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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.6)*
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)
JUNE 6, 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).
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The Schedule 13D filed with the Securities and Exchange
Commission (the "SEC") on April 26, 1995 (the "Schedule 13D") as
amended by Amendments No. 1, 2, 3, 4 and 5 filed with the SEC, 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 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 June 2, 1995, Richard M. Frank, Chairman and Chief
Executive Officer of the Company sent a letter addressed to each
of Showbiz Independent Stockholders Committee (the "Committee"),
Mr. Joshua S. Friedman and New Valley stating the following:
"Gentlemen:
We have reviewed the Proxy Statement of the ShowBiz Pizza
Independent Stockholders Committee and believe that there are
material omissions rendering the Proxy Statement false and
misleading.
In particular, the Proxy Statement fails to disclose the details
of the financial arrangements between Canyon Partners incorporated
and New Valley Corporation which, especially given New Valley's
stated purpose of seeking to provide ShowBiz with financing,
creates an actual conflict of interest for Mr. Friedman in
connection with decisions regarding the Company's financing
arrangements. In addition, the Proxy Statement does not disclose
the effect that such conflict would have on Mr. Friedman's ability
to act independently if elected as a director.
Moreover, we do not believe that the required disclosure can be
incorporated by reference to the Schedule 13D filed by the New
Valley group because the disclosure sent to stockholders would
still be incomplete and materially misleading. For the same
reasons, mere disclosure of the terms of the arrangement, or even
the letter agreement itself, would be sufficient. We believe that
in each case, the failure to identify both the existence and the
effect of the conflicts of interest faced by Mr. Friedman would be
false and misleading.
ShowBiz Pizza has an interest in seeing that its stockholders and
the investing public are fully informed regarding nominees for
election to its Board of Directors
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as well as any other matter material to the Company. Therefore,
we hereby demand that you make immediate and full disclosure of
the various conflicts of interest faced by Mr. Friedman, as well
as the effects of those conflicts. ShowBiz Pizza further reserves
all rights it may have with respect to this matter, including
without limitation under the federal securities laws and state
corporate law."
On June 6, 1995, the Committee replied to Mr. Frank's letter as
follows:
"Dear Sirs:
RE: Showbiz Pizza Time, Inc. (the "Company")
We have now received both the additional proxy materials filed by
the Company with the Securities and Exchange Commission (the
"SEC") on May 30, 1995 and your letter dated June 2, 1995 alleging
that our proxy materials are false and misleading.
We are confident that our proxy discloses all material facts
concerning the Committee's candidate, Joshua S. Friedman, and is
not false and misleading in any respect. Indeed, the SEC reviewed
and cleared our proxy materials prior to their being mailed to the
Company's shareholders.
We too have an interest in seeing that the Company's shareholders
and the investing public are fully informed regarding nominees for
election to its Board. In this regard, we believe that the
Company's proxy materials contain material omissions rendering
them false and misleading. The materials do not disclose that
three of the Company's executive officers, including an officer
nominated for election at the forthcoming meeting, four of the
Company's so called outside directors and Hallwood are the subject
of a shareholders derivative action arising out of sales of the
Company's stock by those persons in advance of bad news relating
to the Company's financial forecasts. In addition, the Company's
proxy materials misstate material facts regarding the financial
performance of Brooke Group Ltd. and its affiliates. We also note
that the Company's proxy materials contain spurious attacks on
Brooke Group Ltd. and its affiliates in an attempt to divert
attention away from the real issue, the merits of the candidates.
We suggest that the Company amend its proxy disclosure
immediately.
As for Mr. Friedman's purported conflict of interest, we believe
that there is clearly no present conflict as no transaction
between the Company and New Valley Corporation is currently
pending. When elected to the Company's Board of Directors, Mr.
Friedman will comply fully with all requirements of law in the
exercise of his duties as a director. Mr. Friedman expects to
bring to the Company's Board an independent and unbiased view of
all transactions involving the Company.
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Finally, as holders of a substantial interest in the Company, we
are rather surprised that the current Board has wasted corporate
assets in its strenuous effort to block the election of one
independent director to its nine member Board.
The Committee and each of its members reserves all rights it may
have with respect to this matter, including, without limitation,
rights and remedies under the federal securities laws and state
corporate laws."
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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: June 6, 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
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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
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JOSHUA S. FRIEDMAN
/s/ Joshua S. Friedman
K. ROBERT TURNER
/s/ K. Robert Turner
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