley, New Valley exercises both voting
power and dispositive power. Since Mr. 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, each of
these Reporting Persons may be deemed to exercise both voting
power and dispositive power with respect to such shares.
Page 18 of 39 Pages
<PAGE>
With respect to the 15,800 shares of Common Stock
acquired by CPIS, CPIS exercises both voting power and dispositive
power and since CPIS is controlled by Canpartners, Canpartners
exercise both voting and dispositive power with respect to such
shares. Canpartners is, in turn, controlled equally by
Messrs. Evensen, Friedman, and Julis and each of these Reporting
Persons therefore excercises both voting and dispositive power
with respect to the said 15,800 shares of Common Stock.
Mr. Evensen possesses both sole voting and sole
dispositive power with respect to the 1,000 shares of Common Stock
acquired by him. Mr. Julis possesses both sole voting and sole
dispositive power with respect to the 1,800 shares of Common Stock
acquired by him. Mr. Turner possesses both sole voting and sole
dispositive power with respect to the 500 shares of Common Stock
acquired by him. Except as set forth in this Item 5(b), none of
the Reporting Persons has voting or dispositive power over another
Reporting Persons' shares of Common Stock.
Under the definition of "beneficial ownership" in
Rule 13d-3 promulgated under the Act, each of the Reporting
Persons may be deemed to beneficially own the Shares owned by each
other Reporting Person since (i) Mr. LeBow holds a controlling
interest in BGL, which in turn owns 100% of the capital stock of
BGLS, which in turn owns 100% of the capital stock of NV Holdings
which in turn controls New Valley, (ii) Messrs. Evensen, Friedman
and Julis each hold one-third of the capital stock of Canpartners,
which is the general partner of CPIS, which in turn owns 100% of
the capital stock of CPI, and (iii) pursuant to an agreement
between CPI and New Valley (a copy of which is attached as Exhibit
B and is incorporated herein by reference), CPI and New Valley
have agreed to act together with respect to certain matters
concerning the Common Stock. Under the aforementioned definition
of "beneficial ownership," it is also possible that members of the
Board of Directors of New Valley (including Mr. LeBow), in their
capacities as such, might be deemed to be beneficial owners of the
Shares and share the voting and dispositive powers with regard to
the Shares. Neither the filing of this statement nor any of its
contents shall be construed as an admission that the directors of
New Valley are beneficial owners of any of the Shares, either for
purposes of Section 13(d) of the Act or for any other purpose, and
such beneficial ownership is expressly disclaimed.
(c) Exhibit C hereto contains information as to all
transactions in the Common Stock of the Company effectuated during
the past 60 days by the Reporting Persons. All of the purchases
reflected on Exhibit C were made for cash in open market, over the
counter transactions. Except as set forth on Exhibit C, none of
the Reporting Persons have effected any transactions in the Common
Stock in the past 60 days.
Page 19 of 39 Pages
<PAGE>
(d) 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.
(e) N/A
ITEM 6. Contracts, Arrangements, Understandings or Relationships
with
Respect to Securities of the
Issuer.
On March 15, 1995, New Valley entered into an agreement
with CPI (a copy of which is attached as exhibit B and is
incorporated herein by reference) 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.
ITEM 7. Material to be Filed as Exhibits
Exhibit A: Executive Officers and Directors of BGL, BGLS, N.V.
Holdings, New Valley, Canpartners and CPI.
Exhibit B: Agreement dated March 15, 1995, between New Valley
and CPI.
Exhibit C: Transactions in the Common Stock in the last 60 days.
Exhibit D: Joint Filing Agreement among the Reporting Persons
dated the date hereof.
