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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.2)*
SHOWBIZ PIZZA TIME, INC.
(Name of Issuer)
COMMON STOCK, $0.10 PAR VALUE
(Title of Class of Securities)
0008253881309
(CUSIP Number)
ROBERT C. SCHWENKEL
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NY 10004
212-859-8167
GARY J. COHEN
SIDLEY & AUSTIN
555 WEST FIFTH STREET
SUITE 4000
LOS ANGELES, CA 90013-1010
213-896-6000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
MAY 15, 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 2 of 9 Pages
<PAGE>
The Schedule 13D filed with the Securities and
Exchange Commission (the "SEC") on April 26, 1995 (the "Schedule
13D") as amended by Amendment No. 1 filed with the SEC on May 5,
1995, 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 May 5, 1995, Richard M. Frank, Chairman and Chief
Executive Officer sent a letter to Howard M. Lorber, President and
Chief Operating Officer of New Valley, stating the following:
"Dear Mr. Lorber:
We have received your letter dated May 4, 1995, and are
pleased to learn that you agree that the Company's current
strategy to refurbish its facilities is crucial to maximizing
shareholder value over the long term.
We are working diligently to arrange additional financing to
enable us to achieve our objectives expeditiously and have engaged
in discussions with some of the top investment bankers in the
country for assistance. 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 so that we, together with our
financial advisors, consider it along with other alternatives
available to us. We appreciate your interest in ShowBiz."
In addition, on May 5, 1995, Mr. Frank sent Mr. Lorber a
second letter which stated the following:
"Dear Mr. Lorber:
In reference to the recent acquisition of 780,619 shares
(the "Shares") of common stock of ShowBiz Pizza Time, Inc. (the
"Company"), by New Valley Corporation ("New Valley") and other
members of its acquiring "group" as described in New Valley's
Schedule 13D dated April 26, 1995, this letter is to inform you
that the Company's Restated Articles of Incorporation (the
"Articles") contain certain restrictions on the transfer of the
Company's common stock. In particular Section 4.13.1 of the
Articles provides, in pertinent part, that prior to December 31,
2002, any attempted or purported transfer or registration of
transfer of any shares of the Company's common stock to any person
or group that directly or indirectly owns more than
Page 4 of 9 Pages
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4.75% of the value of the outstanding capital stock of the Company
prior to the transfer shall be void ab initio and any transfer
which would result in any person or group owning in excess of
4.75% of the value of the outstanding capital stock of the Company
as a result of and immediately after the transfer shall be void ab
initio as to the number of shares representing such excess over
4.75%, unless in either case the transfer is approved in writing
by the Company's Board of Directors (the "Board"). In the event
of a transfer in violation of this provision, Sections 4.13.2 and
4.13.3 of the Articles provide, respectively, that the Company (i)
shall be deemed to be the agent of the transferor for the sole
purpose of selling the shares of common stock subject to such
restrictions to an eligible transferee and (ii) shall have the
right, for a period of 90 days after receipt of knowledge of such
transfer, to acquire such shares at the price paid by the intended
transferee. The right to vote and receive dividends with respect
to such shares remains with the transferor.
The purpose of such transfer restrictions is to prevent a
possible ownership change of the Company (as defined in the
Internal Revenue Code of 1986), the result of which would be an
annual limitation on the use of the Company's net operating loss
carryforwards. The Board believes the limitation on the use of
such NOLs would have a material adverse effect on the value of the
Company's outstanding shares of common stock.
The undersigned has been authorized by the Board to inform
you that the Board will waive such transfer restriction with
respect to the acquisition of the Shares. The Company will,
however, enforce the restriction on transfer for all future
acquisitions by New Valley or any other 5% or greater stockholder
of the Company, unless it can be demonstrated to the satisfaction
of the Board that such transaction would not increase the risk to
the Company of a possible ownership change under Section 382 of
the Internal Revenue Code. Accordingly, you encouraged to consult
with counsel to the Company before entering into any transaction
which may result in a violation of this provision."
The Reporting Persons have, after due consideration of their
alternatives, now determined to nominate a director for election
at the annual meeting of the Company scheduled for June 8, 1995.
In this regard, the Reporting Persons, through Bear Stearns,
instructed DTC, as the holder of record of the shares of Common
Stock referred to in the notice set forth below on May 1, 1995
(the record date for holders entitled to vote at the next
stockholder meeting thereafter) and on May 15, 1995 (the date upon
which the notice set forth below requires to be delivered pursuant
that the Company's by-laws), to send notice to the Company, in
accordance with Article 12A of the Company's by-laws (as amended).
Such notice, dated May 12, 1995, and delivered by hand to the
Company on May 15, 1995, stated the following:
"To: The Secretary of Showbiz Pizza Time, Inc.
Cede & Co., the nominee of The Depository Trust Company
("DTC"), is a holder of record of shares of common stock, par
value $0.10 per share, of Showbiz Pizza Time, Inc. (the
"Company"). DTC is informed by its Participant, Bear, Stearns
Securities Corp. ("Participant"),
Page 5 of 9 Pages
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that on the date hereof 15,800 of such shares (the "Shares")
credited to Participant's DTC account are beneficially owned by
CPI Securities LP, a customer of Participant.
At the request of Participant, on behalf of CPI Securities
LP, Cede & Co., as holder of record of the Shares, hereby gives
notice, pursuant to the Bylaws of the Company and under Regulation
14A of the Securities Exchange Act of 1934, as amended, of its
nomination of the person set forth below for election as a
director of the Company at the next meeting of stockholders of the
Company at which election of directors will take place.
