-----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, BeguTexeXOA0GFJVWYF7UJAOdlKlvgP75gHrHJfHaDTMY0zQ8DOY1oIIQQQ51I9r 5icDw7W7/V+RCSCha2JfNQ== 0001013176-01-500060.txt : 20010627 0001013176-01-500060.hdr.sgml : 20010627 ACCESSION NUMBER: 0001013176-01-500060 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010524 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DAVE & BUSTERS INC CENTRAL INDEX KEY: 0000943823 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 431532756 STATE OF INCORPORATION: MO FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-46733 FILM NUMBER: 1646862 BUSINESS ADDRESS: STREET 1: 2481 MANANA DRIVE CITY: DALLAS STATE: TX ZIP: 75220 BUSINESS PHONE: 2143579588 MAIL ADDRESS: STREET 1: 2481 MANANA DR CITY: DALLAS STATE: TX ZIP: 75220 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HARBER LACY J CENTRAL INDEX KEY: 0001044735 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ROUTE 2 BOX 49Y CITY: DENNISON STATE: TX ZIP: 75020 BUSINESS PHONE: 9034656937 MAIL ADDRESS: STREET 1: ROUTE 2 BOX 49Y CITY: DENNISON STATE: TX ZIP: 75020 SC 13D/A 1 ppdb13d.txt DAVE & BUSTER'S INC. SCHEDULE 13D AM. 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7) Dave & Busters, Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 23833N104 (CUSIP Number) Lacy J. Harber LJH, Ltd. 377 Neva Lane Denison, Texas 75020 (903) 465-6937 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 30, 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 240.13d- 1(e),240.13d-1(f) or 240.13d-1(g), check the following box. [ ] The remainder of this cover page shall be filed out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 23833N104 Schedule 13D Page 2 of 5 Pages - --------------------------------------------------------------------- 1 NAME OF REPORTING PERSON and S.S. OR I.R.S. INDENTIFICATION NO. Lacy J. Harber ###-##-#### - --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ](b) [ ] - --------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 1,000,000 shares BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -0- shares EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,000,000 shares PERSON 10 SHARED DISPOSITIVE POWER WITH -0- shares - ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000,000 - ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.72% - ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------- CUSIP NO. 23833N104 Schedule 13D Page 3 of 5 Pages - ------------------------------------------------------------------- Item 1. Security and Issuer Title of Class of Equity Securities: Common Stock, $0.01 par value per share Issuer: Dave & Busters, Inc. 2481 Manana Drive Dallas, Texas 75220 Item 2. Identity and Background Lacy J. Harber is the President and sole shareholder of DLH Management, LLC ("DLH"), the General Partner of LJH, Ltd. ("LJH"), which is the record holder of the Securities reported herein. LJH Corporation was converted into LJH, Ltd. effective August 1, 2000. The principal business of LJH is investments and its business address is 2249 South Treadaway Blvd, Abilene, Texas, 79602. The principal occupation of Lacy J. Harber is self- employed investor and serving as President of DLH. Lacy J. Harber is a citizen of the United States of America. During the last five years, neither DLH, LJH or Lacy J. Harber have been convicted 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 and as a result of such proceeding 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. Item 3. Source and Amount of Funds or Other Consideration Working capital was generated in open market transactions at various prices and in varying amounts since February 16, 2000, bringing the total remaining investment for 1,000,000 shares to $6,639,801. Item 4. Purpose of Transaction Lacy J. Harber sold through LJH the shares of Common Stock of the Issuer reported herein in the normal course of business and subject to the conditions set forth below, reserves the right to make additional purchases or sales of the Common Stock in the future. As the primary goal of the Reporting Person is to maximize the value of this investment, additional transactions will depend on various factors, including, without limitation, the price of the Common Stock, stock market conditions and business prospects of the Issuer. CUSIP NO. 23833N104 Schedule 13D Page 4 of 5 Pages - -------------------------------------------------------------------- Excepted as described herein, Lacy J. Harber has no plans or proposals which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation,involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board