PLANET HOLLYWOOD INTERNATIONAL INC, S-1, 1996-06-24

PLANET HOLLYWOOD INTERNATIONAL INC
S-1, 1996-06-24
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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 24, 1996

REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
PLANET HOLLYWOOD INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 5812 59-3283783
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Number) Identification Number)
</TABLE>

7380 SAND LAKE ROAD
SUITE 650
ORLANDO, FL 32819
(407) 363-7827
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
---------------------
MR. ROBERT EARL
CHIEF EXECUTIVE OFFICER
PLANET HOLLYWOOD INTERNATIONAL, INC.
7380 SAND LAKE ROAD
SUITE 650
ORLANDO, FL 32819
(407) 363-7827
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------

Copies to:

KRIS F. HEINZELMAN, ESQ.
CRAVATH, SWAINE & MOORE
825 EIGHTH AVENUE
NEW YORK, NEW YORK 10019
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. /X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /

If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
---------------------
CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, $.01 par value.................. 349,167 $25.63 $8,949,150.21 $3,085.91
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</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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<PAGE> 2

PLANET HOLLYWOOD INTERNATIONAL, INC.

CROSS REFERENCE SHEET
Pursuant to Item 501 of Regulation S-K

<TABLE>
<CAPTION>
FORM S-1 LOCATION OR HEADING
ITEM NUMBER AND CAPTION IN THE PROSPECTUS
------------------------------------------- -------------------------------------------
<C> <S> <C>
1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus... Outside Front Cover
2. Inside Front and Outside Back Cover Pages
of Prospectus............................ Inside Front Cover; Outside Back Cover;
Available Information
3. Summary Information, Risk Factors and Ratio
of Earnings to Fixed Charges............. Prospectus Summary; Risk Factors
4. Use of Proceeds............................ Prospectus Summary; Use Of Proceeds
5. Determination of Offering Price............ Outside Front Cover; Plan of Distribution
6. Dilution................................... Not applicable
7. Selling Security Holders................... Selling Stockholders
8. Plan of Distribution....................... Outside Front Cover; Plan of Distribution
9. Description of Securities to be
Registered............................... Outside Front Cover; Description of Capital
Stock
10. Interests of Named Experts and Counsel..... Legal Matters; Experts
11. Information with Respect to the
Registrant............................... Outside Front Cover; Prospectus Summary;
Risk Factors; Capitalization; Selected
Consolidated Financial Data; Management's
Discussion and Analysis of Financial
Condition and Results of Operations;
Business; Management; Principal
Stockholders; Selling Stockholders;
Certain Transactions; Description of
Capital Stock; Shares Eligible for Future
Sale; Consolidated Financial Statements
12. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities.............................. Not Applicable
</TABLE>
<PAGE> 3

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED JUNE 24, 1996

PROSPECTUS

349,167 SHARES

[LOGO] PLANET HOLLYWOOD
CLASS A COMMON STOCK

This Prospectus relates to the offer and sale from time to time by each of
the stockholders listed under "Selling Stockholders" (collectively, the "Selling
Stockholders") of up to a total of 349,167 shares of Class A Common Stock, par
value $.01 per share (the "Class A Common Stock"), of Planet Hollywood
International, Inc. (the "Company"). Such shares may be offered in amounts, at
prices and on terms to be determined at the time of sale. See "Plan of
Distribution." The Company will not receive any of the proceeds from the sale of
such shares.

The Class A Common Stock is quoted on The Nasdaq Stock Market's National
Market under the symbol "PHII." The closing price of the Class A Common Stock on
the National Market on June 21, 1996 was $23.90.

SEE "RISK FACTORS" BEGINNING ON PAGE 8 FOR CERTAIN CONSIDERATIONS RELEVANT
TO AN INVESTMENT IN THE CLASS A COMMON STOCK.

------------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

------------------------------

The shares of Class A Common Stock to which this Prospectus relates may be
offered and sold from time to time by the Selling Stockholders to or through one
or more brokers, dealers or agents or directly to purchasers. See "Plan of
Distribution."

JUNE 24, 1996
<PAGE> 4

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities of the Commission at the Commission's
office at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the Regional
Offices of the Commission at 7 World Trade Center, New York, New York 10048 and
500 West Madison Street, Chicago, Illinois 60661. Copies of such material can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. The Class A Common
Stock is quoted on the Nasdaq National Market and reports, proxy statements and
other information concerning the Company can be inspected and copied at the
offices of Nasdaq Operations, 1735 K Street, N.W., Washington, D.C. 20006. This
Prospectus does not contain all the information set forth in the Registration
Statement of which this Prospectus forms a part, or any amendments thereto,
certain parts of which are omitted in accordance with the rules and regulations
of the Commission. Statements made in this Prospectus as to the contents of any
contract, agreement or other document are summaries of the material terms of
such contract, agreement or document. With respect to each such contract,
agreement or other document filed as an exhibit to the Registration Statement,
reference is made to the exhibit for a more complete description of the matter
involved. The Registration Statement (including the exhibits and schedules
thereto) filed with the Commission by the Company may be inspected and copied
(as prescribed rates) at the public reference facilities maintained by the
Commission at its principal office in Washington, D.C. and at its regional
offices in New York, New York and in Chicago, Illinois.

2
<PAGE> 5

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read
in conjunction with, the more detailed information and financial statements
included elsewhere in this Prospectus. Unless the context otherwise indicates,
the "Company" refers to Planet Hollywood International, Inc. and its
consolidated subsidiaries for the period subsequent to January 1, 1995 and to
Planet Hollywood, Inc., Planet Hollywood, Ltd. and combined entities
(collectively, the "Predecessors") for all periods prior to January 1, 1995.
References to a fiscal year refer in each case to the year ended December 31,
except that references to fiscal 1994 refer to the fiscal year ended January 1,
1995. "Planet Hollywood" and "Official All Star Cafe" are trademarks of the
Company and "Marvel" and "Marvel Mania" are trademarks of Marvel Entertainment
Group, Inc.

THE COMPANY

The Company is a creator and worldwide developer of consumer brands, most
notably Planet Hollywood, that capitalize on the universal appeal of movies,
sports and other entertainment-based themes. To date, the Company has promoted
its brands primarily through the operation of theme restaurants, which provide a
unique dining and entertainment experience in a high-energy environment, and
their integrated retail stores, which offer a broad selection of premium-quality
merchandise displaying the Company's logos. Since the Company commenced
operations in October 1991, the Planet Hollywood name and distinctive logo
design have become among the most widely-recognized trademarks in the world and
the Planet Hollywood concept has grown to 25 Company-owned and seven franchised
units located in nine countries throughout North America, Europe and Asia. In
fiscal 1995, the Company had total revenues of approximately $270.6 million and
net income of approximately $20.7 million.

In addition to Planet Hollywood, the Company has recently created and is
continuing to develop such consumer brand concepts as Official All Star Cafe, a
sports-themed restaurant-merchandise store, and Marvel Mania, a comic
book-themed restaurant-merchandise store. The first Official All Star Cafe
opened in New York City in December 1995 and a second unit opened in Cancun,
Mexico in January 1996. The first Marvel Mania unit is expected to open in the
second half of 1996 at the Universal Studios theme park in Los Angeles. The
Company currently expects that, together with its franchisees and licensees, by
the end of 1996 it will have a total of 51 restaurant-merchandise stores located
in 16 countries, including 45 Planet Hollywood units, five Official All Star
Cafe units and the first Marvel Mania unit.

A distinguishing feature of the Company's Planet Hollywood operations is
the active involvement of some of the world's most famous movie stars, including
Arnold Schwarzenegger, Sylvester Stallone, Bruce Willis, Demi Moore and Whoopi
Goldberg, all of whom are stockholders of the Company. These celebrities and
others frequently attend the grand openings of new Planet Hollywood units as
well as other special events at the units, thereby generating significant media
attention and publicity for the Planet Hollywood brand. Moreover, as a result of
the popularity and high visibility of the Planet Hollywood units, the motion
picture community frequently uses the units as sites for well-publicized movie
promotions and other celebrity-sponsored events. The Company has extended its
celebrity-ownership feature to its Official All Star Cafe concept, which
benefits from the active involvement and promotional support of such famous
sports stars as Andre Agassi, Wayne Gretzky, Ken Griffey, Jr., Joe Montana,
Shaquille O'Neal and Monica Seles, all of whom are stockholders of the Company.

The Company's units generally range in size from approximately 12,000 to
36,000 square feet and in seating capacity from 230 to 600 persons. The units
offer high-quality, popular cuisine, attentive service and an atmosphere of
excitement created by combining unique layouts and decor with custom-designed
videos and audio soundtracks. Each unit prominently displays authentic
memorabilia associated with its theme, including costumes and props from popular
movies (in the case of Planet Hollywood units) and celebrity-owned uniforms and
athletic equipment (in the case of Official All Star Cafe units). The Company
typically locates its units at high profile sites in major tourist markets, such
as Walt Disney World in Orlando, Caesar's World Forum Shops in Las Vegas,
Piccadilly Circus in London and the Champs Elysees in Paris. During fiscal 1995,

3
<PAGE> 6

the 14 Company-owned Planet Hollywood units that were open for the full fiscal
year generated average per unit revenues of approximately $14.3 million and
average sales per square foot of approximately $840.

Each unit's retail store offers premium-quality fashion merchandise, such
as jackets, T-shirts, sweatshirts and hats, as well as other souvenir items. The
Official All Star Cafe units also offer athletic apparel for several different
sports, such as tennis, basketball and baseball, as well as duffle bags and
equipment bags, all of which incorporate an "Official All Star Cafe" team theme.
All merchandise, which currently can be purchased only at the units, prominently
displays that unit's colorful and distinctive trademark and logo design and
typically the name of the city in which the unit is located, which enhances the
collectible nature of the items. The Company's merchandise sales yield higher
operating margins than do its food and beverage sales and provide additional
off-site promotion for the Company's brands. For fiscal 1995, merchandise sales
accounted for approximately 39.3% of the Company's total revenues from
Company-owned units.

Marvel Mania, the Company's third theme restaurant-merchandise store
concept, will feature the action heroes, storylines and art motifs of Marvel
comics. Each unit will have a multi-media entertainment environment, creating
the experience of entering into the "Marvel Universe" and participating in the
story and action of a Marvel comic book, and will offer exclusive lines of
Marvel Mania merchandise displaying such licensed Marvel characters as
"Spiderman," "X-Men" and "The Fantastic Four." The units will be operated
through a joint venture between the Company and Marvel Entertainment Group, Inc.
("Marvel"). Marvel has agreed to provide $36 million of financing for the
development and construction of the initial Marvel Mania units.

The Company's objectives are to enhance and expand the applications of its
existing brands and to create, develop and promote new brands both within and
outside the theme restaurant industry. Its primary strategy in pursuing these
objectives is to increase the number and geographic diversity of its units to
generate even greater consumer enthusiasm for its existing brands. The Company
believes there are significant opportunities for additional Planet Hollywood
units, particularly in international tourist markets where the recognition of
U.S. brands and the appeal of filmed entertainment are high. Similarly, the
Company regards most North American cities with major sports franchises as
attractive potential locations for Official All Star Cafe units and intends to
capitalize on the worldwide popularity of sports through the development of
Official All Star Cafe units abroad with the support of local as well as
international sports personalities. In addition, the Company intends to seek
joint venture and licensing arrangements that will capitalize on the public
awareness and cachet of its brands through a variety of entertainment and
leisure time vehicles. The Company continuously evaluates new themes for brand
marketing and will seek to launch and promote those it considers viable through
new restaurant-merchandise store concepts or, if appropriate, other avenues.

