DAB Holder Newcastle Partners Sends Letter Against Merger
In a 13D/A filing 5.5% holder of Dave & Buster's Inc. (NYSE: DAB) Newcastle Partners delivered a letter to the Issuer (i) objecting to the proposal of the Company to approve the Agreement and Plan of Merger, dated as of December 8, 2005, among the Company, WS Midway Holdings, Inc. and WS Acquisition Sub, Inc., pursuant to which WS Acquisition Sub, Inc. will be merged with and into the
Company, (ii) notifying the Issuer that NP had voted against the Plan of Merger, and (iii) notifying the Issuer that NP intends to make a written demand on the Issuer for payment of full value of its shares pursuant to the appraisal rights provisions of Missouri law.
Copy of Letter:
Dave & Buster's, Inc.
2481 Manana Drive
Dallas, Texas 75220
Attention: Corporate Secretary
Dear Sir:
Cede & Co., the nominee of The Depository Trust Company ("DTC"), is a holder of record of shares of common stock of Dave & Buster's, Inc. (the "Company"). DTC is informed by its Participant, Banc of America Securities LLC (the "Participant"), that on the date hereof 785,600 of such shares (the
"Shares") credited to Participant's DTC account are beneficially owned by Newcastle Partners, L.P. ("Newcastle"), a customer of Participant.
Cede & Co., on behalf of Newcastle, states that on or about January 25, 2006, the Company mailed a Notice of Special Meeting of Stockholders (the "Merger Proxy") requesting, among other things, that the Company's stockholders consider and vote upon a proposal to approve the Agreement and Plan of Merger (the "Plan of Merger"), dated as of December 8, 2005, among the Company, WS Midway Holdings, Inc. and WS Acquisition Sub, Inc., pursuant to which WS Acquisition Sub, Inc. will be merged with and into the Company, and upon the merger becoming effective, each issued and outstanding share of Common Stock of the Company will be converted into the right to receive $18.05 in cash, other
than shares held by stockholders who perfect their appraisal rights under Missouri law, and certain other shares.
Cede & Co., on behalf of Newcastle, as provided in the Merger Proxy and pursuant to Section 351.455 of the Missouri General and Business Corporation Law ("Section 351.455"), hereby (i) objects to the Plan of Merger, (ii) notifies the Company that Newcastle has taken such required action as is necessary to cause its shares to be voted against the Plan of Merger, and (iii) notifies the Company that Newcastle intends to make a written demand on the Company for payment of full value of its shares pursuant to Section 351.455.
While Cede & Co. is furnishing this request as the shareholder of record of the Shares, it does so only at the request of Participant and only as a nominal party for the true party in interest, Newcastle. Cede & Co. has no interest in this matter other than to take those steps which are necessary to ensure that Newcastle is not denied its rights as the beneficial owner of the Shares, and Cede & Co. assumes no further responsibility in this matter.
Please address any correspondence to Newcastle Partners, L.P., Attention: Mark E. Schwarz, telephone (214) 661-7474, facsimile (214) 661-7475 (with a copy to our counsel, Olshan Grundman Frome Rosenzweig & Wolosky LLP, Park Avenue Tower, 65 East 55th Street, New York, New York 10022, Attention: Steven Wolosky, Esq., telephone (212) 451-2333, facsimile (212) 451-2222).
Company, (ii) notifying the Issuer that NP had voted against the Plan of Merger, and (iii) notifying the Issuer that NP intends to make a written demand on the Issuer for payment of full value of its shares pursuant to the appraisal rights provisions of Missouri law.
Copy of Letter:
Dave & Buster's, Inc.
2481 Manana Drive
Dallas, Texas 75220
Attention: Corporate Secretary
Dear Sir:
Cede & Co., the nominee of The Depository Trust Company ("DTC"), is a holder of record of shares of common stock of Dave & Buster's, Inc. (the "Company"). DTC is informed by its Participant, Banc of America Securities LLC (the "Participant"), that on the date hereof 785,600 of such shares (the
"Shares") credited to Participant's DTC account are beneficially owned by Newcastle Partners, L.P. ("Newcastle"), a customer of Participant.
Cede & Co., on behalf of Newcastle, states that on or about January 25, 2006, the Company mailed a Notice of Special Meeting of Stockholders (the "Merger Proxy") requesting, among other things, that the Company's stockholders consider and vote upon a proposal to approve the Agreement and Plan of Merger (the "Plan of Merger"), dated as of December 8, 2005, among the Company, WS Midway Holdings, Inc. and WS Acquisition Sub, Inc., pursuant to which WS Acquisition Sub, Inc. will be merged with and into the Company, and upon the merger becoming effective, each issued and outstanding share of Common Stock of the Company will be converted into the right to receive $18.05 in cash, other
than shares held by stockholders who perfect their appraisal rights under Missouri law, and certain other shares.
Cede & Co., on behalf of Newcastle, as provided in the Merger Proxy and pursuant to Section 351.455 of the Missouri General and Business Corporation Law ("Section 351.455"), hereby (i) objects to the Plan of Merger, (ii) notifies the Company that Newcastle has taken such required action as is necessary to cause its shares to be voted against the Plan of Merger, and (iii) notifies the Company that Newcastle intends to make a written demand on the Company for payment of full value of its shares pursuant to Section 351.455.
While Cede & Co. is furnishing this request as the shareholder of record of the Shares, it does so only at the request of Participant and only as a nominal party for the true party in interest, Newcastle. Cede & Co. has no interest in this matter other than to take those steps which are necessary to ensure that Newcastle is not denied its rights as the beneficial owner of the Shares, and Cede & Co. assumes no further responsibility in this matter.
Please address any correspondence to Newcastle Partners, L.P., Attention: Mark E. Schwarz, telephone (214) 661-7474, facsimile (214) 661-7475 (with a copy to our counsel, Olshan Grundman Frome Rosenzweig & Wolosky LLP, Park Avenue Tower, 65 East 55th Street, New York, New York 10022, Attention: Steven Wolosky, Esq., telephone (212) 451-2333, facsimile (212) 451-2222).
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