-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MU8LaxAGtt4zvYLe+AXEAO1gFUoTOeQOtt6HcKrB6DfBkBa1vK4VB2zSejq4Bzv8 YmxsRvmCcDxfgkMSWLgesw== 0000893750-01-000063.txt : 20010124 0000893750-01-000063.hdr.sgml : 20010124 ACCESSION NUMBER: 0000893750-01-000063 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010123 GROUP MEMBERS: AOL TIME WARNER INC GROUP MEMBERS: TIME WARNER COMPANIES, INC. GROUP MEMBERS: TIME WARNER INC. GROUP MEMBERS: WARNER COMMUNICATIONS INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CEC ENTERTAINMENT INC CENTRAL INDEX KEY: 0000813920 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 480905805 STATE OF INCORPORATION: KS FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-39153 FILM NUMBER: 1513039 BUSINESS ADDRESS: STREET 1: PO BOX 152077 STREET 2: 4441 W AIRPORT FREEWAY CITY: IRVING STATE: TX ZIP: 75015 BUSINESS PHONE: 2142588507 MAIL ADDRESS: STREET 1: PO BOX 152077 CITY: IRVING STATE: TX ZIP: 75015 FORMER COMPANY: FORMER CONFORMED NAME: SHOWBIZ PIZZA TIME INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AOL TIME WARNER INC CENTRAL INDEX KEY: 0001105705 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 75 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10019 MAIL ADDRESS: STREET 1: 75 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 4)* CEC ENTERTAINMENT INC. (formerly known as Showbiz Pizza Time, Inc.) ------------------------------------------- (Name of Issuer) CLASS A PREFERRED STOCK, par value $60.00 per share --------------------------------------------------- (Title of Class of Securities) 825 388200 ---------- (CUSIP Number) Paul T. Cappuccio, Executive Vice President, General Counsel & Secretary AOL Time Warner Inc. 75 Rockefeller Plaza New York, New York 10019 (212) 484-8000 --------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 11, 2001 ---------------- (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(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box /_/. SCHEDULE 13D CUSIP No. 825 388200 Page 2 of 27 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AOL Time Warner Inc. IRS No. 13-4099534 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a /_/ b /_/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not Applicable (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED /_/ PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 8 SHARED VOTING POWER BENEFICIALLY 16,011 (See Item 5) OWNED BY 9 SOLE DISPOSITIVE POWER EACH 10 SHARED DISPOSITIVE POWER REPORTING 16,011 (See Item 5) PERSON WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 16,011 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES /_/ CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 33.2% 14 TYPE OF REPORTING PERSON* HC *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 825 388200 Page 3 of 27 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Time Warner Inc. IRS. No. 13-3527249 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a/_/ b/_/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not Applicable (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED /_/ PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 8 SHARED VOTING POWER BENEFICIALLY 16,011 (See Item 5) OWNED BY 9 SOLE DISPOSITIVE POWER EACH 10 SHARED DISPOSITIVE POWER REPORTING 16,011 (See Item 5) PERSON WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 16,011 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /_/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 33.2% 14 TYPE OF REPORTING PERSON* HC *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 825 388200 Page 4 of 27 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Time Warner Companies, Inc. IRS. No. 13-1388520 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a/_/ b/_/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED /_/ PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 8 SHARED VOTING POWER BENEFICIALLY 16,011 (See Item 5) OWNED BY 9 SOLE DISPOSITIVE POWER EACH 10 SHARED DISPOSITIVE POWER REPORTING 16,011 (See Item 5) PERSON WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 16,011 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /_/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 33.2% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 825 388200 Page 5 of 27 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Warner Communications Inc. IRS No. 13-2696809 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a/_/ b/_/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED /_/ PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 8 SHARED VOTING POWER BENEFICIALLY 16,011 (See Item 5) OWNED BY 9 SOLE DISPOSITIVE POWER EACH 10 SHARED