Page 20 of 39 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: April 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 21 of 39 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 22 of 39 Pages
<PAGE>
JOSHUA S. FRIEDMAN
/s/ Joshua S. Friedman
K. ROBERT TURNER
/s/ K. Robert Turner
Page 23 of 39 Pages
<PAGE>
EXHIBIT A
SCHEDULE 13D
Executive Officers and Directors:
Brooke Group Ltd.:
Name: Present Principal Occupation or Employment:
Bennett S. LeBow Director, Chairman of the Board,
President and Chief Executive Officer
Gerald E. Sauter Director, Vice President, Chief
Financial Officer, Secretary and
Treasurer
Robert J. Eide Director
Jeffrey S. Podell Director
BGLS Inc.:
Name: Present Principal Occupation or Employment:
Bennett S. LeBow Director, Chairman of the Board and
President
Gerald E. Sauter Director, Vice President, Secretary,
Chief Financial Officer and Treasurer
Robert J. Eide Director
Jeffrey S. Podell Director
New Valley Holdings, Inc.:
Name: Present Principal Occupation or Employment:
Bennett S. LeBow Director, Chairman of the Board,
President, and Chief Executive Officer
Gerald E. Sauter Director, Vice President, Secretary,
Chief Financial Officer and Treasurer
Robert J. Eide Director
Jeffrey S. Podell Director
Page 24 of 39 Pages
<PAGE>
New Valley Corporation:
Name:
Bennett S. LeBow Director, Chairman of the Board and
Chief Executive Officer
Howard M. Lorber Director, President and Chief Operating
Officer
Gerald E. Sauter Director, Vice-President, Treasurer and
Chief financial Officer
Arnold I. Burns Director
Ronald J. Kramer Director
Paul L. McDermott Director
Richard S. Ressler Director
Henry C. Beinstein Director
Barry W. Ridings Director
Marc N. Bell Secretary
Canpartners Incorporated
R. Christian B. Evensen Director and President
Mitchell R. Julis Director, Vice-President and Treasurer
Joshua S. Friedman Director, Vice-President and Secretary
Canyon Partners Incorporated
R. Christian B. Evensen Director and President
Mitchell R. Julis Director, Vice-President and Treasurer
Joshua S. Friedman Director, Vice-President and Secretary
Page 25 of 39 Pages
<PAGE>
EXHIBIT B
Mr. Bennett S. Lebow
March 15, 1995
March 15, 1995
Mr. Bennett S. Lebow
Chairman of the Board
and Chief Executive Officer
New Valley Corporation
100 Southeast 2nd Street
Miami, FL 33131
Dear Mr. Lebow:
In accordance with our recent conversations, this
letter (the "Agreement") will confirm the understanding that
Canyon Partners Incorporated ("Canyon"), will be pleased to serve
as the exclusive financial advisor and securities placement agent
on behalf of New Valley Corporation and its affiliates and
affiliated group (collectively, the "Company"), under the terms
and subject to the conditions set forth herein, in connection with
the Company's consideration of a possible investment in ShowBiz
Plaza Time, Inc. ("ShowBiz"), either through acquisition of common
stock in the secondary market, or through acquisition of any debt
or equity or other securities of ShowBiz directly from ShowBiz or
otherwise, or in any other transaction or series of transactions
which involve the purchase of any securities in ShowBiz or the
disposition of any of ShowBiz's assets or business operations
outside of the ordinary course of business, by means of merger,
consolidation, joint-venture, exchange offer, purchase or sale of
stock or assets, liquidation or other transaction, (hereinafter
referred to as the "Transaction" or "Transactions"). The purpose
of this letter is to summarize our understanding of the key
aspects of the proposed Transactions.
In consideration of our agreement to act on behalf of
the Company in connection with such matters, the Company hereby
agrees as follows:
I. Exclusivity
1. The Company hereby retains and authorizes Canyon
to act as its exclusive financial advisor agent in connection with
the Transaction.
Page 26 of 39 Pages
<PAGE>
Mr.Bennett S. Lebow
March 15, 1995
Page 2
2. The Company hereby agrees that it has not
retained or caused to be retained and, during the term of this
Agreement, will not retain or cause to be retained any other
financial advisor or agent to advise or assist with the
Transaction without the prior written consent of Canyon.
II. Compensation
1. In payment for services rendered and to be
rendered hereunder by Canyon in connection with the Transactions,
the Company agrees to pay Canyon: (i) in the event that the
Transactions result in a change of control of ShowBiz in favor of
the Company, a fee of $2.5 million (the "Merger Success Fee");
plus (ii) a fee based upon the principal amount of ShowBiz
securities purchased by the Company from ShowBiz equal to 3.5% of
the principal amount of the securities so purchased (the
"Placement Fee"); plus (iii) in the event that there is no change
of control, but the Company sells any ShowBiz securities it has
purchased whether from ShowBiz or from third parties in public or
private transactions at a price in excess of the purchase price
therefor, a fee equal to 15% of the difference between the sale
price of such shares less the sum of (i) the purchase price of
such shares and (ii) 8% simple interest per annum on such purchase
price of such shares (the "Share Profit Fee"), 30% of the Merger
Success Fee shall be credited against any Placement Fee otherwise
due pursuant to this provision.
2. In addition the Company shall engage Canyon and
its affiliated broker dealer to effectuate all purchases and sales
of ShowBiz securities at standard commission rates.
