Dave & Buster's Announces Officer and Director Changes in Letter to Shareholders.Business Editors DALLAS--(BUSINESS WIRE)--April 10, 2003 Peter Edison Named Independent Chairman; Buster Corley to Serve as Ceo; Dave Corriveau to Serve as President; Majority of the Board to Be Independent Dave Corriveau and Buster Corley, co-founders of Dave & Buster's Inc. (NYSE NYSE See: New York Stock Exchange :DAB (Digital Audio Broadcasting) The digital radio standard in most countries except for the U.S., which uses iBiquity's HD Radio, and Japan, which uses Terrestrial Integrated Services Digital Broadcasting (ISDB-T). ), today sent the following letter to shareholders: Dear Fellow Dave & Buster's Shareholders: Twenty years TWENTY YEARS. The lapse of twenty years raises a presumption of certain facts, and after such a time, the party against whom the presumption has been raised, will be required to prove a negative to establish his rights. 2. ago, our dream was to invent a new concept that would combine serious food and outrageous fun in a large, friendly and safe environment. We wanted to put together a great team of people to power a profitable concept with a broad range of customer appeal and build it into a strong national brand. We also wanted to build a great company that would stand the test of time. These goals still stand. But a few things have changed. The economy is tougher. America is at war. Public companies are now subject to more stringent governance rules in light of high profile situations where lax LAX - LAnguage eXample. A toy language used to illustrate compiler design. ["Compiler Construction", W.M. Waite et al, Springer 1984]. board oversight of major corporations let shareholders down. We are committed to adapt - both individually and as a company - in order to reshape Dave & Buster's, Inc. so it can thrive. As you are aware, our Board of Directors is making a number of governance changes, in part to comply with new Securities and Exchange Commission and New York Stock Exchange New York Stock Exchange (NYSE) World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City. regulations. We want to go beyond these requirements with the goal of ranking among the best in class. We are serious about being a leader in the area of corporate governance Corporate Governance The relationship between all the stakeholders in a company. This includes the shareholders, directors, and management of a company, as defined by the corporate charter, bylaws, formal policy, and rule of law. . After months of consideration, we unveiled the first phase of our work a few weeks ago when we announced the creation of a Nominating and Corporate Governance Board Committee and a lead director. Now we are ready to discuss phase two of our governance initiatives. And as before, we wanted to communicate these important changes directly to you. -- Separation of Chairman and CEO roles and appointment of outside Independent Chairman. Peter Edison has been named Chairman of the Board of Directors, effective immediately. He has been a member of Dave & Buster's Board of Directors since 1995 and was recently named Chairman of the Board's newly formed Nominating and Corporate Governance Committee. -- Separation of titles for Dave Corriveau and Buster Corley. Buster Corley has been named Chief Executive Officer and Dave Corriveau has been named President. Previously we held co-chief executive titles. Buster Corley will continue to hold the chief operating officer Chief Operating Officer (COO) The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president. title. Some people may be surprised that we would agree to step down as co-chairmen in the name of good governance The terms governance and good governance are increasingly being used in development literature. Governance describes the process of decision-making and the process by which decisions are implemented (or not implemented). . After all, this is the company that bears our names. We feel it is much more a beginning than an end, however, because it is emblematic em·blem·at·ic or em·blem·at·i·cal adj. Of, relating to, or serving as an emblem; symbolic. [French emblématique, from Medieval Latin embl of our desire to step boldly into the future, overseen by an outstanding, empowered, independent Board of Directors. We remain fully committed (Law) committed to prison for trial, in distinction from being detained for examination. See also: Fully to managing the business. There are a few other notable changes: -- Majority of independent directors will make up Board. The Board is in the process of identifying new independent directors with significant corporate finance backgrounds to join the Board, bringing the number of independent Board members to a majority representation. Having new independent directors will also ensure that three key Board committees - Audit, Compensation, and Nominating and Corporate Governance - will be constituted entirely of independent outsiders. We will be reporting to you on these new individuals soon. -- Key Board committees now have individual charters that will be publicly available. Our Audit, Compensation, and Nominating and Corporate Governance Committees now have separate detailed