DISPOSITIVE POWER REPORTING 16,011 (See Item 5) PERSON WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 16,011 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /_/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 33.2% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 6 of 27 AOL Time Warner Inc., a Delaware corporation ("AOL Time Warner"), and its wholly owned subsidiaries, Time Warner Inc., a Delaware corporation ("Time Warner"), Time Warner Companies, Inc., a Delaware corporation ("TWC"), and Warner Communications Inc., a Delaware corporation ("WCI") (collectively, the "Reporting Persons"), hereby amend and supplement the statement on Schedule 13D dated October 10, 1996, as amended, relating to the Class A Preferred Stock ("CEC Preferred Stock") of CEC Entertainment Inc. ("CEC"), originally filed by Time Warner, TWC, WCI and TWI Ventures Ltd., a Delaware corporation ("TWI Ltd.") with the Securities and Exchange Commission. Pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and the Joint Filing Agreement filed as Exhibit D hereto, the Reporting Persons have agreed to file one statement on Schedule 13D with respect to their ownership of CEC Preferred Stock. The joint statement on Schedule 13D of the Reporting Persons, as amended and supplemented, is hereinafter referred to as the "Statement". This amendment to the Statement is being filed solely to reflect the combination (the "AOL Holding Company Transaction") on January 11, 2001 of Page 7 of 27 America Online, Inc. ("AOL") and Time Warner, in connection with which (1) each of AOL and Time Warner became a wholly owned subsidiary of AOL Time Warner and (2) AOL Time Warner became the ultimate beneficial owner of the CEC Preferred Stock held of record by WCI, an indirect wholly owned subsidiary of AOL Time Warner. Unless otherwise indicated, capitalized terms used but not defined herein have the meanings assigned to them in the Statement. Item 1. Security and Issuer. ------------------- Item 1 is hereby amended in its entirety to read as follows: "This Statement relates to the Class A Preferred Stock, par value $60.00 per share ("CEC Preferred Stock"), of CEC Entertainment Inc. (formerly known as Showbiz Pizza Time Inc.) (the "Issuer" or "CEC"), a Kansas corporation, whose principal executive offices are located at 4441 West Airport Freeway, Irving, Texas 75062. Any reference to Showbiz in the Statement should be read to mean "CEC"." Item 2. Identity and Background. ----------------------- Item 2 is hereby amended in its entirety to read as follows: "This Statement is being filed by AOL Time Warner Inc. ("AOL Time Warner"), a Delaware corporation, having its principal executive offices at 75 Rockefeller Plaza, New York, New York 10019, Time Warner Inc., a Delaware corporation, having its principal executive offices at 75 Rockefeller Plaza, New York, NY 10019, Time Warner Companies, Inc. ("TWC"), a Delaware corporation, having its principal executive offices at 75 Page 8 of 27 Rockefeller Plaza, New York, NY 10019, and Warner Communications Inc. ("WCI"), a Delaware corporation, having its principal executive offices at 75 Rockefeller Plaza, New York, New York 10019. Time Warner is a direct wholly owned subsidiary of AOL Time Warner; TWC is a direct wholly owned subsidiary of Time Warner; and WCI is a direct wholly owned subsidiary of TWC. AOL Time Warner is the first internet powered media and communications company. Its business interests include: interactive services, cable systems, publishing, music, networks and filmed entertainment. Substantially all of AOL Time Warner's interests in filmed entertainment, most of its interests in cable systems and a substantial portion of its interests in networks are held through Time Warner Entertainment Company, L.P. ("TWE"), a Delaware limited partnership in which AOL Time Warner, has a majority interest. Time Warner, a wholly owned subsidiary of AOL Time Warner, is a holding company with the same business interests as AOL Time Warner, except it does not have an ownership interests in the interactive services businesses operated by AOL Time Warner's wholly owned subsidiary, America Online, Inc. TWC, a wholly owned subsidiary of Time Warner, is a holding company with the same interests in cable systems, publishing, music, networks and filmed entertainment. WCI, a wholly owned subsidiary of TWC, is a holding company that holds partnership interests in TWE and substantially all of the music businesses of AOL Time Warner conducted under the umbrella name of Warner Music Group Inc. Page 9 of 27 The name, business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of each director and executive officer of the Reporting Persons is set forth in Annexes A, B, C, and D hereto and is incorporated herein by reference. None of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the persons listed in Annexes A, B , C, or D hereto has been convicted during the last five years in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such corporation or person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. Each of the persons listed in Annexes A, B, C, and D hereto is a United States citizen." Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- Item 3 is hereby amended to incorporate the following as the last three paragraphs thereof: "On December 31, 1999, TWI Ltd. was merged into WCI and WCI was the surviving entity. As a result, WCI became the registered owner of the shares of CEC Preferred Stock that were registered in the name of TWI Ltd. Page 10 of 27 On January 11, 2001, the AOL Holding Company Transaction was consummated pursuant to the Second Amended and Restated Agreement and Plan of Merger, dated as of January 10, 2000, among AOL Time Warner, AOL, Time Warner, America Online Merger Sub Inc., a wholly owned subsidiary of AOL Time Warner ("AOL Merger Sub") and Time Warner Merger Sub Inc., a wholly owned subsidiary of AOL Time Warner ("TW Merger Sub"). Pursuant thereto AOL Merger Sub was merged into AOL and TW Merger Sub was merged into Time Warner (collectively, the "Mergers") and as a result, AOL and Time Warner each became a wholly owned subsidiary of AOL Time Warner. In addition, upon consummation of the merger (i) each outstanding share of AOL Common Stock was automatically converted into one share of AOL Time Warner Common Stock, (ii) each outstanding share of Time Warner Common Stock was automatically converted into 1.5 shares of AOL Time Warner Common Stock and (iii) each outstanding share of Time Warner Series LMCN-V Common Stock was automatically converted into 1.5 shares of AOL Time Warner Series LMCN-V Common Stock having terms substantially identical to those of the Time Warner Series LMCN-V Common Stock. As a result of the AOL Holding Company Transaction, AOL Time Warner became the ultimate beneficial owner of the CEC Preferred Stock reported herein." Item 4. Purpose of Transaction. ---------------------- Item 4 is hereby amended by deleting the third, fourth and fifth paragraphs thereof and adding the following as the third, fourth, fifth and sixth paragraphs. Page 11 of 27 "On December 31, 1999, TWI Ltd. was merged into WCI with WCI being the surviving entity. As a result, WCI became the registered owner of the shares of CEC Preferred Stock that were registered in the name of TWI Ltd. As described in Item 3 above, AOL Time Warner became the ultimate beneficial owner of the CEC Preferred Stock as a result of the consummation of the AOL Holding Company Transaction. AOL Time Warner, Time Warner, TWC and WCI intend to review and evaluate their investment in CEC from time to time. On the basis of such review and evaluation, AOL Time Warner, Time Warner, TWC and WCI may acquire additional CEC securities from time to time in market transactions or otherwise or may dispose of some or all of their holdings of CEC securities from time to time in market transactions or otherwise. Other than as described above, none of AOL Time Warner, Time Warner, TWC or WCI has any current plans or proposals that relate to or would result in (i) the acquisition or disposition of securities of CEC; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving CEC or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of CEC or any of its subsidiaries; (iv) any change in the present board of directors or management of CEC, including any current plans or proposals to change the number or term of directors or to fill any Page 12 of 27 existing vacancies on the board of directors of CEC; (v) any material change in the present capitalization or dividend policy of CEC; (vi) any other material change in CEC's business or corporate structure; (vii) changes in CEC's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of CEC by any person; (viii) causing a class of securities of CEC to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) causing a class of equity securities of CEC to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (x) any action similar to any of those enumerated in clauses (i) through (ix) of this sentence." Item 5. Interest in Securities of the Issuer. ------------------------------------ Item 5 is hereby amended by deleting the fifth and sixth paragraphs thereof and adding the following as the fifth, sixth, seventh and eighth paragraphs thereof. "On December 31, 1999, TWI