FORM 10-K/A
(Mark One)
X Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the fiscal year
ended December 27, 1996.
- Transition report pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 for the
transition period from _____ to _____.
Commission File Number 0-15782
SHOWBIZ PIZZA TIME, INC.
(Exact name of registrant as specified in its charter)
Kansas 48-0905805
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4441 West Airport Freeway
P.O. Box 152077
Irving, Texas 75015
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code: (972) 258-8507
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, par value $.10 each
(Title of Class)
Class A Preferred Stock, par value $60.00 each
(Title of Class)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes X No -
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
At March 14, 1997, an aggregate of 18,518,417 shares of the
registrant's Common Stock, par value of $.10 each (being the
registrant's only class of common stock), were outstanding, and
the aggregate market value thereof (based upon the last reported
sale price on March 14, 1997) held by non-affiliates of the
registrant was $ 13,722,126.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement, to be
filed pursuant to Section 14(a) of the Act in connection with the
registrant's 1996 annual meeting of shareholders, have been
incorporated by reference in Part III of this report.
- -------------------------------------------------------------------
Explanatory Note:
This Form 10-K/A is filed for the purpose of filing Exhibit 23 -
Independent Auditors Consent which was inadvertantly omitted from the
registrant's Annual Report on Form 10-K for the fiscal year ended
December 27, 1996.
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
(a) The following documents are filed as a part of this
report:
(1) Financial Statements and Supplementary Data:
Independent auditors' report.
ShowBiz Pizza Time, Inc. consolidated financial
statements:
Consolidated balance sheets as of December 27, 1996 and
December 29, 1995.
Consolidated statements of earnings for the years
ended December 27, 1996, December 29, 1995, and
December 30, 1994.
Consolidated statements of shareholders' equity for the
years ended December 27, 1996, December 29, 1995, and
December 30, 1994.
Consolidated statements of cash flows for the years
ended December 27, 1996, December 29, 1995, and December
30, 1994.
Notes to consolidated financial statements.
(2) Financial Statement Schedules:
ShowBiz Pizza Time, Inc.
------------------------
II --- Valuation and qualifying accounts and reserves.
(3) Exhibits:
Number Description
------ -----------
3(a) Restated Articles of Incorporation of the
Company, dated November 26, 1996 (filed as
Exhibit 3.1 to the Company's Registration
Statement on Form S-3 (No. 333-22229) and
incorporated herein by reference).
3(b) Restated Bylaws of the Company, dated August 16,
1994 (filed as Exhibit 3 to the Company's
Quarterly Report on Form 10-Q for the quarter
ended September 30, 1994, and incorporated
herein by reference).
3(c) Amendment to the Bylaws, dated May 5, 1995
(filed as Exhibit 3 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June
30, 1995, and incorporated herein by reference).
4(a) Specimen form of certificate representing $.10
par value Common Stock (filed as Exhibit 4(a) to
the Company's Annual Report on Form 10-K for the
year ended December 28, 1990, and incorporated
herein by reference).
4(b) Specimen form of certificate representing $60
par value Class A Preferred Stock (filed as
Exhibit 4(b) to the Company's Annual Report on
Form 10-K for the year ended December 28,
1990, and incorporated herein by reference).
10(a)(1) Amended and Restated Employment Agreement
dated April 14, 1993, between the Company and
Richard M. Frank (filed as Exhibit 10(a)(8) to
the Company's Quarterly Report on Form 10-Q
for the quarter ended April 2, 1993, and
incorporated herein by reference).
10(a)(2) Amendment No. 1 to the Amended and Restated
Employment Agreement dated July 19, 1996,
between the Company and Richard M. Frank.
10(b)(1) Consulting Agreement dated January 5, 1989
between the Company and Richard M. Frank
(filed as Exhibit 10(a)(5) to the Company's
Annual Report on Form 10-K for the year ended
December 27, 1991, and incorporated herein by
reference).