The Company's principal executive offices are located at 7380 Sand Lake
Road, Suite 650, Orlando, Florida 32819, and its telephone number is (407)
363-7827.

RECENT DEVELOPMENTS

On April 18, 1996, an aggregate 12,406,452 shares of Class A Common Stock
were sold by the Company and certain stockholders in underwritten public
offerings of such shares within and outside the United States (the "Initial
Public Offerings"). Since the closing of the Initial Public Offerings, two
additional Planet Hollywood units were opened (including one Company-owned unit
and one franchised unit). The Company acquired all the minority interests in the
Company's subsidiaries ("PH Washington" and "PH Maui") that operate the Planet
Hollywood units in Washington D.C. and Maui, Hawaii, respectively, in exchange
for 526,113 shares of Class A Common Stock (the "Washington/Maui Exchange"). In
addition, the Company acquired all the minority interests in the Company's
subsidiary ("PH New York") that operates the Planet Hollywood unit in New York
from the persons listed under "Selling Stockholders -- New York Selling
Stockholders," in exchange for 277,778 shares of Class A Common Stock (the "New
York Exchange"), which shares may be offered and sold pursuant to the
Registration Statement of which this Prospectus forms a part. The Company also
acquired all the remaining minority interests in the Company's subsidiary ("PH
London") that operates the Planet Hollywood unit in London from the person
listed under "Selling Stockholders -- London Selling Stockholder," in exchange
for 71,389 shares of Class A Common Stock

4
<PAGE> 7

(the "Supplemental London Exchange"), which shares may also be offered and sold
pursuant to the Registration Statement of which this Prospectus forms a part.

The Company was not able to reach an agreement on terms satisfactory to the
Company to acquire the assets and certain liabilities of the entity that
operates the Planet Hollywood unit in Costa Mesa, California.

THE OFFERING

<TABLE>
<S> <C>
Class A Common Stock to be sold by
Selling Stockholders(a):.............. 349,167 shares
Common Stock to be outstanding after the
Offering:
Class A............................ 95,983,221 shares(b)
Class B............................ 11,545,706 shares(c)
Total......................... 107,528,927 shares
Use of Proceeds......................... The Company will not receive any proceeds from
the sale of Class A Common Stock by the Selling
Stockholders.
Nasdaq National Market Symbol........... PHII
</TABLE>

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Footnotes:

(a) The shares of Class A Common Stock that may be offered and sold by the
Selling Stockholders in the Offering were received by them in the New York
Exchange and the Supplemental London Exchange.

(b) Excludes 4,654,394 shares issuable upon exercise of outstanding options.
See "Management -- Stock Incentive Plans." Includes 277,778 shares that
were issued in the New York Exchange, 71,389 shares that were issued in the
Supplemental London Exchange, 526,113 shares that were issued in the
Washington/Maui Exchange and 12,406,452 shares that were issued by the
Company in April 1996 in the Initial Public Offerings. Also includes
1,768,164 shares issuable upon exercise of outstanding warrants to purchase
Class A Common Stock. (Those warrants, together with warrants to purchase
an aggregate 788,219 shares of Class A Common Stock which were exercised
immediately prior to the Initial Public Offerings (collectively, the
"Warrants"), were issued in August 1995 to certain institutional investors
in connection with their purchase of the Company's 10% Senior Subordinated
Notes Due 2000 (the "Senior Subordinated Notes"), which were repaid with a
portion of the proceeds of the Initial Public Offerings.) Also includes
833,333 shares that were issued concurrently with the consummation of the
Initial Public Offerings in exchange for certain outstanding minority
interests in PH London (the "London Exchange") and, together with the New
York Exchange, the Supplemental London Exchange and the Washington/Maui
Exchange, the "Exchange Offers"). See "Management's Discussion and Analysis
of Financial Condition and Results of Operations."

(c) The Class B Common Stock was issued concurrently with the consummation of
the Initial Public Offerings in exchange for outstanding minority interests
in All Star Cafe, Inc. ("All Star"). Prior thereto, the minority interests
in All Star were owned by Robert Earl (the Chief Executive Officer of the
Company), a trust for the benefit of his children and certain sports
celebrities. See "Certain Transactions." Upon consummation of this exchange
(the "All Star Exchange"), All Star became a wholly owned subsidiary of the
Company. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations." The Class B Common Stock does not have any
voting rights but is otherwise identical to the Class A Common Stock and
will be convertible into shares of Class A Common Stock on a one-for-one
basis after a period of time. See "Description of Capital Stock -- Common
Stock." The All Star Exchange, the London Exchange, the Washington/Maui
Exchange, the New York Exchange and the Supplemental London Exchange are
sometimes collectively referred to in this Prospectus as the "Minority
Interest Exchanges."

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SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
THE COMPANY
-----------------------------
THREE MONTH
THE PREDECESSORS(a) PERIODS ENDED
-------------------------------------- ------------------
FISCAL(b)
------------------------------------------------- APRIL 2, MARCH 31,
1991 1992 1993 1994 1995 1995 1996
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<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS DATA:
Total revenues(c)...................... $ 3,494 $20,441 $30,677 $125,932 $270,606 $51,765 $ 77,025
Costs and expenses(c).................. 9,807 25,078 36,301 130,847 234,658 46,255 66,954
------- ------- ------- -------- -------- ------- --------
Income (loss) from operations.......... (6,313) (4,637) (5,624) (4,915) 35,948 5,510 10,071
Interest income (expense), net......... (69) (273) 142 (4,054) (11,229) (1,521) (4,031)
Other income........................... -- -- -- -- 611 -- --
Minority interests..................... 1,979 395 223 (299) (3,728) (465) (764)
Provision for income taxes(d).......... -- -- -- -- (875) -- (1,926)
------- ------- ------- -------- -------- ------- --------
Net income (loss)............. $(4,403) $(4,515) $(5,259) $ (9,268) $ 20,727 $ 3,524 $ 3,350
======== ======== ======== ========= ========= ======== =========
Net income per share(e)................ $ .24 $ .04 $ .04
Weighted average number of shares
outstanding (in thousands)........... 87,111 87,111 87,228
Pro forma net income(f)................ $ 20,476 $ 3,628
Pro forma net income per share(f)...... $ .20 $ .04
Weighted average number of pro forma
shares outstanding (in thousands).... 100,365 100,482
Supplemental pro forma income before
extraordinary item(g)................ $ 26,964 $ 5,949
Supplemental pro forma income per share
before extraordinary item(g)......... $ .26 $ .06
Weighted average number of supplemental
pro forma shares outstanding (in
thousands)........................... 103,319 105,779
OTHER DATA:
Capital expenditures(h)................ $10,532 $ 3,203 $29,345 $ 52,131 $ 80,291 $ 5,147 $ 15,904
Depreciation and amortization.......... 508 3,078 2,818 16,231 22,182 4,724 6,874
Units open at period end(c)(i):
Company-owned........................ 1 1 4 15 23 16 25
Franchised........................... 0 2 3 3 6 3 7
------- ------- ------- -------- -------- ------- --------
Total......................... 1 3 7 18 29 19 32
Merchandise revenues as a percentage of
total revenues from Company-owned
units................................ 40.1% 30.8% 33.4% 34.8% 39.3% 39.7% 36.4%
</TABLE>

<TABLE>
<CAPTION>
MARCH 31, 1996
---------------------
AS
ACTUAL ADJUSTED(j)
-------- --------
<S> <C> <C>
BALANCE SHEET DATA:
Working capital...................... $ 6,828 $ 69,522
Total assets......................... 248,221 337,811
Long-term debt....................... 123,461 6,899
Minority interests................... 11,230 --
Redeemable warrants.................. 15,000 --
Stockholders' equity................. 31,467 265,037
</TABLE>

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(Footnotes appear on the following page)

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Footnotes:

(a) From inception until October 21, 1991, the business of the Company was
conducted by a corporation that was founded and majority-owned by Keith
Barish (Chairman of the Board of Directors of the Company), and Robert Earl.
On October 21, 1991, the minority investor's interest was redeemed and the
corporation was merged into Planet Hollywood, Inc. ("PHI"), a corporation
wholly owned by Messrs. Barish and Earl. Shortly thereafter, PHI opened the
first Planet Hollywood unit in New York City and a 1% minority interest in
PHI was issued to an unrelated party. In June 1993, PHI transferred
substantially all its assets and liabilities to Planet Hollywood, Ltd.
("PHL"), a limited partnership, in exchange for the sole general partnership
interest, and Planet Hollywood Investments, Ltd. ("PHIL," a wholly owned
subsidiary of PHH, an entity 50% owned by Mr. Ong Beng Seng (a director of
the Company) and 50% owned by Hotel Properties Limited ("HPL"), a public
company of which Mr. Ong is the largest stockholder), purchased the sole
limited partnership interest for cash. Commencing in fiscal 1991,
participation interests in the Predecessors were issued to certain
celebrities and others. In a series of transactions effective January 1,
1995 (the "January 1995 Reorganization"), PHI was merged into Planet
Hollywood International, Inc. ("PHII") in exchange for voting common stock
of PHII, PHIL transferred to PHII its limited partnership interest in PHL
and caused its parent company to transfer to PHII a 50% interest in Planet
Hollywood (Asia) Pte. Ltd. ("PH Asia") in exchange for voting common stock
of PHII, and the holders of the participation interests in the Predecessors
transferred such interests to PHII in exchange for non-voting common stock
of PHII (which was reclassified as voting Class A Common Stock immediately
prior to the effectiveness of the Registration Statement of which this
Prospectus forms a part). As a result, PHII succeeded to all the assets,
liabilities and operations of the Predecessors.

(b) At the beginning of fiscal 1994, the Company changed its accounting period
from a calendar year ending December 31 to a 52-53 week fiscal year ending
on the Sunday nearest December 31 of each year.

(c) At December 31, 1993, the Company owned a 47.5% equity interest in PH
London. Prior to fiscal 1994, the Company's investment was accounted for
under the equity method of accounting and in fiscal 1993, the Company
recorded $198,000 of equity in the loss incurred by PH London. Effective
January 1, 1994, the Company increased its equity interest in PH London to
over 50%. As a result, the operations of PH London are consolidated in the
Company's results for fiscal 1994 and 1995. In fiscal 1995, the Company
recorded $848,000 of equity in the income of two unconsolidated affiliates,
PH Asia and ECE, S.A. de C.V. ("ECE"), a Mexican company that owns the
Planet Hollywood franchised unit in Cancun. See Note 4 to the Consolidated
Financial Statements of the Company.

(d) See Note 10 to the Consolidated Financial Statements of the Company.

(e) See Note 1 to the Consolidated Financial Statements of the Company.

(f) Pro forma net income and pro forma net income per share give effect to the
acquisition of the entire equity interest in All Star and the acquisition of
all the minority interests in PH London, PH Washington, PH Maui and PH New
York as if they occurred at the beginning of the fiscal year. See the
Unaudited Pro Forma Financial Information following the Consolidated
Financial Statements of the Company.