Ltd. was merged into WCI and WCI was the surviving entity. As a result, WCI became the registered owner of the shares of CEC Preferred Stock that were registered in the name of TWI Ltd. On January 11, 2001, in connection with the AOL Holding Company Transaction described in Item 3 above, Time Warner became a direct wholly owned subsidiary of AOL Time Warner. As a result, AOL Time Warner acquired beneficial Page 13 of 27 ownership of the CEC securities beneficially owned by Time Warner. AOL Time Warner, Time Warner, TW and WCI may be deemed to have shared power to direct the voting and disposition of the 16,011 shares of CEC Preferred Stock registered in the name of WCI. As of May 4, 2000, there were outstanding 48,202 shares of CEC Preferred Stock. In accordance with the provisions of Rule 13d-3(d)(1)(i) under the Act, the 16,011 shares of CEC Preferred Stock registered in the name of WCI, as successor by merger to TWI Ltd. and deemed to be beneficially owned by AOL Time Warner, Time Warner, TWC and WCI, represent approximately 33.2% of the outstanding shares of CEC Preferred Stock. Except as described above, none of AOL Time Warner, Time Warner, TWC or WCI is aware of any beneficial ownership by, or any transaction within 60 Page 14 of 27 days before the filing of this Statement in, any shares of CEC Preferred Stock by AOL Time Warner, Time Warner, TWC or WCI or any person listed in Annexes A, B , C, or D hereto." Items (d) and (e) are not applicable. Item 7. Material to be filed as Exhibits -------------------------------- (A single asterisk denotes that the document has been previously filed.) Item 7 is hereby amended to add Exhibits D as follows: Exhibit D Joint filing Agreement among AOL Time Warner, Time Warner, TWC and WCI. Page 15 of 27 SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct. Date: January 22, 2001 AOL TIME WARNER INC. BY: /s/ J.Michael Kelly Name: J. Michael Kelly Title: Executive Vice President and Chief Financial Officer TIME WARNER INC. BY: /s/ Spencer B. Hays Name: Spencer B. Hays Title: Senior Vice President TIME WARNER COMPANIES, INC. BY: /s/ Spencer B. Hays Name: Spencer B. Hays Title: Senior Vice President WARNER COMMUNICATIONS INC. BY: /s/ Spencer B. Hays Name: Spencer B. Hays Title: Vice President Page 16 of 27 ANNEX A The following is a list of the directors and executive officers of AOL Time Warner Inc. ("AOL Time Warner"), setting forth the business address and present principal occupation or employment (and the name, principal business and address of any corporation or organization in which such employment is conducted) of each such person. To the best knowledge of AOL Time Warner, each person is a citizen of the United States of America. Directors Principal Occupation or Name Office Employment and Address - ---- ------ ----------------------- Daniel F. Akerson Director Chairman of the Board and Chief Executive Officer, XO Communications, Inc. 1505 Farm Credit Drive McLean, VA 22101 (a broadband and communications company) James L. Barksdale Director Partner, The Barksdale Group c/o AOL Time Warner* (a venture capital firm) Stephen F. Bollenbach Director President and Chief Financial Officer, Hilton Hotels Corporation 9336 Civic Center Drive Beverly Hills, CA 90210 (hotel ownership and management) Stephen M. Case Director and Chairman, AOL Chairman Time Warner* *The business address of AOL Time Warner, Time Warner, TWC and WCI is 75 Rockefeller Plaza, New York, NY 10019 Page 17 of 27 Principal Occupation or Name Office Employment and Address - ---- ------ ------------------------ Frank J. Caufield Director Partner, Kleiner Perkins Caufield & Byers 4 Embarcadero Center San Francisco, CA 94025 (a venture capital partnership) Miles R. Gilburne Director Director, AOL Time Warner* Carla A. Hills Director Chairman and Chief Executive Officer Hills & Company 1200 19th Street, NW Washington, DC 20036 (international trade and investment consultants) Gerald M. Levin Director and Chief Executive Chief Executive Officer, AOL Time Warner* Officer Reuben Mark Director Chairman and Chief Executive Officer Colgate-Palmolive Company 300 Park Avenue New York, NY 10022 (consumer products) *The business address of AOL Time Warner, Time Warner, TWC and WCI is 75 Rockefeller Plaza, New York, NY 10019 Page 18 of 27 Principal Occupation or Name Office Employment and Address - ---- ------ ----------------------- Michael A. Miles Director Former Chairman and Chief Executive Officer of Philip Morris Companies Inc., Director Of various companies Three Lakes Drive Northfield, IL 60093 Kenneth J. Novack Director and Vice Chairman, Vice Chairman AOL Time Warner* Richard