10(b)(2) Amendment to Consulting Agreement dated
January 29, 1992, amending the Consulting
Agreement dated January 5, 1989 between the
Company and Richard M. Frank (filed as Exhibit
10(a)(6) to the Company's Annual Report on
Form 10-K for the year ended December 27,
1991, and incorporated herein by reference).
10(c)(1) Stock Grant Trust Agreement dated January 29,
1992, among the Company, Richard M. Frank,
Ronald F. Saupe and Kevin J. Shepherd (filed
as Exhibit 10(a)(7) to the Company's Annual
Report on Form 10-K for the year ended
December 27, 1991, and incorporated herein by
reference).
10(d) Employment Agreement dated January 4, 1994,
between the Company and Michael H. Magusiak
(filed as Exhibit 10(b) to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1993, and incorporated herein by
reference).
10(e) Financial and Management Consulting Services
Agreement between the Company and The Hallwood
Group Incorporated (filed as Exhibit 10(I) to
the Company's Annual Report on Form 10-K for
the year ended December 30, 1988, and
incorporated herein by reference).
10(f) Stock Purchase and Registration Agreement
dated as of May 5, 1992, among the Company,
The Hallwood Group Incorporated and certain
shareholders of the Company (filed as Exhibit
28 to the Company's Registration Statement on
Form S-3 (No. 33-48307) and incorporated
herein by reference).
10(g) Note Purchase Agreement dated June 15, 1995,
between Allstate Life Insurance Company,
Connecticut Mutual Life Insurance Company, C M
Life Insurance Company, MassMutual Corporate
Value Partners Limited, Massachusetts Mutual
Life Insurance Company, Modern Woodmen of
America, and the Company (filed as Exhibit 10
(a)(1) to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995,
and incorporated herein by reference).
10(h) 10.02% Series A Senior Note Due 2001, in the
stated amount of $10,000,000.00, dated June
15, 1995, between Allstate Life Insurance
Company and the Company (filed as Exhibit 10
(b)(1) to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995,
and incorporated herein by reference).
10(i)(1) 10.02% Series A Senior Note Due 2001, in the
stated amount of $1,000,000.00, dated June 15,
1995, between Connecticut Mutual Life
Insurance Company and the Company (filed as
Exhibit 10 (c)(1) to the Company's Quarterly
Report on Form 10-Q for the quarter ended June
30, 1995, and incorporated herein by
reference).
10(i)(2) 10.02% Series A Senior Note Due 2001, in the
stated amount of $1,000,000.00, dated June 15,
1995, between Connecticut Mutual Life
Insurance Company and the Company (filed as
Exhibit 10 (c)(2) to the Company's Quarterly
Report on Form 10-Q for the quarter ended June
30, 1995, and incorporated herein by
reference).
10(i)(3) 10.02% Series A Senior Note Due 2001, in the
stated amount of $1,000,000.00, dated June 15,
1995, between Connecticut Mutual Life
Insurance Company and the Company (filed as
Exhibit 10 (c)(3) to the Company's Quarterly
Report on Form 10-Q for the quarter ended June
30, 1995, and incorporated herein by
reference).
10(j)(1) 10.02% Series A Senior Note Due 2001, in the
stated amount of $1,000,000.00, dated June 15,
1995, between C M Life Insurance Company and
the Company (filed as Exhibit 10 (d)(1) to the
Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1995, and
incorporated herein by reference).
10(j)(2) 10.02% Series A Senior Note Due 2001, in the
stated amount of $1,000,000.00, dated June 15,
1995, between C M Life Insurance Company and
the Company (filed as Exhibit 10 (d)(2) to
the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1995, and
incorporated herein by reference).
10(k)(1) Floating Rate Series B Senior Note Due 2000,
in the stated amount of $2,000,000.00, dated
June 15, 1995, between Massachusetts Mutual
Life Insurance Company and the Company (filed
as Exhibit 10 (e)(1) to the Company's
Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995, and incorporated herein
by reference).
10(k)(2) Floating Rate Series B Senior Note Due 2000,
in the stated amount of $2,000,000.00, dated
June 15, 1995, between Massachusetts Mutual
Life Insurance Company and the Company (filed
as Exhibit 10 (e)(2) to the Company's
Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995, and incorporated herein
by reference).
