DALLAS - A proxy battle is shaping up at Dave & Buster's, Inc. (NYSE: DAB). The Dallas-based restaurant/entertainment concept is being challenged by its single largest shareholder following a failed management takeover.

The company will elect directors at its annual shareholders' meeting June 10. Three executives who led the failed buyout last year, James Corley, Walter Henrion and Peter Edison, are up for election to the board.

At the meeting, shareholders wlll be presented a slate of three independent directors being nominated by Dolphin Limited Partnership I, L.P. Dolphin, the single largest shareholder, owns 9.3 percent of the company's outstanding stock.

Dolphin complained recently that Dave & Buster's was dragging its feet when asked to provide shareholder information. In a March 3 letter addressed to the board, the Stamford, Conn.-based investment company criticized the failed buyout, saying it was flawed and reflected unchecked conflicts of interest. Dolphin is expected to disseminate a proxy statement with respect to its board nominations. 

In May 2002 the company entered into a definitive agreement under which a group led by its founders and certain members of senior executive management, together with Investcorp, a global investment group, and international investors were to acquire the company.

That agreement was terminated five months later because of "continuing adverse conditions in the debt financing market," according to the company.

Shareholders of record as of April 18 will be eligible to vote at the meeting.

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