3. The Company will be responsible for all of its out-of-pocket
and other expenses of the Transaction including, but not limited
to, its own accounting and legal fees, registration fees, printing
and travel costs. The Company also agrees to reimburse Canyon
upon Canyon's request, for all reasonable expenses (including
legal fees and disbursements of counsel and travel and other out-
of-pocket expenses) incurred by it in connection with the
engagement contemplated by this Agreement. Canyon will be
entitled to reimbursement for all such expenses regardless of
whether or not the Transactions are consummated. Furthermore, the
Company agrees promptly to pay
Page 27 of 39 Pages
<PAGE>
Mr.Bennett S. Lebow
March 15, 1995
Page 3
Canyon all expenses (including reasonable attorneys'
fees and costs) in connection with the enforcement of this
Agreement.
4. The Company agrees to indemnify Canyon and the
indemnified parties named therein in accordance with the terms and
provisions of that certain Indemnification Agreement attached
hereto as Exhibit A, which Indemnification Agreement is
incorporated herein and made a part of this Agreement.
5. In addition to the transactions outlined above,
in the event that the Company successfully concludes a Transaction
resulting in the purchase of newly issued securities from ShowBiz,
the Company shall engage Canyon as its exclusive agent with
respect to any subsequent sales by the Company of such securities.
The fee payable to Canyon with respect to any such sales shall be
3/8 of 1% of the face value of the securities sold.
II. Co-Investing
The Company hereby grants to Canyon and its affiliates
and managed accounts the right, but not the obligation to invest
up to 25% of the funds required for the Transaction pari-passu
with the Company from time to time during the term of the
Agreement.
IV. Other Agreements
This Agreement between the Company and Canyon is
separate and apart from all other compensation agreements and/or
obligations which the Company may have with other financial
advisors, consultants and/or business brokers currently or which
may arise while this Agreement is binding.
Page 28 of 39 Pages
<PAGE>
Mr.Bennett S. Lebow
March 15, 1995
Page 4
V. Governing Law
This Agreement shall be governed by the internal laws
of the State of New York.
VI. Authority
Each of the parties hereto represents that it has the
full corporate authority and power to execute and carry out the
terms of this Agreement.
VII. Modification
This Agreement sets forth the entire understanding of
the parties relating to the subject matter hereof and supersedes
and cancels any prior communications, understandings and
agreements between the parties. This Agreement may not be
modified or changed nor any of these provisions be waived except
by a writing signed by the party against whom the modification,
waiver or change is asserted.
VIII. Confidentiality/Advice
1. Any advice provided by Canyon under this
Agreement shall not, without prior approval by Canyon, be
disclosed to third parties other than attorneys, representatives
and affiliates controlled by the Company, except to the extent
such disclosure is, in the written opinion of counsel, required by
law, nor shall reference to Canyon's engagement under this
Agreement be disclosed by the Company without Canyon's prior
written consent, unless required by law.
2. The Company agrees that Canyon may place
advertisements in financial and other newspapers or publications
describing the services performed hereunder.
Page 29 of 39 Pages
<PAGE>
Mr.Bennett S. Lebow
March 15, 1995
Page 5
3. In connection with its services hereunder, the
Company agrees to provide to Canyon timely access to all
information appropriate or necessary to the consummation of the
Transaction, including copies of all documents concerning ShowBiz,
access to all trading information, and any other material in the
possession of the Company which may be germane to Canyon's
services hereunder. The Company recognizes that Canyon will rely
upon such information without independent verification or
investigation.
IX. Successors and Assigns
The benefits of this Agreement shall inure to the
respective successors and assigns of the parties hereto and of the
indemnified parties hereunder and their successors and assigns.
The obligations and liabilities assumed under this Agreement by
the parties hereto shall be binding upon their respective
successors and assigns.
X. Notices
All notices to the respective parties hereto shall be
deemed to be duly given or made when delivered by hand, upon
deposit in the mail (postage pre-paid), in the case of telegraphic
notice, when delivered to the telegraph company or in the case of
telex or facsimile notice, when sent, addressed as follows, or to
such other address as may be hereafter notified by the respective
parties hereto.
New Valley Corporation
100 Southeast 2nd Street
Miami, FL 33131
Attention: Bennett S. Lebow
Fax: 305 579-8001
Page 30 of 39 Pages
<PAGE>
Mr.Bennett S. Lebow
March 15, 1995
Page 6
Canyon Partners Incorporated
9665 Wilshire Boulevard, Suite 200
Beverly Hills, CA 90212
Attention: Joshua S. Friedman
Fax: 310 247-2701
XI. Termination
This Agreement will terminate upon the earliest to
occur of (i) consummation of the Transaction involving a change of
control of ShowBiz in favor of the Company, or (ii) December 31,
1995, (the earliest to occur of clauses (i) or (ii) being referred
to as the "Termination Date") unless extended by mutual consent.
