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