charters that ensure greater independence. These will be made public shortly on our website and will be published in our upcoming proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. . -- Director Walter Henrion will retire as of the annual meeting. Mr. Henrion, who has served as a director since 1995, will not run for election again this year. These changes, combined with our earlier governance initiatives, will demonstrate our seriousness about reinventing ourselves as a leader on the corporate governance front. Good governance is the right foundation; but it builds an empty house if it doesn't result in improved results and a higher stock price. We know there is a significant amount of work to be done as we adapt to a strategy of slower but more profitable growth. To accomplish this, we are moving forward with our plan to optimize optimize - optimisation the performance of each one of our stores to ensure we provide our guests with an experience of the highest quality at the greatest efficiency. This operational efficiency plan began in mid-year 2001, and will continue into 2004. We recently took four important steps that have made a real difference in this regard: -- Late last year, we took a reduction in force at the store level, reducing both hourly and management staff, thereby reducing store labor costs by a projected $3.3 million annually. -- During the same time, we took a reduction in force at the corporate level that we believe will save us an additional $1.8 million on an annualized annualized Of or relating to a variable that has been mathematically converted to a yearly rate. Inflation and interest rates are generally annualized since it is on this basis that these two variables are ordinarily stated and compared. basis. -- We are undertaking a thorough examination of all our operations to identify efficiencies and cost savings. As part of this, we engaged PriceWaterhouseCoopers to review our purchasing functions. We expect that as we implement the recommendations of this study, we can achieve a $2 to $3 million annualized cost savings by increased efficiency, leveraging our purchasing power Purchasing Power 1. The value of a currency expressed in terms of the amount of goods or services that one unit of money can buy. Purchasing power is important because, all else being equal, inflation decreases the amount of goods or services you'd be able to purchase. 2. , and removing any duplication duplication /du·pli·ca·tion/ (doo-pli-ka´shun) 1. the act or process of doubling, or the state of being doubled. 2. in this effort. -- We have revisited our labor scheduling methods at the store level and have made improvements, which we believe will make this a more efficient process. We expect to achieve savings in the $3 to $4 million range on an annualized basis by reducing overtime and more efficiently staffing the stores. We expect these four actions alone to result in $10 to $11 million of annualized savings on our expense side, and we believe they are making us a more efficient company. And, while these steps were born out of the challenges of the current economy, we view them as systemic enhancements that will have long-term effects to strengthen Dave & Buster's, allowing us to provide the same unique experience to our guests both more efficiently and effectively. While we have aggressively pursued opportunities to make Dave & Buster's more efficient, we have not lost sight of what draws our guests back to our stores again and again: our unique ability to provide great food and entertainment in a one-of-a-kind setting. While we have taken new steps to control costs, we are also updating our amusement offerings, the heart of our distinctive entertainment concept. In addition, throughout 2003, we will be introducing a range of innovative programs intended to increase sales, including new games, special value promotions, and enhanced marketing efforts. As part of these efforts, we will be giving additional emphasis to local store public relations public relations, activities and policies used to create public interest in a person, idea, product, institution, or business establishment. By its nature, public relations is devoted to serving particular interests by presenting them to the public in the most and marketing by targeting our core business -- the local, repeat guests-- while continuing to attract new patrons to our stores. Simply put, D&B's current operating plan is to significantly reduce costs and aggressively reduce debt while maintaining the high quality products and the high level of guest satisfaction for which our brand is known. We are prudently reinvesting in our stores, our products and our people to preserve the core strengths that have sustained the D&B concept now for over 20 years. We are 100 percent focused on the task at hand. To this end, after discussions with the Board Compensation Committee, we have both agreed to a 20 percent base salary cut for fiscal 2003. We will have the ability to make up that amount only if the Company achieves specific earnings per share targets. In this way an even greater amount of our compensation is at risk. While we already each own a significant amount of Dave & Buster's stock, this