(g) Supplemental pro forma income before extraordinary item and supplemental pro
forma income per share before extraordinary item give effect to (i) the
acquisition of the entire equity interest in All Star and the acquisition of
all the minority interests in PH London, PH Washington, PH Maui and PH New
York and (ii) the prepayment of certain indebtedness by application of a
portion of the net proceeds from the Initial Public Offerings, as if all
such transactions had occurred at the beginning of the fiscal year. See the
Unaudited Pro Forma Financial Information following the Consolidated
Financial Statements of the Company.

(h) Excludes pre-opening expenses. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

(i)Company-owned units are those operated by entities that are wholly-owned or
majority-owned by the Company. The operating results of such entities are
consolidated in the Company's results. Franchised units are those operated by
independent franchisees or by joint ventures that are accounted for under the
equity method of accounting. In fiscal 1994, the Planet Hollywood unit in
London, which had been a franchised unit, became a Company-owned unit. The
Planet Hollywood unit in Cancun was a franchised unit until fiscal 1994, when
it was acquired by the Company. In fiscal 1995, the Cancun unit was sold to
ECE, and accordingly, it is accounted for as a franchised unit at the end of
fiscal 1995. See "Business -- Unit Locations and Expansion."

(j) As adjusted to give effect to (i) the Minority Interest Exchanges and (ii)
the Initial Public Offerings and the application of the net proceeds
therefrom at the initial public offering price of $18.00. See
"Capitalization" and the Unaudited Pro Forma Financial Information following
the Consolidated Financial Statements of the Company.

7
<PAGE> 10

RISK FACTORS

Prospective investors should carefully review the information set forth
below prior to making an investment in the Class A Common Stock.

RECENT RAPID GROWTH; ABILITY TO IMPLEMENT AND MANAGE GROWTH STRATEGY

Although the Company has experienced significant growth in a relatively
short period of time and intends to continue to grow rapidly, the Company's
revenues will likely not continue to grow at the same rate in the future as they
have in the past. Implementation of the Company's growth strategy may impose
significant strain on the Company's management, operating systems and financial
resources. Failure by the Company to manage its growth, or unexpected
difficulties encountered during expansion, could have a material adverse impact
on the Company's results of operations or financial condition.

The Company's ability to open and operate profitably new Company-owned
units depends upon a number
of factors, including (i) identifying and obtaining attractive sites for new
units, (ii) generating sufficient funds from existing operations or obtaining
third-party financing to open and develop new units, (iii) the Company's
executive management team and its financial and accounting controls and (iv)
staffing, training and retaining skilled on-site management personnel. Certain
of these factors are beyond the Company's control and may be affected by the
economy or actions taken by competing companies. The Company believes that few,
if any, metropolitan centers can accommodate more than one of each of its
theme-based units without potentially diluting the impact of the related brand
in that area. Moreover, the number of potential worldwide metropolitan markets
that meet the Company's demographic and other criteria for developing new units
is limited.

The Company's current operations depend significantly on the strength of
the Company's trademarks, and its expansion depends on the Company's ability to
extend the applications of its existing brands and to create and promote new
brands. The participation of celebrities is a key element in the Company's
business strategy. Celebrity stockholders have promoted the Company's business
since its inception, and their involvement and patronage has contributed
substantially to the image of the Company and the cachet associated with its
brands and units. Although the Company's existing celebrity stockholders have
agreed to continue to promote its business, there can be no assurance that
movie, sports or other celebrities will continue to promote the Company and its
brands or patronize the Company's units.

LIMITED OPERATING HISTORY; OPERATING LOSSES

The Company has a limited operating history and experienced significant
operating losses from its inception until fiscal 1995, the first year it
recorded net income. In addition, the Company's profitability could be
materially and adversely impacted if any one or more of its larger units were to
experience poor operating results. In fiscal 1995, the Company's four highest
grossing units accounted for approximately 43.8 % of the Company's total
revenues. The Company's ability to achieve and maintain profitability is
dependent on the ability of its existing units to generate sufficient operating
cash flow to fund future expansion. There can be no assurance that the Company's
results of operations will continue to improve or that its business strategy
will be successful.

DEPENDENCE ON KEY EXECUTIVES

The Company's success depends to a significant extent upon the
contributions of its two senior executives, Keith Barish, Chairman of the Board,
and Robert Earl, Chief Executive Officer, who are also the founding and
principal stockholders of the Company. There can be no assurance that the
Company would be able to attract or retain a suitable successor in the event of
the loss of the services of either Mr. Barish or Mr. Earl, which loss could have
a material adverse effect upon the Company. In addition, pursuant to certain of
the Company's key contractual arrangements, including its joint venture
agreement with Marvel and the lease for the Planet Hollywood unit in Orlando,
Florida, upon the death, physical or mental incapacitation or retirement of Mr.
Earl, the Company may lose certain of the substantial benefits that have
contributed to the Company's success or that are expected to contribute to any
future growth of the Company. See "Business --

8
<PAGE> 11

Unit Locations and Expansion" and " -- Marvel Mania." The Company has obtained a
$25 million key man life insurance policy covering Mr. Earl, but there can be no
assurance that the coverage provided by such policy will be sufficient to
compensate the Company for the loss of Mr. Earl's services. The Company's future
success will depend, in part, on its continuing ability to attract, retain and
motivate qualified personnel. The Company is party to employment agreements with
Mr. Barish and Mr. Earl that expire in January 1997 and in December 2001,
respectively. See "Management."

RISK OF NEW RESTAURANT-MERCHANDISE STORE CONCEPTS

The Company's two new restaurant-merchandise store concepts, Official All
Star Cafe and Marvel Mania, are unproven. The two existing Official All Star
Cafe units have a limited operating history and the results to date are
preliminary and not necessarily indicative of future results. The first Marvel
Mania unit is expected to open during the second half of 1996. There can be no
assurance that either of these restaurant-merchandise store concepts, or any
future concepts developed by the Company, will be successful or will contribute
to the Company's profitability.

INDUSTRY CONDITIONS AND COMPETITION

The restaurant and retail merchandising industries are affected by changes
in consumer tastes and by international, national, regional and local economic
conditions and demographic trends. Discretionary spending priorities, traffic
patterns, tourist travel, weather conditions, employee availability and the
type, number and location of competing restaurants also directly affect the
performance of the Company's units. Changes in any of these factors in the
markets where the Company currently operates units could adversely affect the
Company's results of operations. Moreover, the theme restaurant industry is
relatively young, is particularly dependent on tourism and has seen the
emergence of a number of new competitors.

The restaurant and retail merchandising industries are highly competitive
based on the type, quality and selection of the food or merchandise offered,
price, service, location and other factors. Many well-established companies with
greater financial, marketing and other resources and longer operating histories
than the Company compete with the Company in many markets. In addition, some
competitors have design and operating concepts similar to those of the Company.
There can be no assurance that the Company will be able to respond to various
competitive factors affecting the restaurant and retail industries.

RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS

The Company currently owns units in London, Paris and Tel Aviv and has
franchised six units outside the United States. In fiscal 1995, revenues from
foreign units, including franchise fees and royalties, constituted approximately
15% of the Company's total revenues. The Company also realizes income from
foreign units in which it owns a minority interest. Foreign operations present
risks that are different than those encountered in the United States, such as
potential political, social and economic instability. In addition, the Company's
international operations expose it to fluctuations between the U.S. dollar,
which is the reporting currency in the Company's financial statements, and the
local currencies in which units outside the United States transact business. The
Company has not historically engaged in any significant hedging activities with
respect to its non-U.S. dollar operations. There can be no assurance that the
Company will not experience adverse results in its foreign operations or that
significant currency fluctuations will not adversely affect the Company's
reported results. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Overview."

RELATED PARTY TRANSACTIONS

In the past, the Company has entered into business transactions with
certain of its principal stockholders and may continue to enter into such
transactions in the future. The Company has no current plans to do so and its
policy is not to enter into transactions with related persons unless the terms
thereof are at least as favorable to the Company as those that could be obtained
from unaffiliated third parties and are approved by a majority of disinterested
directors. See "Certain Transactions."

9
<PAGE> 12

SEASONALITY; FLUCTUATIONS IN QUARTERLY RESULTS OF OPERATIONS

The Company's revenues have been seasonal due to the greater number of
tourists who patronize the Company's units during the summer and year-end
holiday seasons. Although units in certain locations are affected by different
seasonal influences, the Company has historically experienced its strongest
operating results from June through August. As the Company enters new markets
and develops new concepts, quarterly results may fluctuate more significantly.
Moreover, as a result of the substantial revenues associated with each new
Company-owned unit and the recognition of franchise fees, the timing of new unit
openings may result in significant fluctuations in quarterly results. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Seasonal and Quarterly Comparisons."

CONTROL BY PRINCIPAL STOCKHOLDERS

Keith Barish, Robert Earl and Planet Hollywood Holdings Pte. Ltd. ("PHH," a
Singapore corporation that is 50% owned by Mr. Ong Beng Seng, a director of the
Company, and 50% owned by Hotel Properties Limited ("HPL"), a public company of
which Mr. Ong is the largest stockholder), collectively beneficially own
approximately 69.8% of the outstanding Class A Common Stock (including 1,768,164
shares of Class A Common Stock issuable upon exercise of outstanding Warrants).
In addition, Mr. Earl and a trust for the benefit of his children own an
aggregate of 6,833,173 shares of non-voting Class B Common Stock which, after a
period of time, will be convertible into shares of Class A Common Stock on a
one-for-one basis. As a result, until there is a substantial decrease in the
percentage of the outstanding shares of Class A Common Stock held by such
stockholders, they will continue to have significant influence over the affairs
of the Company and, if they choose to act together, will be able to elect all
the members of the Board of Directors of the Company and influence significantly
the approval of important corporate transactions and other matters requiring
stockholder approval without the approval of minority stockholders. See
"Principal and Selling Stockholders" and "Description of Capital Stock -- Common
Stock."

SHARES ELIGIBLE FOR FUTURE SALE

The Company has outstanding 107,528,927 shares of Common Stock, including
14,115,065 shares of Class A Common Stock that were issued in the Initial Public
Offerings and the Exchange Offers, 11,545,706 shares of Class B Common Stock
that were issued in the All Star Exchange and 1,768,164 shares of Class A Common
Stock issuable upon exercise of outstanding Warrants. In addition, the Company
has outstanding options to purchase up to (i) 3,248,733 shares of Class A Common
Stock at an exercise price of $7.88 per share, (ii) 862,661 shares of Class A
Common Stock at an exercise price of $14.00 per share and (iii) 553,000 shares
of Class A Common Stock at an exercise price of $15.00 per share. See
"Management -- Share Incentive Plans." All the shares of Class A Common Stock
that were issued in the Initial Public Offerings and in the Washington/Maui
Exchange (12,932,565 shares) are freely tradeable and, upon the effectiveness of
the Registration Statement of which this Prospectus forms a part, the shares of
Class A Common Stock issued in the New York Exchange and the London Exchange
will be freely tradeable. The remaining shares of Class A Common Stock
(including the shares that were issued in the London Exchange) and all the
shares of Class B Common Stock (collectively, 94,247,195 shares of Common
Stock), representing 87.6% of the outstanding Common Stock, are deemed
"restricted securities" under the Securities Act of 1933 (the "Securities Act")
and, as such, are subject to restrictions on the timing, manner and volume of
sales of such shares. Certain holders of those shares have the right to request
the registration of their shares under the Securities Act, which, upon the
effectiveness of such registration, would permit the free transferability of
such shares. See "Shares Eligible for Future Sale -- Registration Rights."