10(k)(3) Floating Rate Series B Senior Note Due 2000,
in the stated amount of $2,000,000.00, dated
June 15, 1995, between Massachusetts Mutual
Life Insurance Company and the Company (filed
as Exhibit 10 (e)(3) to the Company's
Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995, and incorporated herein
by reference).
10(l) Floating Rate Series B Senior Note Due 2000,
in the stated amount of $4,000,000.00, dated
June 15, 1995, between MassMutual Corporate
Value Partners Limited (I/N/O Webell & Co.)
and the Company (filed as Exhibit 10 (f)(1)
to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1995, and
incorporated herein by reference).
10(m) Floating Rate Series A Senior Note Due 2001,
in the stated amount of $3,000,000.00, dated
June 15, 1995, between Modern Woodmen of
America and the Company (filed as Exhibit 10
(g)(1) to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995,
and incorporated herein by reference).
10(n)(1) Loan Agreement in the stated amount of
$5,000,000.00, dated June 27, 1995, between
Bank One, Texas, N.A. and the Company (filed
as Exhibit 10 (h)(1) to the Company's
Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995, and incorporated herein
by reference).
10(n)(2) Revolving Credit Note in the stated amount of
$5,000,000, dated June 27, 1995, between Bank
One, Texas, N.A. and the Company (filed as
Exhibit 10 (h)(2) to the Company's Quarterly
Report on Form 10-Q for the quarter ended June
30, 1995, and incorporated herein by
reference).
10(o)(1) Loan Agreement in the stated amount of
$2,000,000.00, dated January 18, 1996, between
Bank One, Texas, N.A. and the Company (filed
as Exhibit 10 (e)(1) to the Company's
Quarterly Report on Form 10-Q for the quarter
ended June 28, 1996, and incorporated herein
by reference).
10(o)(2) Promissory Note in the stated amount of
$2,000,000.00, dated January 18,1996, between
Bank One, Texas, N.A. and the Company (filed
as Exhibit 10 (e)(2) to the Company's
Quarterly Report on Form 10-Q for the quarter
ended June 28, 1996, and incorporated herein
by reference).
10(o)(3) Security Agreement in the stated amount of
$2,000,000.00, dated January 18,1996, between
Bank One, Texas, N.A. and the Company (filed
as Exhibit 10 (e)(3) to the Company's
Quarterly Report on Form 10-Q for the quarter
ended June 28, 1996, and incorporated herein
by reference).
10(p)(1) Modification and Extension Agreement (to the
Loan Agreement dated June 27, 1995) in the
stated amount of $15,000,000.00, dated August
1, 1996, between Bank One, Texas, N.A. and the
Company (filed as Exhibit 10 (h)(1) to the
Company's Quarterly Report on Form 10-Q for
the quarter ended September 27, 1996, and
incorporated herein by reference).
10(p)(2) Restated Revolving Credit Note in the stated
amount of $15,000,000, dated August 1, 1996,
between Bank One, Texas, N.A. and the Company
(filed as Exhibit 10 (h)(2) to the Company's
Quarterly Report on Form 10-Q for the quarter
ended September 27, 1996, and incorporated
herein by reference).
10(q)(1) Non-Statutory Stock Option Plan (filed as
Exhibit A to the Company's Proxy Statement for
Annual Meeting of Stockholders to be held on
June 8, 1995, and incorporated herein by
reference).
10(q)(2) Specimen form of Contract under the Non-Statutory
Stock Option Plan of the Company, as
amended to date (filed as Exhibit 10 (d) to
the Company's Quarterly Report on Form 10-Q
for the quarter ended June 28, 1996, and
incorporated herein by reference).
10(r)(1) Stock Grant Plan of the Company, as amended
to date (filed as Exhibit 10(d)(1) to the
Company's Annual Report on Form 10-K for the
year ended December 31, 1993, and
incorporated herein by reference).