move further aligns our interest with you as shareholders. In closing, we are energized and excited about the opportunities at hand. As always, our goal is to build and deliver value for our shareholders. We believe we have the in-the-trenches experience and comprehensive business plan to do so. Most important, we have the team, the drive and the commitment to keep this Company on course for many successful decades to come. Sincerely, Dave Corriveau President Buster Corley Chief Executive Officer About Dave & Buster's Celebrating over 20 years of operations, Dave & Buster's was founded in 1982 and is one of the country's leading upscale, restaurant/entertainment concepts, with 32 Dave & Buster's locations throughout the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. . Additionally, Dave & Buster's has international agreements for the Pacific Rim Pacific Rim, term used to describe the nations bordering the Pacific Ocean and the island countries situated in it. In the post–World War II era, the Pacific Rim has become an increasingly important and interconnected economic region. , Canada, the Middle East and Mexico. Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. Certain information contained in this press release includes forward-looking statements. Forward-looking statements include statements regarding our expectations, beliefs, intentions, plans, projections, objectives, goals, strategies, future events or performance and underlying assumptions and other statements which are other than statements of historical facts. These statements may be identified, without limitations, by the use of forward looking terminology such as "may," "will," "anticipates," "expects," "projects," "believes," "intends," "should," or comparable terms or the negative thereof. All forward-looking statements included in this press release are based on information available to us on the date hereof here·of adv. Of this. hereof Adverb Formal or law of or concerning this Adv. 1. hereof - of or concerning this; "the twigs hereof are physic" . Such statements speak only as of the date hereof. These statements involve risks and uncertainties that could cause actual results to differ materially from those described in the statements. These risks and uncertainties include, but are not limited to, the following: our ability to open new high-volume restaurant/entertainment complexes; our ability to raise and access sufficient capital in the future; changes in consumer preferences, general economic conditions or consumer discretionary spending; the outbreak or continuation of war or other hostilities involving the United States; potential fluctuation Fluctuation A price or interest rate change. in our quarterly operating result due to seasonality and other factors; the continued service of key management personnel; our ability to attract, motivate and retain qualified personnel; the impact of federal, state or local government regulations relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc our personnel or the sale of food or alcoholic beverages
When a person begins a civil lawsuit, the person enters into a process called litigation. ; the effect of competition in our industry; additional costs associated with compliance with the Sarbanes-Oxley Act See SOX. and related regulations and requirements; and other risk factors described from time to time in our reports filed with the SEC. In connection with its annual meeting, Dave & Buster's, Inc. intends to file with the Securities and Exchange Commission (the "SEC") a proxy statement. A copy of the proxy statement filed with the SEC and notice of meeting will be mailed to the shareholders of Dave & Buster's. Investors and shareholders of Dave & Buster's are urged to read the proxy statement when it becomes available because it will contain important information. When they become available, the proxy statement and any other documents filed with the SEC by Dave & Buster's, may be obtained free of charge at the SEC's web site at www.sec.gov. In addition, investors and shareholders also may obtain free copies of the proxy statement and any other documents filed with the SEC by Dave & Buster's by contacting Dave & Buster's Investor Relations Investor relations The process by which the corporation communicates with its investors. , 2481 Manana ma·ña·na adv. 1. Tomorrow. 2. At an unspecified future time. n. An indefinite time in the future. [Spanish, from Vulgar Latin Drive, Dallas, Texas “Dallas” redirects here. For other uses, see Dallas (disambiguation). The City of Dallas (pronounced [ˈdæl.əs] or [ˈdæl. 75220, 214/904-2288, and on the Company's website at www.daveandbusters.com. Dave & Buster's and its executive officers, directors and nominees for the board of directors may be deemed to be participants in the solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of proxies from stockholders of Dave & Buster's in favor of the proposals to be presented by Dave & Buster's at the annual meeting. Investors and security holders may obtain additional information regarding the interests of such participants by reading the proxy statement when it becomes available. |
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