The Company and its executive officers, directors and principal
stockholders, as well as the holders of outstanding Warrants, and those persons
who received shares of Class A Common Stock in the Washington/Maui Exchange have
agreed, that, subject to certain limited exceptions, until October 15, 1996,
without the prior written consent of Bear, Stearns & Co. Inc., they will not,
directly or indirectly, offer to sell, sell or otherwise dispose of any shares
of Common Stock (or securities convertible into, exercisable for or evidencing
the right to purchase any shares of Common Stock). The stockholders who have
agreed to these restrictions hold in the aggregate 69,673,477 shares of Class A
Common Stock (including 526,113 shares that were issued

10
<PAGE> 13

in the Washington/Maui Exchange), representing approximately 72.6% of the shares
of Class A Common Stock outstanding (including 1,768,164 shares of Class A
Common Stock issuable upon exercise of outstanding Warrants).

No predictions can be made as to the effect, if any, that future sales of
shares, or the availability of shares for future sale, will have on the market
price of the Class A Common Stock prevailing from time to time. Sales of
substantial amounts of Class A Common Stock in the public market, or the
perception that such sales could occur, could adversely affect prevailing market
prices for the Class A Common Stock and could impair the Company's ability to
raise capital through an offering of its equity securities.

GOVERNMENT REGULATION

The restaurant industry and, to a lesser extent, the retail merchandising
industry, are subject to numerous federal, foreign, state and local government
regulations, including those relating to the preparation and sale of food, the
sale of alcoholic beverages, sanitation and building and zoning requirements.
The Company is subject to regulation by federal, foreign, state and local
environmental protection agencies and to laws and regulations governing its
relationship with employees, including minimum wage requirements, unemployment,
overtime, workers' compensation, working and safety conditions and citizenship
requirements. An increase in the minimum wage, employee benefit costs, workers'
compensation insurance rates or other costs associated with employees could
substantially increase the Company's labor costs. Additionally, the Company may
be subject in certain states to "dram-shop" statutes, which generally provide a
person who is injured by an intoxicated person the right to recover damages from
an establishment that wrongfully served alcoholic beverages to the intoxicated
person. All these regulations impact not only the Company's current operations,
but also the ability of the Company to open new units. See
"Business -- Government Regulation."

CERTAIN ANTI-TAKEOVER PROVISIONS

The Company's Restated Certificate of Incorporation (the "Restated
Certificate") and Bylaws contain certain provisions that may discourage other
persons from attempting to acquire control of the Company. These provisions
include, but are not limited to, a staggered Board of Directors, the
authorization of the Board to issue shares of undesignated preferred stock in
one or more series without the specific approval of the holders of Common Stock,
the establishment of advance notice requirements for director nominations and
actions to be taken at annual meetings and the requirement that two-thirds of
the stockholder votes are required to approve any change to the Bylaws or
certain provisions of the Restated Certificate. In addition, the Restated
Certificate and the Bylaws permit special meetings of the stockholders to be
called only by the Company's Chief Executive Officer or upon the request of a
majority of the Board of Directors, and deny stockholders the ability to call
such meetings. Such provisions, as well as the provisions of Section 203 of the
Delaware General Corporation Law (to which the Company is subject), could impede
a merger, consolidation, takeover or other business combination involving the
Company or discourage a potential acquirer from making a tender offer or
otherwise attempting to obtain control of the Company. In certain circumstances,
the fact that corporate devices are in place that will inhibit or discourage
takeover attempts could reduce the market value of the Class A Common Stock. See
"Description of Capital Stock -- Certain Anti-Takeover Matters."

DIVIDENDS

The Company does not anticipate paying any cash dividends on its shares of
Class A Common Stock in the foreseeable future. See "Dividend Policy."

11
<PAGE> 14

PRICE RANGE OF CLASS A COMMON STOCK

The Company's Class A Common Stock has traded on the Nasdaq National Market
since April 19, 1996. On June 21, 1996, the last sale price of the Class A
Common Stock was $23.90 per share. On June 20, 1996, there were 1,263
shareholders of record of the Company's Class A Common Stock. The following
table sets forth the range of high and low sale prices for the Class A Common
Stock, as reported on the Nasdaq National Market, for the period from April 19,
1996, the date of the Initial Public Offerings, through June 21, 1996:

<TABLE>
<CAPTION>
HIGH LOW
------- -------
<S> <C> <C>
Period from April 19, 1996 to June 21, 1996...................... $32.125 $ 18.00(1)
</TABLE>

- ---------------

(1) Represents the initial public offering price.

USE OF PROCEEDS

All the shares of Class A Common Stock offered hereby are being offered for
sale by the Selling Stockholders. The Company will not receive any proceeds from
the sale of such shares. The Selling Stockholders have agreed to reimburse the
Company for certain fees and expenses in connection with the Registration
Statement of which this Prospectus forms a part. See "Plan of Distribution."

DIVIDEND POLICY

The Company does not anticipate paying any cash dividends in the
foreseeable future, and intends to retain its available cash to finance the
development and growth of its business. Any future dividend policy will be
determined by the Company's Board of Directors based upon conditions then
existing, including the Company's earnings, financial condition and capital
requirements, as well as such economic conditions, tax implications and other
factors as the Board of Directors may deem relevant.

12
<PAGE> 15

CAPITALIZATION

The following table sets forth the consolidated capitalization of the
Company (i) as of March 31, 1996 (after giving retroactive effect to a 4-for-3
stock split and a reclassification of the Company's then existing two classes of
common stock into Class A Common Stock, as well as the creation of the Class B
Common Stock, all of which occurred in April 1996 in connection with the Initial
Public Offerings), (ii) after giving pro forma effect to the consummation as of
such date of the Minority Interest Exchanges and (iii) as further adjusted to
give effect to the sale by the Company and certain stockholders of 12,406,452
shares of Class A Common Stock in the Initial Public Offerings at the initial
public offering price of $18.00 per share and the application by the Company of
the estimated net proceeds to the Company therefrom.

<TABLE>
<CAPTION>
MARCH 31, 1996 (IN THOUSANDS EXCEPT SHARE DATA)
------------------------------------------------------
PRO FORMA,
ACTUAL PRO FORMA AS ADJUSTED
-------- --------- -----------
<S> <C> <C> <C>
Current portion of long-term debt........ $ 702 $ 702 $ 702
======== ======= ========
Long-term debt, excluding current
portion:
Credit Agreement....................... $ -- $ -- $ --
10% Senior Subordinated Notes Due
2000................................ 47,000 47,000 --
Notes payable to stockholders.......... 70,750 70,750 --
Equipment notes payable................ 5,711 6,899 6,899
-------- ------- --------
Total long-term debt, excluding
current portion.............. 123,461 124,649 6,899
Minority interests....................... 11,230 -- --
Redeemable warrants(a)................... 15,000 15,000 --
Stockholders' equity(b):
Preferred stock, $.01 par value;
25,000,000 shares authorized; none
issued.............................. -- -- --
Class A Common Stock, $.01 par value;
250,000,000 shares authorized;
80,099,992 shares issued and
outstanding, actual; 81,808,605, pro
forma; 94,215,057,
pro forma, as adjusted.............. 801 818 942
Class B Common Stock, $.01 par value;
25,000,000 shares authorized; none
issued and outstanding, actual;
11,545,706,
pro forma and pro forma, as
adjusted............................ -- 115 115
Capital in excess of par value......... 7,857 42,901 251,221
Deferred compensation.................. (709) (709) (709)
Retained earnings(c)................... 24,077 24,077 14,027
Cumulative currency translation
adjustment.......................... (559) (559) (559)
-------- ------- --------
Total stockholders' equity..... 31,467 66,643 265,037
-------- ------- --------
Total capitalization...... $181,158 $ 206,292 $ 271,936
======== ======= ========
</TABLE>

- ---------------

(a) Pursuant to agreement between the Warrant holders and the Company, the
Warrants that remain outstanding are no longer redeemable.
(b) Excludes 4,654,394 shares issuable upon exercise of outstanding options
held by approximately 475 employees of the Company and by certain
celebrities.
(c) As a result of the prepayment of the Senior Subordinated Notes, the Company
will record an extraordinary charge of approximately $10.0 million, net of
taxes, reflecting the difference between the face amount of the Senior
Subordinated Notes and the carrying value thereof on the Company's balance
sheet on the date of prepayment, as well as the write-off of related debt
issuance costs.

13
<PAGE> 16

SELECTED CONSOLIDATED FINANCIAL DATA

The financial data set forth below, except for the pro forma data, for
fiscal 1992, 1993, 1994 and 1995 have been derived from the consolidated
financial statements of the Company and the Predecessors, which have been
audited by Price Waterhouse LLP, independent accountants. The financial data set
forth below for fiscal 1991 have been derived from the unaudited consolidated
financial statements of the Predecessors. The financial data of the Company for
the three months ended April 2, 1995 and March 31, 1996 and as of March 31, 1996
have been derived from the unaudited financial statements of the Company
appearing elsewhere herein and which, in the opinion of management, include all
adjustments, consisting only of normal recurring adjustments which the Company
considers necessary for a fair presentation of the results of operations and the
financial condition for the periods. The financial data for the three months
ended March 31, 1996 are not necessarily indicative of results for a full fiscal
year. The selected financial data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," Consolidated Financial Statements of the Company and the Unaudited
Pro Forma Financial Information included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
THE COMPANY
-------------------------------
THREE MONTH
THE PREDECESSORS(a) PERIODS ENDED
-------------------------------------------- --------------------
FISCAL(b)
--------------------------------------------------------- APRIL 2, MARCH 31,
1991 1992 1993 1994 1995 1995 1996
------- ------- ------- -------- -------- -------- ---------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS DATA:
Revenues(c):
Food and beverage...................... $ 2,093 $11,181 $18,311 $ 78,377 $160,997 $31,131 $ 47,787
Merchandise............................ 1,401 4,976 9,185 41,826 104,051 20,475 27,398
Royalties.............................. -- 284 3,181 1,729 1,558 159 840
Franchise fees......................... -- 4,000 -- 4,000 4,000 -- 1,000
------- ------- ------- -------- -------- -------- ---------
Total revenues................... 3,494 20,441 30,677 125,932 270,606 51,765 77,025
------- ------- ------- -------- -------- -------- ---------
Costs and expenses(c):
Food and beverage cost of sales........ 585 2,513 4,372 19,891 38,537 7,496 10,952
Merchandise cost of sales.............. 428 1,958 3,590 15,401 37,925 7,485 9,754
Operating expenses..................... 2,273 7,505 13,120 59,683 116,805 22,284 35,167
General and administrative............. 6,013 10,024 12,203 19,641 20,057 4,276 4,955
Depreciation and amortization.......... 508 3,078 2,818 16,231 22,182 4,724 6,874
Equity in (income) loss of
unconsolidated
affiliates........................... -- -- 198 -- (848) (10) (748)
------- ------- ------- -------- -------- -------- ---------
Total costs and expenses......... 9,807 25,078 36,301 130,847 234,658 46,255 66,954
------- ------- ------- -------- -------- -------- ---------
Income (loss) from operations............ (6,313) (4,637) (5,624) (4,915) 35,948 5,510 10,071
Interest income (expense), net........... (69) (273) 142 (4,054) (11,229) (1,521) (4,031)
Gain on sale of subsidiary interests..... -- -- -- -- 611 -- --
Minority interests....................... 1,979 395 223 (299) (3,728) (465) (764)
Provision for income taxes(d)............ -- -- -- -- (875) -- (1,926)
------- ------- ------- -------- -------- -------- ---------
Net income (loss)........................ $(4,403) $(4,515) $(5,259) $ (9,268) $ 20,727 $ 3,524 $ 3,350
======= ======= ======= ======== ======== ======= =========
Net income per share(e).................. $ .24 $ .04 $ .04
Weighted average number of shares
outstanding (in thousands)............. 87,111 87,111 87,228
Pro forma net income(f).................. $ 20,476 $ 3,628
Pro forma net income per share(f)........ $ .20 $ .04
Weighted average number of pro forma
shares outstanding (in thousands)...... 100,365 100,482
Supplemental pro forma income before
extraordinary item(g).................. $ 26,964 $ 5,949
Supplemental pro forma income per share
before extraordinary item(g)........... $ .26 $ .06
Weighted average number of supplemental
pro forma shares outstanding (in
thousands)............................. 103,319 105,779
</TABLE>