D. Director Co-Chief Operating Parsons and Co-Chief Officer, AOL Time Warner* Operating Officer Robert W. Pittman Director and Co-Chief Operating Co-Chief Operating Officer, AOL Time Warner* Officer Franklin D. Raines Director Chairman and Chief Executive Officer Fannie Mae 3900 Wisconsin Avenue NW Washington, DC 20016-28016 (a non-banking financial services company) R. E. Director, Vice Chairman and Senior Turner Vice Chairman Advisor, AOL Time Warner* and Senior Advisor *The business address of AOL Time Warner, Time Warner, TWC and WCI is 75 Rockefeller Plaza, New York, NY 10019 Page 19 of 27 Principal Occupation or Name Office Employment and Address - ---- ------ ----------------------- Francis T. Director Chairman of Vincent, Jr. Vincent Enterprises (private investor), and Director of Various Companies 300 First Stamford Place Stamford, CT 06902 Executive Officers - ------------------ Richard J. Bressler Executive Executive Vice President Vice President Paul T. Cappuccio Executive Vice Executive Vice President, President, General Counsel and General Counsel Secretary, and Secretary AOL Time Warner* David Colburn Executive Vice Executive Vice President, President AOL Time Warner* J. Michael Kelly Executive Vice Executive Vice President President and and Chief Financial Chief Financial Officer, AOL Time Officer Warner* Kenneth B. Lerer Executive Vice Executive Vice President President, AOL Time Warner* *The business address of AOL Time Warner, Time Warner, TWC and WCI is 75 Rockefeller Plaza, New York, NY 10019 Page 20 of 27 Principal Occupation or Name Office Employment and Address - ---- ------ ----------------------- William J. Raduchel Executive Vice Executive Vice President President and and Chief Technology Chief Technology Officer, AOL Time Officer Warner* Mayo S. Stuntz, Jr. Executive Vice Executive Vice President President, AOL Time Warner* George Executive Vice Executive Vice President Vradenburg, III President for Global for Global and Strategic and Strategic Policy, AOL Time Warner* Policy *The business address of AOL Time Warner, AOL Time Warner Investment Corporation, Time Warner, TWC and WCI is 75 Rockefeller Plaza, New York, NY 10019 Page 21 of 27 ANNEX B The following is a list of the directors and executive officers of Time Warner Inc. ("Time Warner"), setting forth the business address and present principal occupation or employment (and the name, principal business and address of any corporation or organization in which such employment is conducted) of each such person. To the best knowledge of Time Warner, each person is a citizen of the United States of America. Directors and Executive Officers - -------------------------------- Principal Occupation or Name Office Employment and Address - ---- ------ ----------------------- Paul T. Cappuccio Director and Executive Vice Executive President, General Vice President, Counsel and Secretary, General Counsel AOL Time Warner* and Secretary Spencer B. Hays Director, Senior Vice President and Senior Vice Deputy General Counsel, President and AOL Time Warner* Deputy General Counsel Thomas W. McEnerney Director, Vice President and Vice President Associate General and Associate Counsel, AOL Time Warner* General Counsel Richard J. Bressler Executive Executive Vice President, Vice President AOL Time Warner* Stephen M. Case Chairman Chairman, AOL Time Warner* *The business address of AOL Time Warner, Time Warner, TWC and WCI is 75 Rockefeller Plaza, New York, NY 10019 Page 22 of 27 Principal Occupation or Name Office Employment and Address - ---- ------ ----------------------- David Colburn Executive Vice Executive Vice President, President AOL Time Warner* J. Michael Kelly Executive Vice Executive Vice President President and and Chief Financial Chief Financial Officer, Officer AOL Time Warner* Kenneth B. Lerer Executive Vice Executive Vice President President, AOL Time Warner* Gerald M. Levin Chief Executive Chief Executive Officer Officer, AOL Time Warner* Kenneth J. Novack Vice Chairman Vice Chairman, AOL Time Warner* Richard D. Co-Chief Co-Chief Operating Parsons Operating Officer Officer, AOL Time Warner* Robert W. Pittman Co-Chief Co-Chief Operating Operating Officer Officer, AOL Time Warner* William J. Raduchel Executive Vice Executive Vice President President and Chief Technology Officer, AOL Time Warner* *The business address of AOL Time Warner, Time Warner, TWC and WCI is 75 Rockefeller Plaza, New York, NY 10019 Page 23 of 27 Principal Occupation or Name Office Employment and Address - ---- ------ ----------------------- Mayo S. Stuntz, Jr. Executive Vice Executive Vice President, President AOL Time Warner* R. E. Vice Chairman