10(r)(2) Specimen form of Certificate of Participation
to certain participants under the Stock Grant
Plan of the Company (filed as Exhibit
10(e)(3) to the Company's Annual Report on
Form 10-K for the year ended December 29,
1989, and incorporated herein by reference).
10(s)(1) Non-Employee Directors Stock Option Plan
(filed as Exhibit B to the Company's Proxy
Statement for Annual Meeting of Stockholders
to be held on June 8, 1995, and incorporated
herein by reference).
10(s)(2) Specimen form of Contract under the Non-Employee
Directors Stock Option Plan of the
Company, as amended to date.
10(t)(1) Specimen form of the Company's current
Franchise Agreement (filed as Exhibit 10 (f)
to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 28, 1996, and
incorporated herein by reference).
10(t)(2) Specimen form of the Company's current
Development Agreement (filed as Exhibit 10
(g) to the Company's Quarterly Report on Form
10-Q for the quarter ended June 28, 1996, and
incorporated herein by reference).
10(u)(1) Entertainment Operating Fund Line of Credit,
in the stated amount of $250,000.00, dated
December 16, 1996, between International
Association of ShowBiz Pizza Time Restaurants,
Inc. and the Company.
10(u)(2) Entertainment Operating Fund Promissory Note,
in the stated amount of $250,000.00, dated
December 16, 1996, between International
Association of ShowBiz Pizza Time Restaurants,
Inc. and the Company.
10(v)(1) National Advertising Production Line of
Credit, in the stated amount of $750,000.00,
dated December 16, 1996, between International
Association of ShowBiz Pizza Time Restaurants,
Inc. and the Company.
10(v)(2) National Advertising Production Promissory
Note, in the stated amount of $750,000.00,
dated December 16, 1996, between International
Association of ShowBiz Pizza Time Restaurants,
Inc. and the Company.
10(w)(1) National Media Fund Line of Credit, in the
stated amount of $1,500,000.00, dated December
16, 1996, between International Association of
ShowBiz Pizza Time Restaurants, Inc. and the
Company.
10(w)(2) National Media Fund Promissory Note, in the
stated amount of $1,500,000.00, dated
December 16, 1996, between International
Association of ShowBiz Pizza Time Restaurants,
Inc. and the Company.
23 Independent Auditors Consent
(b) Reports on Form 8-K:
No reports on Form 8-K were filed in the fourth quarter
of 1996.
(c) Exhibits pursuant to Item 601 of Regulation S-K:
Pursuant to Item 601(b)(4) of Regulation S-K, there have
been excluded from the exhibits filed pursuant to this
report instruments defining the right of holders of long-term
debt of the Company where the total amount of the
securities authorized under each such instrument does not
exceed 10% of the total assets of the Company. The
Company hereby agrees to furnish a copy of any such
instruments to the Commission upon request.
(d) Financial Statements excluded from the annual report
to shareholders by Rule 14A - 3(b):
No financial statements are excluded from the annual
report to the Company's sharehoders by Rule 14a - 3(b).
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: March 17, 1997 SHOWBIZ PIZZA TIME, INC.
By: /s/ Michael H. Magusiak
---------------------------
Michael H. Magusiak
President
EXHIBIT INDEX
Exhibit No. Description Page No.
- ---------- ----------- -------
23 Independent Auditors Consent
INDEPENDENT AUDITORS' CONSENT
Board of Directors and Shareholders
ShowBiz Pizza Time, Inc.
Irving, Texas
We consent to the incorporation by reference in Registration
Statement Nos. 33-29295, 33-36075, 33-39650, 333-13117, and 333-13077
on Form S-8 of ShowBiz Pizza Time, Inc.of our report dated
February 21, 1997 (which expresses an unqualified opinion and
includes an explanatory paragraph relating to a change in the
method of accounting for preopening expenses in 1994) on the
consolidated financial statements, and of our report dated February
21, 1997, on the financial statement schedule, both appearing in
this Annual Report on Form 10K of ShowBiz Pizza Time, Inc. for the
year ended December 27, 1996.
DELOITTE & TOUCHE LLP
Dallas, Texas
March 14, 1997