- ---------------

(Footnotes appear on the following page)

14
<PAGE> 17

<TABLE>
<CAPTION>
THE PREDECESSORS(a) THE COMPANY
-------------------------------------------- -------------------
FISCAL(b)
--------------------------------------------------------- MARCH 31,
1991 1992 1993 1994 1995 1996
------- ------- ------- -------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA
(at year end):
Working capital............. $(3,173) $ 7,726 $17,231 $ 3,925 $ 15,528 $ 6,828
Total assets................ 15,196 30,841 80,183 144,923 240,185 248,221
Long-term debt.............. 3,155 4,724 30,091 82,819 122,745 123,461
Minority interests.......... -- 2,605 4,507 8,959 10,466 11,230
Redeemable warrants......... -- -- -- -- 15,000 15,000
Stockholders' equity........ 311 (4,204) 16,298 7,459 28,145 31,467
</TABLE>

- ---------------
Footnotes:

(a) From inception until October 21, 1991, the business and operations of the
Company were conducted by a corporation that was majority owned by Messrs.
Barish and Earl. On October 21, 1991, the minority investor's interest was
redeemed and the corporation was merged into PHI, a corporation wholly owned
by Messrs. Barish and Earl. Shortly thereafter, PHI opened the first Planet
Hollywood unit in New York City and a 1% minority interest in PHI was issued
to an unrelated party. In June 1993, PHI transferred substantially all its
assets and liabilities to PHL, a limited partnership, in exchange for the
sole general partnership interest, and PHIL, a wholly owned subsidiary of
PHH, an entity 50% owned by Mr. Ong and 50% owned by HPL, a public company
of which Mr. Ong is the largest stockholder, purchased the sole limited
partnership interest for cash. Commencing in fiscal 1991, participation
interests in the Predecessors were issued to certain celebrities and others.
Effective January 1, 1995, PHI was merged into PHII in exchange for voting
common stock of PHII, PHIL transferred to PHII its limited partnership
interest in PHL and caused its parent company to transfer to PHII a 50%
interest in PH Asia in exchange for voting common stock of PHII, and the
holders of the participation interests in the Predecessors transferred such
interests to PHII in exchange for non-voting common stock of PHII, which was
reclassified as voting Class A Common Stock immediately prior to the
effectiveness of the Registration Statement for the Company's initial public
offering of its Class A Common Stock. As a result, PHII succeeded to all the
assets, liabilities and operations of the Predecessors.

(b) At the beginning of fiscal 1994, the Company elected to change its
accounting period from a calendar year ending December 31 to a 52-53 week
fiscal year ending on the Sunday nearest December 31 of each year.

(c) At December 31, 1993, the Company owned a 47.5% equity interest in PH
London. Prior to fiscal 1994, the Company's investment was accounted for
under the equity method of accounting and in fiscal 1993, the Company
recorded $198,000 of equity in the loss incurred by PH London. Effective
January 1, 1994, the Company increased its ownership equity interest in PH
London to over 50%. As a result, the operations of PH London are
consolidated in the Company's results for fiscal 1994 and 1995. In fiscal
1995, the Company recorded $848,000 of equity in the income of two
unconsolidated affiliates, PH Asia and ECE, a Mexican company that owns the
Planet Hollywood franchised unit in Cancun. See Note 4 to the Consolidated
Financial Statements of the Company.

(d) See Note 10 to the Consolidated Financial Statements of the Company.

(e) See Note 1 to the Consolidated Financial Statements of the Company.

15
<PAGE> 18

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

The Company's business commenced in October 1991 with the opening of the
first Planet Hollywood unit in New York City. As of December 31, 1995, the
Company owned all or a majority portion of and operated 22 Planet Hollywood
units and one Official All Star Cafe unit. In addition, at that date, the
Company had franchised six Planet Hollywood units. In fiscal 1993, 1994 and
1995, the Company and its franchisees opened four, 11 and 11 units,
respectively. Accordingly, because of the Company's rapid growth, the results of
operations for fiscal 1993, 1994 and 1995 are not necessarily comparable.

On January 1, 1994, the Company adopted for financial reporting purposes a
52-53 week fiscal year ending on the Sunday closest to December 31. All fiscal
years discussed herein had a length of approximately 52 weeks.

The Company's revenues consist of (i) food and beverage revenues, (ii)
merchandise revenues, (iii) royalties and (iv) franchise fees. Food and beverage
revenues and merchandise revenues are solely those derived from Company-owned
units and are referred to herein as "Direct Revenues." For fiscal 1995, food and
beverage revenues were approximately 60.7% of Direct Revenues and merchandise
revenues were approximately 39.3% of Direct Revenues. Merchandise revenues as a
percentage of Direct Revenues have increased 8.5 percentage points since 1992 as
consumer awareness of the Planet Hollywood brand has grown, and one of the
Company's business goals is to continue to increase this percentage.

The Company expects to pursue franchise and joint venture arrangements in
the future primarily in international markets where the local region presents
certain political or economic risks, where an association with local owners
would be advantageous due to their market expertise or connections with the
local entertainment industry, or where required by local laws. As the Company
pursues its international expansion plans, it expects that a significant
proportion of the units opened in international markets will be franchised
units. Upon the execution of a franchise agreement, a franchisee is typically
required to pay an initial franchise fee, ranging from $1.0 million to $3.0
million, which is recognized as revenue in the Company's financial statements
when all the Company's pre-opening obligations in respect of the unit are
fulfilled and the franchised unit opens. Thereafter, each franchisee is required
to pay royalties based on its gross revenues from food, beverage and merchandise
sales. Royalties typically range from 5% to 10% of food and beverage revenues
and 10% to 15% of merchandise revenues. The Company will not generally receive
franchise fees in respect of franchised units that are opened by PH Asia
pursuant to its master franchise and license arrangement, except in some cases
when PH Asia sub-franchises a unit, in which event the Company will receive its
customary franchise fee from the sub-franchisee. Royalties from any units
sub-franchised by PH Asia will be paid to PH Asia. See
"Business -- Franchising."

As the Company opens and franchises new units outside the United States, it
will be exposed to increased foreign currency risks. In the past, the Company
has managed these risks by ensuring that all significant long term and current
operating obligations are recorded in the local currency and matched against
receipts in such currency. The resulting cash flow, as well as royalty receipts,
are converted to U.S. dollars on a periodic basis. The Company intends to
continue this policy in the future. The Company has not engaged, and does not
expect in the future to engage, in any significant hedging activities with
respect to its non-U.S. dollar operations.

The Company capitalizes pre-opening expenses for each of its new units and
amortizes such costs over the 12-month period following the opening of the unit.
Pre-opening costs consist of direct costs related to hiring and training the
initial workforce and other direct costs related to opening a new unit,
including expenses related to the grand opening. The grand opening of each unit
generates significant attention among the entertainment industry, the media and
prospective customers. Pre-opening expenses during fiscal 1993, 1994 and 1995
averaged approximately $1.7 million per unit.

16
<PAGE> 19

During the initial period following its opening, a new unit typically
realizes higher revenues than in subsequent periods of operation, depending in
part on the season in which it is opened. Based on this experience, a unit is
included in the "same unit" analysis discussed below only after it has been open
for a full fiscal period after the eighteenth month of its operations, at which
time its performance for that period can be compared to its performance for the
first full period following the sixth month of its operations (the comparable
year ago period). Accordingly, to date, a limited number of units have been
included in the "same unit" analysis. In addition, during the initial period of
its operations, a new unit's merchandise revenues may represent a lesser
percentage of its Direct Revenues than in subsequent periods. Accordingly, on an
overall basis, merchandise revenues as a percentage of Direct Revenues may
fluctuate from period to period depending on the extent of new unit openings in
a particular period.

The Company believes that the factors that will drive the future growth of
its business will be the opening of new units and, to some extent, capitalizing
on its brands through additional avenues outside the restaurant industry. The
Company expects that the revenues and profits, if any, derived from, and the
development and operating costs associated with, its future Company-owned Planet
Hollywood units will tend to be lower on a per unit basis than those derived
from most of its existing Company-owned units, primarily because new units will
generally be located in smaller tourist markets than those in which many of its
existing Planet Hollywood units operate. The Company also expects, however, that
this trend may be somewhat offset by the opening of new Official All Star Cafe
units, which initially will be located in certain of the world's largest tourist
markets. There can be no assurance, however, that any such units will open or
that they will be successful.

As a result of its prepayment of the Senior Subordinated Notes, in fiscal
1996, the Company will record an extraordinary charge of approximately $10
million, net of taxes, reflecting the difference between the face amount of the
Senior Subordinated Notes and the carrying value thereof on the Company's
balance sheet on the date of prepayment, as well as the write-off of related
debt issuance costs.

Concurrently with the consummation of the Initial Public Offerings, the
Company acquired all the minority interests in All Star and substantially all
the minority interests in PH London and, in May 1996, acquired all the minority
interests in PH Washington, PH Maui and PH New York and the remaining minority
interests in PH London. As a result, All Star, PH London, PH Washington, PH Maui
and PH New York became wholly owned subsidiaries of the Company. The Minority
Interest Exchanges will substantially diminish the significance of minority
interests in the Company's results of operations in future periods.

OPERATING RESULTS

The following table sets forth operating results of the Company expressed
as a percentage of total revenues (except where otherwise indicated) for fiscal
1993, 1994 and 1995 and the three months ended April 2, 1995 and March 31, 1996.
The table also sets forth certain relevant operating data for the periods
presented.

