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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
JANUARY 3, 1997
Date of Report (Date of earliest event reported)
SHOWBIZ PIZZA TIME, INC.
(Exact name of registrant as specified in its charter)
KANSAS 0-15782 NO. 48-0905805
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4441 WEST AIRPORT FREEWAY
IRVING, TEXAS 75062
(Address of principal executive offices) (Zip Code)
(972) 258-8507
(Registrant's telephone number, including area code)
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EXPLANATORY NOTE:
This Form 8-K/A is being filed to amend paragraph (b) of Item 5 of the Form 8-K
of ShowBiz Pizza Time, Inc. (the "Company") filed on March 11, 1997.
ITEM 5. OTHER EVENTS.
Paragraph (b) of Item 5 of the Form 8-K is hereby amended to read
in its entirety as follows:
(b) Supplemental Information
On February 24, 1997, the Company filed a Registration Statement
on Form S-3 (Registration No. 333-22229) with the Securities and Exchange
Commission (the "Commission") relating to an offering (the "Offering") of
shares of its common stock, par value $.10 per share (the "Shares"), owned by
The Hallwood Group Incorporated ("Hallwood") and its affiliates. In connection
with the sale of the Shares by Hallwood, it is anticipated that Charles A.
Crocco, Jr., Anthony J. Gumbiner, Robert L. Lynch, J. Thomas Talbot and Brian
M. Troup, each of whom is affiliated with Hallwood (the "Hallwood Directors"),
will resign from the Company's Board of Directors upon the closing of the
Offering. The business experience of each of the Hallwood Directors is set
forth below.
Charles A. Crocco, Jr. was elected as a director of the Company
in September 1988. He is a shareholder in the New York City law firm of Crocco
& DeMaio, P.C. He has served as a director of Hallwood, a diversified holding
company, since 1981 and as a director of First Banks America, Inc., a
publicly-held bank holding company, since April 1988.
Anthony J. Gumbiner was elected as a director of the Company in
September 1988. He has served as a director and Chairman of the Board of
Hallwood since 1981 and as Chief Executive Officer of Hallwood since 1984; as
Chairman of Hallwood Holdings S.A., a real estate investment company, since
March 1984; as Chairman of the Board and Chief Executive Officer of the general
partner of Hallwood Energy Partners L.P., a publicly-traded oil and gas limited
partnership, since February 1987; as a director and Chairman of the Board of
Hallwood Realty Corporation, which is the general partner of Hallwood Realty
Partners L.P., a publicly traded real estate limited partnership, since 1990;
and as a director of Hallwood Consolidated Resources Corporation, an oil and
gas company, since May 1992. He is a Solicitor of the Supreme Court of
Judicature of England. On July 22, 1996, Mr. Gumbiner and Hallwood, in order
to avoid the extraordinary time and expense that would be involved in
protracted litigation with the government, agreed to a settlement (the
"Settlement") of a claim by the Commission arising from Hallwood's sale of
approximately 5% of Hallwood's holdings of the Common Stock of the Company
during a four-day period in June 1993. Hallwood made these and other similar
sales pursuant to a pre-planned, long-term selling program begun in December
1992. The Commission asserted in its claim that some, but not all, of
Hallwood's June 1993 sales were improper because, before the sales program was
completed, Hallwood allegedly received non-public information about the
Company. In connection with the Settlement, Hallwood and its affiliates agreed
to be subject to an injunction against any future violations of certain federal
securities laws. Hallwood was also ordered to disgorge $953,125 and to pay
$240,665.60 in pre-judgment interest in connection therewith. In addition, the
Commission alleged that Mr. Gumbiner, as Chairman of the Board and Chief
Executive Officer of Hallwood, failed to take appropriate action to discontinue
Hallwood's sales of the Company's common stock during the four days in question
in 1993. Mr. Gumbiner did not directly conduct the sales, nor did he sell any
shares for his own account or for the account of any trust for which he had the
power to designate the trustee. The Commission assessed a civil penalty of
$477,000 against Mr. Gumbiner as a "control person" of Hallwood which Mr.
Gumbiner paid. Mr. Gumbiner did not admit or deny the allegations made by the
Commission.
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Robert L. Lynch was elected as a director of the Company in
September 1988. He has served as a director and Vice Chairman of Hallwood
since May 1984. He is Chairman of the Board and Chief Executive Officer of
Perpetual Storage, Inc. and has served as a director of that company since
1969.
J. Thomas Talbot was elected as a director of the Company in
September 1988. He served as Chairman of the Board and Chief Executive Officer
of HAL, Inc., Hawaiian Airlines, and West Maui Airport from August 1989 until
July 1991. Mr. Talbot founded Jet America Airlines, Inc., a commercial airline
company, and served as its Chairman from December 1980 until October 1986. Mr.
Talbot has served as a director of Hallwood since 1984; as a director of
Alliance Bancorporation, a bank holding company, since April 1988; as a
director of Fidelity National Financial since April 1991; as a director of The
Baldwin Company and the Koll Real Estate Group, Inc. since June 1993; and as a
director of Hemmeter Enterprises, Inc. since October 1993.
Brian M. Troup was elected as a director of the Company in
September 1988. He has served as a director of Hallwood since 1981 and as
President and Chief Operating Officer of Hallwood since April 1986; as a
director of Hallwood Holdings S.A. since March 1984; as a director of the
general partner of Hallwood Energy Partners, L.P. since May 1984; as a director
of Hallwood Realty Corporation since 1990 and as a director of Hallwood
Consolidated Resources Corporation since May 1992. He is an associate of the
Institute of Bankers in Scotland and a member of the Society of Investment
Analysts in the United Kingdom.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
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(c) Exhibits
Not Applicable.
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SIGNATURE
Pursuant to the requirements 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.
SHOWBIZ PIZZA TIME, INC.
March 19, 1997 By: /s/ Michael H. Magusiak
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Michael H. Magusiak
President