of directors of the Issuer; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposal to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940, as amended; (g) Changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be de-listed 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; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the "Act"), or; (j) Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer Lacy J. Harber beneficially own 1,000,000 shares of Common Stock, which constitutes 7.72% of the Company's outstanding shares of Common Stock, based upon 12,953,375 outstanding as of April 16, 2001. Lacy J. Harber has the sole power to vote and the sole power to dispose of the 1,000,000 shares of Common Stock he beneficially owns. Since the most recent filing, the following transactions in the Common Stock were executed in the open market: Sale 130,300 shares 04/19/01 $8.50 average price Sale 10,000 04/24/01 $8.52 Sale 240,000 05/03/01 $8.96 No other person is known by the Reporting Person to have the right to receive or the power to direct receipt of dividends from, or proceeds from sale of, any other Shares beneficially owned. CUSIP NO. 23833N104 Schedule 13D Page 5 of 5 Pages Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. Lacy J. Harber does not, nor do DLH or LJH, have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Materials to be Filed as Exhibits Articles of Conversion filed in the offices of the Secretary of State of Texas, converting LJH, Corporation, a Texas corporation into LJH, Ltd, a Texas limited partnership. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. May 10, 2001 Lacy J. Harber /s/Roy T. Rimmer, Jr. By: Roy T. Rimmer, Jr, Attorney In Fact EX-2 2 ppex1.txt ARTICLES OF CONVERSION OF LJH CORPORATION INTO LJH, LTD. *** Pursuant to the provisions of Article 5.17 of the Texas Business Corporation Act and Section 2.15 of the Texas Revised Limited Partnership Act, the undersigned converting entity certifies the Following Articles of Conversion adopted for the purpose of effecting a conversion in accordance with the provisions of Texas Business Corporation Act and the Texas Revised Limited Partnership Act. 1. A Plan of Conversion was approved and adopted in accordance with the provisions of Article 5.02 of the Texas Business Corporation Act providing for the conversion of LJH Corporation, a corporation incorporated under the Texas Business Corporation Act to LJH, Ltd., a Texas Limited Partnership. Under the terms of the plan of Conversion, converting entity will be responsible for any franchise taxes owing by LJH Corporation. 2. An executed Plan of conversion is on file at the principal place of business of the converting entity at 2249 South Treadaway Boulevard, Abilene, Texas 79602; and, from and after the conversion, an executed Plan of Conversion will be on file at the principal place of business of converted entity at 2249 South Treadaway Boulevard, Abilene, Texas 79602. 3. A copy of the Plan of Conversion will be furnished by the converting entity (prior to the conversion) or by the converted entity (after the conversion) on written request and without cost to any shareholder or member of the converting entity or the converted entity. 4. The approval of the Plan of Conversion was duly authorized by all action required by the laws under which LJH Corporation is incorporated and by its constituent documents. The number of outstanding shares of each class or series of stock of LJH Corporation entitled to vote, with other shares or as a class, on the Plan of Conversion are as follows: Number of Shares Class or Series Number of Shares Entitled Outstanding to Vote as a Class or Series 91,000 Common 91,000 5. The number of shares, not entitled to vote only as a class, voted for and against the Plan of Conversion, respectively, and if the shares of any class or series are entitled to vote as a class, the number of shares of each such class or series voted for and against the Plan of Conversion, are as follows:
Number of Shares Entitled To Vote as a Class or Series Total Voted For Total Voted Against Class or Series Vote 91,000 -0- Common 91,000
6. Two copies of the Certificate of Limited Partnership of LJH, Ltd. which is to be created pursuant to the Plan of Conversion are being filed with the Secretary of State with the Articles of Conversion. 7. The conversion will become effective upon the issuance of the Certificate of Conversion by the Secretary of State. DATED: July 31, 2000 LJH CORPORATION By: /s/ Lacy J. Harber Its President -----END PRIVACY-ENHANCED MESSAGE-----