17
<PAGE> 20

<TABLE>
<CAPTION>
THREE MONTHS ENDED
FISCAL ----------------------
------------------------- APRIL 2, MARCH 31,
1993 1994 1995 1995 1996
----- ----- ----- -------- ---------
<S> <C> <C> <C> <C> <C>
Costs and expenses:
Food and beverage cost of sales(a)............ 23.9% 25.4% 23.9% 24.1% 22.9%
Merchandise cost of sales(b).................. 39.1 36.8 36.4 36.6 35.6
Operating expenses(c)......................... 47.7 49.7 44.1 43.2 46.8
General and administrative.................... 39.8 15.6 7.4 8.3 6.4
Depreciation and amortization................. 9.2 12.9 8.2 9.1 8.9
Equity in (income) losses of unconsolidated
affiliates................................. 0.6 -- (0.3) -- (1.0)
Total costs and expenses.............. 118.3 103.9 86.7 89.4 86.9
Income (loss) from operations................... (18.3) (3.9) 13.3 10.6 13.1
Interest income (expense), net.................. 0.5 (3.2) (4.2) (2.9) (5.2)
Gain on sale of subsidiary interests............ -- -- 0.2 -- --
Minority interests.............................. 0.7 (0.2) (1.4) (.9) (1.0)
Provision for income taxes...................... -- -- (0.2) -- (2.5)
Net income (loss)............................... (17.1) (7.4) 7.7 6.8 4.3
OPERATING DATA:
Units open at period end:
Company-owned................................. 4 15 23 16 25
Franchised.................................... 3 3 6 3 7
----- ----- ----- -------- ---------
Total................................. 7 18 29 19 32
Food and beverage revenues(c)................... 66.6% 65.2% 60.7% 60.3% 63.6%
Merchandise revenues(c)......................... 33.4 34.8 39.3 39.7 36.4
----- ----- ----- -------- ---------
Total Direct Revenues................. 100.0% 100.0% 100.0% 100.0% 100.0%
===== ===== ===== ====== =======
</TABLE>

- ---------------

(a) As a percentage of food and beverage revenues.
(b) As a percentage of merchandise revenues.
(c) As a percentage of Direct Revenues.

Three months ended March 31, 1995 Compared to three months ended April 2, 1995

Revenues. Total revenues increased 48.8% from $51.8 million in the first
three months of fiscal 1995 to $77.0 million in the first three months of fiscal
1996.

Direct revenues increased 45.7% from $51.6 million in the first three
months of fiscal 1995 to $75.2 million in the first three months of fiscal 1996,
due primarily to the opening of eight Company-owned units after the first
quarter of fiscal 1995 and the opening of two Company-owned Planet Hollywood
units in the first three months of 1996, which was partially offset by the sale
of the Planet Hollywood unit in Cancun in fiscal 1995. Direct revenues on a same
unit basis (9 units) decreased 4.6% from $24.1 million in the first three months
of fiscal 1995 to $23.0 million in the first three months of fiscal 1996. As a
percentage of Direct Revenues, merchandise sales for all Company-owned units
decreased from 39.7% in the first three months of fiscal 1995 to 36.4% in fiscal
1996.

Franchise fees were $1.0 million in the first three months of fiscal 1996,
reflecting the opening of the Official All Star Cafe in Cancun. Royalties
increased from $0.2 million in the first three months of fiscal 1995 to $0.8
million in fiscal 1996, due primarily to the opening of the Official All Star
Cafe in Cancun, the opening of two franchised Planet Hollywood units after the
first quarter of fiscal 1995 and the sale of the Planet Hollywood unit in Cancun
to a franchisee in fiscal 1995.

Costs and expenses. Food and beverage costs decreased from 24.1% of food
and beverage revenues in the first three months of fiscal 1995 to 22.9% in the
first three months of fiscal 1996 primarily as result of improved buying power
and efficiencies from the greater unit base, allowing for favorable negotiations
with suppliers. Merchandise costs decreased from 36.6% of merchandise revenues
in the first three months of fiscal 1995 to 35.6% in the first three months of
fiscal 1996 primarily as a result of improved buying power and favorable
negotiation with suppliers. Operating expenses, which consist primarily of
labor, occupancy and

18
<PAGE> 21

other direct unit operating costs, increased from 43.2% of Direct Revenues in
the first three months of fiscal 1995 to 46.8% in the first three months of
fiscal 1996, primarily due to the effect of the Company's opening units in
Europe since the first quarter of 1995 and the lower operating costs of the
Planet Hollywood unit in Cancun included in the first quarter of 1995.

General and administrative expenses increased from $4.3 million in the
first three months of fiscal 1995 to $5.0 million in the first three months of
fiscal 1996, due primarily to the continued development of the Official All Star
Cafe corporate infrastructure. As a percent of total revenues, general and
administrative expenses decreased from 8.3% in the first three months of fiscal
1995 to 6.4% in the first three months of fiscal 1996, due primarily to the
larger number of units in operation during the first quarter of fiscal 1996.
Depreciation and amortization increased 45.5% from $4.7 million in the first
three months of fiscal 1995 to $6.9 million in the first three months of fiscal
1996, due primarily to the larger number of units in operation during the first
quarter of fiscal 1996. As a percent of total revenues, depreciation and
amortization costs decreased from 9.1% in the first three months of fiscal 1995
to 8.9% in the first three months of fiscal 1996, due primarily to the
distribution of pre-opening expense amortization over a larger unit base. Equity
in income of unconsolidated affiliates increased from $10,000 in the first three
months of fiscal 1995 to $748,000 in the first three months of fiscal 1996,
which was attributable to the Company's minority investment in ECE acquired in
fiscal 1996.

Interest income (expense), net. Net interest expense increased from $1.5
million in the first three months of fiscal 1995 to $4.0 million in the first
three months of fiscal 1996, due primarily to interest charges associated with
the Senior Subordinated Notes (issued in August 1995) and development loans made
by the Company's principal stockholders in the first three months of fiscal
1995.

Other. Minority interests increased from $0.5 million in the first three
months of fiscal 1995 to $0.8 million in the first three months of fiscal 1996,
due to the increased profitability of the Washington, D.C. and Maui units.

Provision for Income Taxes. The provision for income taxes was $1.9
million for the first three months of fiscal 1996. For the first three months of
fiscal 1995, the Company had no provision for income taxes due to a reversal of
a portion of the Company's deferred tax valuation allowance.

Fiscal 1995 Compared to Fiscal 1994

Revenues. Total revenues increased 114.9% from $125.9 million in fiscal
1994 to $270.6 million in fiscal 1995.

Direct Revenues increased 120.5% from $120.2 million in fiscal 1994 to
$265.0 million in fiscal 1995, due primarily to the opening of eight new
Company-owned units in fiscal 1995 ($56.9 million of the increase) and the
inclusion of a full year of operations of the nine Company-owned Planet
Hollywood units opened in fiscal 1994 ($75.5 million of the increase). Direct
Revenues on a same-unit basis (two units) increased 10.5% from $39.5 million in
fiscal 1994 to $43.6 million in fiscal 1995. As a percentage of Direct Revenues,
merchandise sales increased from 34.8% in fiscal 1994 to 39.3% in fiscal 1995,
reflecting the Company's continuing emphasis on enhancing brand awareness by
expanding merchandise sales.

Franchise fees were $4.0 million in both fiscal 1994 and fiscal 1995.
Royalties decreased 9.9% from $1.7 million in fiscal 1994 to $1.6 million in
fiscal 1995, due primarily to the effects of the Company's acquisition of the
Planet Hollywood Cancun franchised unit in December 1994. This unit was operated
as a Company-owned unit until July 1995, when it was resold as a franchise to
ECE.

Costs and expenses. Food and beverage costs decreased from 25.4% of food
and beverage revenues in fiscal 1994 to 23.9% in fiscal 1995 as a result of
improved buying power and efficiencies from the greater unit base, allowing for
favorable negotiations with suppliers. Merchandise costs remained substantially
constant as a percentage of merchandise revenues. Operating expenses, which
consist primarily of labor, occupancy and other direct unit operating costs,
decreased from 49.7% of Direct Revenues in fiscal 1994 to 44.1% in fiscal 1995,
due primarily to greater operating efficiencies and increased knowledge of store
trends allowing management to anticipate more accurately unit level labor needs.

19
<PAGE> 22

General and administrative expenses increased from $19.6 million in fiscal
1994 to $20.1 million in fiscal 1995, as the Company continued to develop its
infrastructure. However, these expenses were offset by reduced legal costs and
cost savings generated from the sale of a Company-owned aircraft to an
unaffiliated third party. See "Certain Transactions." As a percent of total
revenues, general and administrative expenses decreased from 15.6% in fiscal
1994 to 7.4% in fiscal 1995 due to the greater number of Company-owned units
contributing to total revenues. Depreciation and amortization increased 36.7%
from $16.2 million in fiscal 1994 to $22.2 million in fiscal 1995, due primarily
to the larger number of Company-owned units in operation during fiscal 1995. As
a percentage of total revenues, depreciation and amortization decreased from
12.9% in fiscal 1994 to 8.2% in fiscal 1995, due primarily to the distribution
of pre-opening expense amortization over a larger unit base. The $0.8 million of
equity in income of unconsolidated affiliates in fiscal 1995 was attributable to
the Company's minority investments in PH Asia and ECE.

Interest income (expense), net. Net interest expense increased 177.0% from
$4.1 million in fiscal 1994 to $11.2 million in fiscal 1995, due primarily to
interest charges associated with the Senior Subordinated Notes (which were
issued in August 1995) and development loans made by the Company's principal
stockholders in fiscal 1994 and 1995.

Other. Minority interests increased from $0.3 million in fiscal 1994 to
$3.7 million in fiscal 1995, due primarily to increased profitability of the
London and Washington, D.C. units. In fiscal 1995, the Company realized a $0.6
million gain on the sale of a portion of its interest in the entity that owns
the Washington, D.C. Planet Hollywood unit.

Provision for income taxes. Prior to fiscal 1995, due to the tax
characteristics of the Predecessors, operating losses incurred by the
Predecessors were not realized by the Predecessors for tax purposes but rather
were passed through to the equity owners of the Predecessors. Accordingly, no
provision for income taxes was recorded for any fiscal year preceding 1995 and
no net operating loss carryforwards from the Predecessors are available from
those years for tax purposes in future years. The Company, however, has
available until the year 2010 net operating loss carryforwards of $2.3 million
from two subsidiaries that were consolidated in fiscal 1995. In fiscal 1995, the
Company recorded a provision for income taxes of $0.9 million. In fiscal 1996
and thereafter, the Company expects the provision for income taxes to reflect
the statutory rate rather than the effective rate in fiscal 1995, which was
approximately 4.1% due primarily to a reduction in the deferred tax valuation
allowance of approximately $8.5 million. See Note 10 to the Consolidated
Financial Statements of the Company.

Fiscal 1994 Compared to Fiscal 1993

Revenue. Total revenues increased 310.5% from $30.7 million in fiscal 1993
to $125.9 million in fiscal 1994.

Direct Revenues increased 337.2% from $27.5 million in fiscal 1993 to
$120.2 million in fiscal 1994, due primarily to the opening of nine new
Company-owned units in fiscal 1994 ($47.3 million of the increase) and the
inclusion of a full year of operations for the three Company-owned units opened
in fiscal 1993 ($22.6 million of the increase). In addition, in fiscal 1994,
Direct Revenues increased by $22.4 million as a result of the consolidation of
the PH London revenues in the Company's consolidated results. In fiscal 1993,
the London unit had been accounted for under the equity method of accounting. As
a percentage of Direct Revenues, merchandise sales increased from 33.4% in
fiscal 1993 to 34.8% in fiscal 1994, reflecting the Company's continuing
emphasis on expanding its merchandising efforts.