Notwithstanding the foregoing, it is understood that the
provisions of Sections II, V, VIII and Exhibit A will survive any
termination. The Company agrees that notwithstanding the
provisions of Section 11, if this Agreement is terminated prior to
the consummation of the Transaction and a Transaction is
thereafter consummated within two years after the Termination
Date, the Company will pay to Canyon all fees and expenses due
under Section 11 upon the occurrence of any event for which
compensation would be due if this Agreement were then in effect.
Page 31 of 39 Pages
<PAGE>
Mr.Bennett S. Lebow
March 15, 1995
Page 7
If the foregoing correctly sets forth our Agreement
and is in accordance with your understanding, please so indicate
by signing the enclosed copy in the space provided, and returning
one copy of this Agreement to us.
Very truly yours,
Canyon Partners Incorporated
By: /s/ Joshua S. Friedman
Joshua S. Friedman
Managing Partner
Confirmed and Agreed To:
New Valley Corporation
By: /s/ Bennett S. Lebow
Bennett S. Lebow
Chairman of the Board and
Chief Executive Officer
Page 32 of 39 Pages
<PAGE>
EXHIBIT "A"
INDEMNITY AGREEMENT
In consideration of the agreement of Canyon Partners
Incorporated and its affiliates ("Canyon") to undertake certain
assignments pursuant to that certain accompanying engagement
letter dated March 15, 1995, by and between New Valley Corporation
(the "Company") and Canyon (the "Engagement Letter"), the Company
agrees to indemnify and hold harmless Canyon and its affiliates,
their respective officers, directors, employees and agents and
each person, if any, who controls Canyon, (collectively the
"Indemnified Parties" and individually an "Indemnified Party"), to
the fullest extent lawful, from and against any and all losses,
claims, damages, liabilities and expenses, (including, and without
limitation, reasonable costs of investigating, preparing or
defending, or if not a party, of responding as a witness or as
custodian of documents or in any manner related thereto, and
reasonable attorneys' fees and expenses incurred in connection
therewith) (collectively "Losses") suffered by an Indemnified
Party to the extent that such Losses arise out of or are based
upon, directly or indirectly, in whole or in part: (i) the
Engagement Letter referred to herein; (ii) any use (whether
authorized or not) by the Company of any services provided by the
Indemnified Parties herein; (iii) the performance by the
Indemnified Parties, or any of them, of the services contemplated
in the Engagement Letter; (iv) any transaction contemplated by the
Engagement Letter or any similar or related transaction; (v) any
claim (regardless of the proponent thereof) that the performance
of the obligations of the parties under or pursuant to the
Engagement Letter was or is unfair, inequitable, fraudulent, a
breach of fiduciary or otherwise contrary to law, or involved any
alleged omission to state a material fact or any alleged
misleading or untrue statement in connection therewith; or (vi)
any other claim relating to or involving the transaction referred
to in the Engagement Letter or any similar or related transaction
which subjects the Indemnified Parties or any of them to any
Losses; provided, however, that no Indemnified Party shall be
entitled to indemnification by the Company hereunder with respect
to any losses arising out of the gross negligence or willful
misconduct of each such Indemnified Party.
If any action or proceeding (including any
governmental investigation) shall be brought or asserted against
any Indemnified Party in respect of which Indemnity may be sought
from the Company, such Indemnified Party shall promptly notify the
Company in writing and the Company shall assume the defense
thereof, including the employment of counsel reasonably
satisfactory to the Indemnified Party and the payment of all fees
and expenses related thereto. Failure to promptly notify the
Company will not relieve the Company from any duty to indemnify
under this agreement, except if the Company's indemnification
obligation is materially adversely effected due to any such delay.