Vice Chairman and Senior Turner and Senior Advisor Advisor, AOL Time Warner* George Executive Vice Executive Vice President Vradenburg, III President for Global and Strategic Policy, AOL Time Warner* *The business address of AOL Time Warner, Time Warner, TWC and WCI is 75 Rockefeller Plaza, New York, NY 10019 Page 24 of 27 ANNEX C The following is a list of the directors and executive officers of Time Warner Companies, Inc. ("TWC"), setting forth the business address and present principal occupation or employment (and the name, principal business and address of any corporation or organization in which such employment is conducted) of each such person. To the best knowledge of TWC each person is a citizen of the United States of America. Principal Occupation or Name Office Employment and Address - ---- ------ ----------------------- Richard J. Director and Executive Vice President, Bressler Executive Vice AOL Time Warner* President Paul T. Cappuccio Director and Executive Vice President, Executive Vice General Counsel and President, General Secretary, AOL Time Warner Counsel and Secretary Richard D. Director and Co-Chief Operating Parsons Co-Chief Operating Officer, AOL Time Warner* Officer Stephen M. Case Chairman Chairman, AOL Time Warner* *The business address of AOL Time Warner, Time Warner, TWC and WCI is 75 Rockefeller Plaza, New York, NY 10019 Page 25 of 27 Principal Occupation or Name Office Employment and Address - ---- ------ ----------------------- David Colburn Executive Vice Executive Vice President President, AOL Time Warner* J. Michael Kelly Executive Vice Executive Vice President President and and Chief Financial Chief Financial Officer, AOL Time Warner* Officer Kenneth B. Lerer Executive Vice Executive Vice President, President AOL Time Warner* Gerald M. Levin Chief Executive Chief Executive Officer, Officer AOL Time Warner* Kenneth J. Novack Vice Chairman Vice Chairman, AOL Time Warner* Richard D. Co-Chief Co-Chief Operating Parsons Operating Officer Officer, AOL Time Warner* Robert W. Pittman Co-Chief Co-Chief Operating Operating Officer Officer, AOL Time Warner* William J. Raduchel Executive Vice Executive Vice President President and Chief Technology Officer, AOL Time Warner* Mayo S. Stuntz, Jr. Executive Vice Executive Vice President, President AOL Time Warner* Page 26 of 27 Principal Occupation or Name Office Employment and Address - ---- ------ ----------------------- R. E. Vice Chairman Vice Chairman and Senior Turner and Senior Advisor Advisor, AOL Time Warner* George Executive Vice Executive Vice President Vradenburg, III President for Global and Strategic Policy, AOL Time Warner* *The business address of AOL Time Warner, Time Warner, TWC and WCI is 75 Rockefeller Plaza, New York, NY 10019 Page 27 of 27 ANNEX D The following is a list of the directors and executive officers of Warner Communications Inc. ("WCI"), setting forth the business address and present principal occupation or employment (and the name, principal business and address of any corporation or organization in which such employment is conducted) of each such person. To the best knowledge of WCI, each person is a citizen of the United States of America. Principal Occupation or Name Office Employment and Address - ---- ------ ----------------------- Richard J. Director and Executive Vice President, Bressler Executive Vice AOL Time Warner* President Gerald M. Director and Chief Chief Executive Officer, Levin Executive Officer AOL Time Warner* Richard D. Director Co-Chief Operating Parsons and Co-Chief Officer, AOL Time Warner* Operating Officer *The business address of AOL Time Warner, Time Warner, TWC and WCI is 75 Rockefeller Plaza, New York, NY 10019 EXHIBIT D JOINT FILING AGREEMENT AOL Time Warner Inc., Time Warner Inc., Time Warner Companies, Inc. and Warner Communications Inc., each hereby agrees, in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934 (the "Act"), as amended, that the Amended Statement on Schedule 13D filed herewith, and any amendments thereto, relating to the shares of Class A Preferred Stock, par value $60.00 per share, of CEC Entertainment Inc., is, and will be, filed jointly on behalf of each such person. Dated: January 22, 2001 AOL TIME WARNER INC. BY: /s/ J.Michael Kelly Name: J. Michael Kelly Title: Executive Vice President and Chief Financial Officer TIME WARNER INC. BY: /s/ Spencer B. Hays Name: Spencer B. Hays Title: Senior Vice President TIME WARNER COMPANIES, INC. BY: /s/ Spencer B. Hays Name: Spencer B. Hays Title: Senior Vice President WARNER COMMUNICATIONS INC. BY: /s/ Spencer B. Hays Name: Spencer B. Hays Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----