Franchise fees were $4.0 million in fiscal 1994. No franchise fees were
recognized in fiscal 1993. The increase was attributable to the openings of the
Hong Kong and Jakarta, Indonesia franchised units. Royalties decreased 45.6%
from $3.2 million in fiscal 1993 to $1.7 million in fiscal 1994, due primarily
to the effect of the consolidation in fiscal 1994 of the results of PH London.

Costs and expenses. Food and beverage costs increased from 23.9% of food
and beverage revenues in fiscal 1993 to 25.4% in fiscal 1994, due primarily to
inefficiencies associated with operating a larger percentage of new units.
Merchandise costs decreased from 39.1% of merchandise revenues in fiscal 1993 to
36.8% in

20
<PAGE> 23

fiscal 1994, due primarily to improved buying power associated with the larger
number of units in operation. Operating expenses increased from 47.7% of Direct
Revenues in fiscal 1993 to 49.7% in fiscal 1994, due primarily to a build-up of
management personnel to implement the 1995 expansion plan.

General and administrative expenses increased 61.0% from $12.2 million in
fiscal 1993 to $19.6 million in fiscal 1994 as the Company continued to
establish an infrastructure to support its rapid growth. However, these expenses
decreased as a percentage of total revenues from 39.8% in fiscal 1993 to 15.6%
in fiscal 1994 due to the greater number of Company-owned units and the related
increase in revenues. Depreciation and amortization increased 476.0% from $2.8
million in fiscal 1993 to $16.2 million in fiscal 1994 because of the
amortization of pre-opening expenses of Company-owned units opened in fiscal
1993 and fiscal 1994. The $0.2 million of equity in income of unconsolidated
affiliates in fiscal 1993 was attributable to the Company's then minority
investment in PH London.

Interest income (expense), net. Net interest expense of $4.1 million in
fiscal 1994 resulted from interest charges associated with development loans
made by the Company's principal stockholders at the end of fiscal 1993 and in
fiscal 1994.

Other. Minority interests changed from an allocation of loss of $0.2
million in fiscal 1993 to an allocation of income of $0.3 million in fiscal
1994, due primarily to increased profitability of units owned by entities with
minority interests.

LIQUIDITY AND CAPITAL RESOURCES

The following table presents a summary of the Company's cash flows for
fiscal 1993, 1994 and 1995 and the three months ended March 31, 1996 (dollars in
thousands):

<TABLE>
<CAPTION>
FISCAL
------------------------------ MARCH 31,
1993 1994 1995 1996
-------- -------- -------- ---------
<S> <C> <C> <C> <C>
Net cash provided by (used in) operating
activities.................................. $ (9,560) $ (3,146) $ 33,370 $ 10,374
Net cash used in investing activities......... (32,503) (52,490) (75,599) (17,088)
Net cash provided by (used for) financing
activities.................................. 41,395 49,816 52,128 (133)
Net increase (decrease) in cash and cash
equivalents................................. (668) (5,820) 9,899 (6,847)
</TABLE>

The Company does not have significant receivables or inventory and receives
trade credit based upon negotiated terms in purchasing food products and other
supplies. Therefore, the Company's business has not required significant working
capital to meet its operating requirements. The Company requires capital
primarily for the development and operation of Company-owned units and has
historically financed these activities from development loans and capital
contributions by its stockholders, cash generated from operations and fees
received in connection with the sale of franchises. In addition, in August 1995
the Company received net proceeds of $57.2 million from the sale of the Senior
Subordinated Notes, including the Warrants.

Net cash provided by financing activities in fiscal 1993, 1994 and 1995 was
$41.4 million, $49.8 million and $52.1 million, respectively. In fiscal 1993,
the primary sources of liquidity were development loans from stockholders and
equity contributions. In fiscal 1994, the primary sources of financing were
development loans from stockholders. In fiscal 1995, the primary sources of
financing were the sale of the Senior Subordinated Notes and Warrants and
development loans from stockholders.

Net cash provided by (used in) operating activities in fiscal 1993, 1994
and 1995 was ($9.6) million, ($3.1) million and $33.8 million, respectively. The
decrease in net cash used in operating activities from fiscal 1993 to fiscal
1994 primarily reflects a significant increase in accounts payable and the
consolidation of PH London, offset primarily by an increase in capitalized
pre-opening costs and in inventories in fiscal 1994. The increase in cash
provided by operating activities from fiscal 1994 to fiscal 1995 is due
primarily to the Company becoming profitable with net income of $20.7 million in
fiscal 1995, as compared to a net loss of

21
<PAGE> 24

$9.3 million in fiscal 1994, and lower working capital requirements in fiscal
1995, offset in part by an increase in pre-opening costs and other assets.
Pre-opening expenses, which are capitalized and amortized over a 12-month period
following the opening of a unit, were $5.3 million, $17.0 million and $15.5
million for fiscal 1993, 1994 and 1995, respectively, and averaged $1.7 million
per unit during such three-year period.

Net cash used in investing activities in fiscal 1993, 1994 and 1995 was
$32.5 million, $52.5 million and $75.6 million, respectively. The increase in
net cash used in investing activities from fiscal 1993 to fiscal 1994, and from
fiscal 1994 to fiscal 1995, was primarily the result of the increased
development and construction of new units and the purchase in fiscal 1994 of the
Planet Hollywood unit in Cancun from the franchisee. Capital expenditures for
fiscal 1993, 1994 and 1995 were $29.3 million, $52.1 million and $80.3 million,
respectively.

Net cash provided by (used in) operating activities for the first three
months of fiscal 1996 was $10.4 million. The increase primarily reflects net
income of $3.4 million, increases in accounts payable of $1.9 million and
decreases in inventories of $1.2 million offset by increases in capitalized
pre-opening costs ($3.6 million) and increases in other assets ($1.5 million).
Net cash used in investing activities for the first three months of fiscal 1996
was $17.1 million primarily as a result of continued development and
construction of new units. There was no significant cash provided by financing
activities for the first three months of fiscal 1996.

The Company expects to open approximately 10 additional Company-owned units
during the remainder of fiscal 1996 and anticipates total 1996 capital
expenditures to approximate $95 million.

Of the approximately $193.0 net proceeds to the Company from the Initial
Public Offerings, the Company used approximately $130.8 million to prepay
indebtedness consisting of approximately $66.3 million of notes payable to
PHDFP, $60.0 million of Senior Subordinated Notes held by institutional
investors and $4.5 million of notes payable to Messrs. Barish and Earl. The
remaining $62.6 of such net proceeds have been and will be used for general
corporate purposes, including the development and construction of new units
during 1996.

Under the Company's credit agreement with certain banks (the "Credit
Agreement"), the Company has an unsecured $50.0 million revolving credit line
which expires in May 1998. Outstanding borrowings thereunder bear interest at a
per annum rate equal to LIBOR prevailing from time to time plus 1.25%.

The joint venture arrangement between the Company and Marvel specifies that
Marvel will provide $36 million of financing for the development of the initial
Marvel Mania units. The Company has no obligation to commit any of its funds for
such units.

The Company expects that cash generated from operations, proceeds from the
Initial Public Offerings not used to prepay indebtedness and funds available
under the Credit Agreement will be sufficient to meet its capital requirements
for at least the next eighteen months.

SEASONAL AND QUARTERLY COMPARISONS

The Company's revenues have been seasonal, due to the greater number of
tourists who patronize the Company's units during the summer and year-end
holiday seasons. Although units in certain locations are affected by different
seasonal influences, the Company has historically experienced its strongest
operating results from June through August. As the Company enters new markets
and develops new concepts, quarterly results may fluctuate more significantly.
Moreover, as a result of the substantial revenues associated with each new
Company-owned unit and the recognition of franchise fees, the timing of new unit
openings may result in

22
<PAGE> 25

significant fluctuations in quarterly results. The following tables set forth by
fiscal quarter in fiscal 1994 and 1995 the Company's revenues, income (loss)
from operations and net income (loss)(dollars in thousands):

<TABLE>
<CAPTION>
FISCAL 1994
------------------------------------------------
Q1 Q2 Q3 Q4 TOTAL
------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
Revenues:
Food and beverage..................... $12,706 $16,441 $24,824 $24,406 $ 78,377
Merchandise........................... 4,819 7,131 14,814 15,062 41,826
Royalties............................. 182 182 182 1,183 1,729
Franchise fees........................ -- 2,000 -- 2,000 4,000
------- ------- ------- ------- --------
Total revenues................ 17,707 25,754 39,820 42,651 125,932
Income (loss) from operations........... (4,193) (684) 141 (179) (4,915)
Net loss................................ (4,497) (1,514) (1,403) (1,854) (9,268)
</TABLE>

<TABLE>
<CAPTION>
FISCAL 1995 FISCAL
------------------------------------------------ 1996
Q1 Q2 Q3 Q4 TOTAL Q1
------- ------- ------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Food and beverage............. $31,131 $38,078 $46,981 $44,807 $160,997 $47,787
Merchandise................... 20,475 25,540 30,615 27,421 104,051 27,398
Royalties..................... 159 166 464 769 1,558 840
Franchise fees................ -- 2,000 -- 2,000 4,000 1,000
------- ------- ------- ------- -------- -------
Total revenues........ 51,765 65,784 78,060 74,997 270,606 77,025
Income from operations.......... 5,510 12,090 12,371 5,977 35,948 10,071
Net income...................... 3,524 9,199 7,753 251 20,727 3,350
</TABLE>

23
<PAGE> 26

BUSINESS

GENERAL

THE COMPANY'S RESTAURANT-MERCHANDISE STORE CONCEPT

The key elements of the Company's restaurant-merchandise store concept are
as follows:

Broad-based themes. The Company focuses on themes that it believes
have universal appeal, such as movies and sports.

24
<PAGE> 27

Distinctive design features. All the Company's units are
characterized by spectacular physical design and layout and typically have
striking facades intended to attract attention. Each unit prominently
displays a rotating collection of authentic memorabilia and features
custom-designed videos and soundtracks based on the unit's theme.

High profile locations. The Company selects its unit locations based
on their proximity to popular attractions or areas in major tourist
markets, such as Walt Disney World in Orlando, Caesar's World Forum Shops
in Las Vegas, Piccadilly Circus in London and the Champs Elysees in Paris.

Celebrity participation. The Company's units are distinguished by the
promotional activities of its celebrity stockholders and by the significant
media coverage of appearances by celebrities at each unit's grand opening
and at special events thereafter.

Extensive retail merchandising. Each unit includes an integrated
retail store offering premium quality merchandise displaying the Company's
distinctive brands and logo designs. Merchandising provides additional
off-site promotion of the Company's brands and the Company's merchandise
sales yield higher operating margins than do its food and beverage sales.

Quality food. Each unit serves freshly prepared, high quality,
popular cuisine designed to appeal to a variety of tastes and budgets with
an emphasis on reasonably priced signature items and items of particular
appeal to the local market.