While Cede & Co. is furnishing this Notice as the
stockholder of record of the Shares, it does so at the request of
Participant and only as a nominal party for the true party in
interest, CPI Securities LP. Cede & Co. has no interest in this
matter other than to take those steps which are necessary to
ensure that CPI Securities LP is not denied its rights as the
beneficial owner of the Shares, and Cede & Co. assumes no further
responsibility in this matter.
Nominee for Director
Name: Joshua S. Friedman
Age: 39
Business Address: c/o Canyon Partners
Incorporated
9665 Wilshire
Boulevard, Suite 200
Beverly Hills,
California 90212
Home Address: 175 South Mapleton
Drive
Los Angeles,
California 90024
Principal Occupation: Investment Banker
Capital Stock owned: None. However, see
Schedule 13D
attached relating to
the interest of Mr.
Friedman in
securities held by
other persons.
Mr. Friedman has been a Director, Vice President and
Secretary of Canpartners Incorporated, a California corporation,
since March 1990 and holds various similar positions or limited
partnership interests in its subsidiaries and affiliates, Mr.
Freidman's principal business responsibilities includes
formulating business strategies and implementing the same on
behalf of Canpartners Incorporated and its affiliates.
Items Responsive to Regulation 14A of the Securities
Exchange Act of 1934, as amended ("Regulation 14A")
Mr. Friedman has not been the subject of any legal
proceedings as set forth in Item 401(f) of Regulation S-K.
Neither has he had any transactions with Management and Others of
the Company or any Indebtedness thereto as described in Items
403(a) and 403(c) of Regulation S-K.
Page 4 of 9 Pages
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The solicitation of proxies for the election of Mr. Friedman
as a director will be made by personal phone calls by persons, or
employees of such persons, comprising the group of reporting
persons in the attached Schedule 13D as part of their regular
business activities. No person or organization has been
specifically employed to solicit proxies on behalf of such group.
It is estimated that the total cost of solicitations will not
exceed $50,000 and, to date (May 11, 1995), expenditures have
totalled approximately $15,000. All costs will be borne by New
Valley Corporation ("New Valley"), one of the reporting persons in
the attached Schedule 13D. New Valley may seek reimbursement of
its expenses relating to the solicitation of proxies from the
Company; however, New Valley does not intend to submit the
question of reimbursement to a vote of the Company's security
holders.
Please refer to Schedule 13D attached hereto with respect to
any other information required to be included in proxy materials
wit respect to Mr. Friedman or any other participants in the
solicitation of proxies for the election of Mr. Friedman under
Regulation 14A.
Nominating Stockholder
Record Holder Name: Cede & Co.
Record Address (as it should
appear on the Company's books):Proxy-23rd Floor
P.O. Box 20,
Bowling Green
Station
New York, New
York 10274
Beneficial Holder Name: CPI Securities,
L.P.
Business Address: 9665 Wilshire
Boulevard, Suite
200
Beverly Hills,
California 90212
Capital Stock owned by
beneficial owner: See Schedule 13D
attached and
Attachment 3
Arrangements with Nominee: See Item 6 of
Schedule 13D
attached
Please refer to Schedule 13D attached hereto with respect to
any other information required to be included in proxy materials
under Regulation 14A of the Securities Exchange Act of 1934, as
amended. Information not included in the Schedule 13D is not
applicable to this submission.
At the request of Participant, the undersigned hereby
represents that it will designate an agent who will appear in
person or by proxy at the next meeting of stockholders of the
Company for the purpose of nominating the above-named for election
as a director.
While Cede & Co. is furnishing this Notice as the
stockholder of record of the Shares, it does so at the request of
Participant and only as a nominal party for the true party in
interest, CPI Securities L.P. Cede & Co. has no interest in this
matter other than to take those steps which are necessary to
ensure that CPI Securities L.P. is not denied its rights as the
beneficial owner of the Shares, and Cede & Co. assumes no further
responsibility in this matter."
Page 5 of 9 Pages
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The Reporting Persons are not currently soliciting, and do
not intend to conduct a general solicitation of, proxies with
respect to the nomination or election of Mr. Friedman as a
director of the Company. If the Reporting Persons determine to
seek proxies from other stockholders of the Company in favor of
the election of Mr. Friedman as a director, the Reporting Persons
intend to seek such proxies pursuant to Rule 14a-2(b)(2) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and all other applicable provisions of Section 14 of the Exchange
Act and the rules and regulations promulgated thereunder.
Page 6 of 9 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 15, 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 7 of 9 Pages
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BENNETT S. LEBOW
By: /s/ Bennett S. Lebow
CANYON PARTNERS INCORPORATED
By: /s/ R. Christian B. Evensen
Name: R. Christian B. Evensen
Title: President
C.P.I. SECURITIES, L.P.
By: Canpartners Incorporated, its General Partner
By: /s/ R. Christian B. Evensen
Name: R. Christian B. Evensen
Title: President
CANPARTNERS INCORPORATED
By: /s/ R. Christian B. Evensen
Name: R. Christian B. Evensen
Title: President
MITCHELL R. JULIS
/s/ Mitchell R. Julis
R. CHRISTIAN B. EVENSEN
/s/ R Christian B. Evensen
Page 8 of 9 Pages
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JOSHUA S. FRIEDMAN
/s/ Joshua S. Friedman
K. ROBERT TURNER
/s/ K. Robert Turner
Page 9 of 9 Pages