An Indemnified Party upon written notice to the Company, shall
have the right to employ
Page 33 of 39 Pages
<PAGE>
counsel in any action and to participate in the defense thereof
and the reasonable fees and expenses of such counsel shall be at
the expense of the Company only if (a) the Company shall have
failed promptly to assume the defense of such action or proceeding
or (b) the named parties to such action or proceeding have been
advised by counsel that the representation by the same counsel
would be impermissible due to conflict of interests under
applicable standards of professional responsibility; provided that
in the case of clause (b) above, the counsel retained by any
Indemnified Party must be reasonably acceptable to the Company (if
any such Indemnified Party notifies the Company in writing that it
elects to employ separate counsel, the Company shall not have the
right to assume the defense of such action or proceeding on behalf
of such Indemnified Party, provided, however, that the Company
shall not, in connection with any such action or proceeding or
separate but substantially similar or related actions or
proceedings, be liable for the fees and expenses of more than one
firm of attorneys). The Company shall not be liable for any
settlement of any such action or proceeding affected without its
prior written consent, but if any action or proceeding is settled
with its written consent, or if there be a final judgment against
the Indemnified Party in any such action or proceeding, the
Company agrees to indemnify and hold harmless any such Indemnified
Party from and against any loss (to the extent and subject to the
exceptions stated above) by reason of such settlement or judgment.
If the indemnification provided for in this Indemnity
Agreement is held to be unenforceable although applicable in
accordance with its terms to an Indemnified Party under the first
paragraph hereof in respect of any Losses, referred to therein,
except due to the gross negligence or willful misconduct of the
party seeking indemnification, then the Company, in lieu of
indemnifying such Indemnified Party in full as provided above,
agrees that it shall pay 100% of the loss and shall receive from
the Indemnified Party as a result of such Losses an amount (a) in
such proportion as is appropriate to reflect on the one hand the
relative benefits received by the Company from the transactions
contemplated under the Engagement Letter and on the other hand the
relative benefits received by the Indemnified Party for the
services rendered hereunder or (b) if the allocation provided by
clause (a) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative
benefits referred to in clause (a) above but also the relative
fault of the Company on the one hand and of the Indemnified Party
on the other, as well as any other relevant equitable
considerations. Furthermore, the Indemnified Parties, in the
aggregate, shall not be required to contribute any amount in
excess of the amount of fees received by Canyon under the
Agreement.
The Indemnity and contribution obligations of the
Company under this Indemnity Agreement shall be in addition to any
liability or obligation the Company may otherwise have to an
Indemnified Party. Terms which are not otherwise defined in this
Page 34 of 39 Pages
<PAGE>
Indemnity Agreement are to have the same meaning as are given
defined terms in the Engagement Letter.
New Valley Corporation
By: /s/ Bennett S. Lebow
Bennett S. LeBow
Chairman of the Board and
Chief Executive Officer
Page 35 of 39 Pages
<PAGE>
EXHIBIT C
Transactions in the Common Stock
by New Valley in the last 60 days
Trade Date Quantity Price Principal $ Comm Net
03/27/95 20,000 10.0000 $200,000 $1,200 $201,200.00
03/29/95 5,000 9.8750 49,375 300 49,675.00
03/30/95 12,000 9.8750 118,500 720 119,220.00
03/31/95 30,000 9.8750 298,250 1,800 298,050.00
04/05/95 5,000 9.8125 49,063 300 49,362.50
04/06/95 5,000 9.8125 49,063 300 49,362.50
04/07/95 7,500 9.8125 73,594 450 74,043.75
04/10/95 2,500 9.8750 24,888 150 24,837.50
04/11/95 11,500 9.8400 113,160 690 113,850.00
04/12/95 50,000 9.8280 491,400 3,000 494,400.00
04/13/95 150,000 9.8750 1,481,250 9,000 1,490,250.00
04/13/95 100,000 9.7500 975,000 6,000 981,000.00
04/13/95 175,000 9.7500 1,708,250 10,500 1,718,750.00
04/17/95 188,000 9.7000 1,823,600 11,280 1,834,880.00
No other Reporting Person has made any transaction in
the Common Stock in the last 60 days.
Page 36 of 39 Pages
<PAGE>
EXHIBIT D
JOINT FILING AGREEMENT
New Valley Corporation, New Valley Holdings, Inc.,
BGLS Inc., Brooke Group Ltd., Bennett S. LeBow, Canyon Partners
Incorporated, C.P.I. Securities, L.P., Canpartners Incorporated,
Mitchell R. Julis, R. Christian B. Evensen, Joshua S. Friedman and
K. Robert Turner, each hereby agrees, in accordance with Rule 13d-
1(f) under the Securities Exchange Act of 1934 (the "Act"), as
amended, that the Schedule 13D filed herewith, and any amendments
thereto, relating to the shares of Common Stock, $.10 par value
per share, of Showbiz Pizza Time, Inc. are, and will be, filed
jointly on behalf of each such person.
Dated: April 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
Page 37 of 39 Pages
<PAGE>
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
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
Page 38 of 39 Pages
<PAGE>
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
Page 39 of 39 Pages