Quality service. In order to maintain its unique image, the Company
provides attentive and friendly service with a high ratio of service
personnel to customers, and invests heavily in the training and supervision
of its service personnel.

As a result of these factors, the 14 Company-owned units that were open
throughout fiscal 1995 generated average revenues of approximately $14.3 million
per unit, average operating income of approximately $3.2 million per unit (or
22.6% of revenues per unit), average cash flow (operating income plus
depreciation and amortization) of approximately $4.1 million per unit (28.5% of
revenues per unit) and average sales per square foot of approximately $840. The
average cash investment, excluding pre-opening expenses, to open these 14 units
was approximately $5.6 million per unit, net of landlord allowances. The average
pre-opening expenses for these 14 units were approximately $1.7 million per
unit. The Company expects that its average cash investment for new Planet
Hollywood units in the future will be lower than that for its existing units
because the new units are expected to be located in smaller markets and
therefore will be smaller in size. The Company anticipates that its average cash
investment, including pre-opening expenses, to open future Official All Star
Cafe units will be approximately $7.0 million to $10.0 million per unit.

LAYOUT AND DESIGN

The Company's units generally range in size from approximately 12,000 to
36,000 square feet and in seating capacity from 230 to 600 persons. Each Planet
Hollywood unit features authentic movie memorabilia, including props and
costumes ranging from movie classics, such as Gone with the Wind, to the latest
academy award winning film, Forrest Gump, as well as items from the celebrity
stockholders' movies, such as Arnold Schwarzenegger's cyborg from Terminator,
Sylvester Stallone's boxing shorts from Rocky, Bruce Willis' motorcycle from
Pulp Fiction and Demi Moore's uniform from A Few Good Men. Each Official All
Star Cafe unit resembles the inside of a sports arena or stadium and displays
sports memorabilia such as the contract for Babe Ruth's trade from the Red Sox
to the Yankees, authentic celebrity-owned uniforms and athletic equipment, the
basketball backboard that Shaquille O'Neal shattered while dunking in his rookie
season, Andre Agassi's high school trophies and ponytail and other items of
personal interest from the careers of the sports celebrity stockholders. The
memorabilia collection consists of items donated or loaned by celebrities, movie
studios, sports franchises and private collectors as well as items purchased by
the Company. Diners are entertained by custom-designed videos, recorded music,
movie trailers, televised live sporting events, footage of famous moments in
sports, movie montages and live coverage of patrons displayed on large screens
throughout the units. Certain of the units have separate screening or private
rooms for viewing movies and special sporting events.

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<PAGE> 28

SITE SELECTION

The Company typically locates its units at high profile sites in major
tourist markets such as Walt Disney World, Caesar's World Forum Shops,
Piccadilly Circus, the Champs Elysees and Times Square. The Company believes
that tourists comprise a majority of its customers at most locations,
particularly during the summer months and holiday seasons. By locating units in
high profile, heavy traffic areas, the Company is able to attract both
destination customers as well as passers-by who are drawn to the units' unique
facades and exciting environment. Proper site selection is essential to the
success of a unit, and the Company devotes significant time and resources to
analyzing each prospective location. In addition to assessing demographic
information for each prospective site, management considers factors such as
visibility, traffic patterns, accessibility, proximity to entertainment centers
and theme parks and other tourist attractions, the area's restaurant competition
and average income levels for the area. Once a particular city has been approved
by senior management, real estate brokers and agents are hired to locate
appropriate and available locations on reasonable terms and conditions.

CELEBRITY INVOLVEMENT

A number of motion picture and sports celebrities promote the Company and
allow the Company to use their names, pictures and select memorabilia in
advertising, promoting and operating its units. These celebrities include, in
addition to the founding movie and sports celebrities, such stars as Tom Arnold,
Cindy Crawford, Danny Glover, Melanie Griffith, Don Johnson, Luke Perry, Steven
Seagal, Charlie Sheen, Wesley Snipes and Jean-Claude Van Damme.

Each celebrity has generally granted the Company the right to use his or
her name, approved likeness, approved biography and selected career memorabilia
in connection with the promotion, advertising and operation of the Company's
units. The Company must obtain prior consent with respect to any use of a
celebrity's name or likeness in connection with sales of merchandise. In
addition, each celebrity has agreed, for a period of five years, to engage in
various promotional activities on behalf of the Company, including attending the
grand openings of new units, screening new movies at the units and making
periodic appearances at parties and other special events at the units.

In consideration for these grants of rights and promotional agreements, the
Company has issued to these celebrities shares or options to acquire shares of
its Common Stock. Resale of the shares is restricted for varying periods of
years and the options are subject to forfeiture in certain circumstances. See
"Description of Capital Stock" and "Management -- Stock Incentive Plans." Motion
picture and sports celebrities as a group own or have options to acquire an
aggregate of 20,835,866 shares of Common Stock, representing approximately 19.4%
of the outstanding Common Stock on a fully diluted basis.

The Company anticipates that it will be able to continue to attract new
celebrities to enter into promotional agreements with the Company similar to
those currently in effect, including provision for the issuance to those
celebrities of shares or options to acquire shares of its Common Stock in
amounts that, in the aggregate, are not expected to be material. There can be no
assurance, however, of the extent to which major motion picture, sports or other
celebrities will promote the Company or its units in the future.

MERCHANDISING

Each unit's retail store offers premium-quality fashion merchandise, such
as jackets, T-shirts, sweatshirts and hats, as well as watches, pins, key
chains, glasses, stuffed animals and other souvenir items. The Official All Star
Cafe units also offer athletic apparel for several different sports, such as
tennis, basketball and baseball, as well as duffle and equipment bags, all of
which incorporate an "Official All Star Cafe" team theme. All merchandise, which
currently can be purchased only at the units, prominently displays that unit's
colorful and distinctive trademark and logo design and typically the name of the
city in which the unit is located, which enhances the collectible nature of the
items. Each unit's product mix varies to meet the demand of the particular
tourist market in which the unit is located. In cooperation with some of its
celebrity stockholders, the Company has also developed a line of "celebrity
series" merchandise. Items in this line feature artwork and designs created by a
celebrity and a portion of the proceeds from sales of these items are directed
to a charity designated by the celebrity. The Company's merchandise sales yield
higher operating

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<PAGE> 29

margins than do its food and beverage sales and provide additional off-site
promotion for the Company's brands. For fiscal 1995, merchandise sales accounted
for approximately 39.3% of the Company's total revenues from Company-owned units
and represented an average of approximately $3,200 per square foot of retail
selling space.

The Company's units offer generous portions of a wide variety of popular
foods, such as burgers, sandwiches, pastas, pizzas, salads, grilled platters and
fajitas and a variety of appetizers and desserts. While the Planet Hollywood
units have a California/American cuisine emphasis, the menu at its Official All
Star Cafe units includes stadium hot dogs and home-style cooked foods, such as
meat loaf, chicken pot pie and barbecued ribs. All new menu items are chosen on
the basis of sales popularity, ease of preparation and profitability. The food
is of high quality and prepared fresh daily according to recipes created by the
Company. Menu items are generally the same at all units with the same theme,
with certain specialties in each market to accommodate local preferences. Prices
typically range from $4.95 to $8.95 for appetizers, $6.50 to $17.95 for entrees
and $2.95 to $5.95 for desserts. Full bar service is available, and specialty
alcoholic and nonalcoholic drinks have special names based on movie titles and
characters. In fiscal 1995, the average check per person at Company-owned units,
including beverages, was approximately $15.75. Alcoholic beverage sales
generally range from 20% to 30% of a unit's total food and beverage sales,
depending on the market.

SERVICE

The Company emphasizes customer service in order to make each patron's
visit an enjoyable, memorable experience. The Company is committed to providing
its customers prompt, friendly, attentive service. Accordingly, it maintains a
high ratio of service personnel to customers and staffs each unit with an
experienced management team to ensure that its high service standards are
maintained. New employees are trained by experienced employees who are familiar
with Company policies and newly promoted or recently hired managers must
complete an eight-week training program prior to commencing their duties.

UNIT LOCATIONS AND EXPANSION

As of March 31, 1996, the Company, together with its franchisees and
licensees, operated 32 units located in nine countries throughout North America,
Europe and Asia, of which 25 were Company-owned. In May and June 1996, two
additional Planet Hollywood units opened, including one Company-owned unit and
one franchised unit. The Company currently expects to open a total of
approximately 10 Company-owned units during the remainder of fiscal 1996 and
anticipates that its franchisees will open approximately six units and Marvel
Mania will open one unit during the remainder of fiscal 1996. The following
tables provide information about the Company-owned and franchised units that
were operating at March 31, 1996.

COMPANY-OWNED UNITS

<TABLE>
<CAPTION>
APPROXIMATE APPROXIMATE
LOCATION MONTH OPENED SQUARE FOOTAGE SEATING CAPACITY
- --------------------------------------------- ------------------ -------------- ----------------
<S> <C> <C> <C>
PLANET HOLLYWOOD
New York, New York(a)........................ October 1991 16,000 250
London, England(b)........................... May 1993 18,000 350
Chicago, Illinois............................ July 1993 14,300 275
Washington, D.C.(c).......................... October 1993 15,300 275
Mall of America, Minnesota................... December 1993 14,000 225
Aspen, Colorado.............................. January 1994 7,500 150
Phoenix, Arizona............................. March 1994 12,000 250
Miami, Florida............................... May 1994 17,900 300
Maui, Hawaii(d).............................. June 1994 12,900 225
Lake Tahoe, Nevada........................... July 1994 7,400 175
</TABLE>

27
<PAGE> 30

<TABLE>
<CAPTION>
APPROXIMATE APPROXIMATE
LOCATION MONTH OPENED SQUARE FOOTAGE SEATING CAPACITY
- --------------------------------------------- ------------------ -------------- ----------------
<S> <C> <C> <C>
Las Vegas, Nevada............................ July 1994 25,800 500
Dallas, Texas................................ August 1994 13,700 250
Reno, Nevada................................. October 1994 11,000 175
Orlando, Florida............................. December 1994 27,800 500
San Diego, California........................ March 1995 12,700 250
Atlantic City, New Jersey.................... April 1995 19,000 350
New Orleans, Louisiana....................... May 1995 16,400 300
Honolulu, Hawaii............................. June 1995 19,100 300
Atlanta, Georgia............................. June 1995 22,600 300
San Francisco, California.................... July 1995 22,400 325
Paris, France................................ August 1995 34,700 650
Beverly Hills, California.................... September 1995 18,000 225
San Antonio, Texas........................... February 1996 14,600 275
Tel Aviv, Israel............................. February 1996 12,600 250
OFFICIAL ALL STAR CAFE
New York, New York........................... December 1995 36,000 650
</TABLE>

FRANCHISED UNITS

<TABLE>
<CAPTION>
APPROXIMATE APPROXIMATE
LOCATION MONTH OPENED SQUARE FOOTAGE SEATING CAPACITY
- --------------------------------------------- ------------------ -------------- ----------------
<S> <C> <C> <C>
PLANET HOLLYWOOD
Costa Mesa, California(e).................... October 1992 9,350 265
Cancun, Mexico(f)............................ November 1992 10,800 330
Hong Kong(g)................................. May 1994 20,200 355
Jakarta, Indonesia(g)........................ October 1994 17,300 380
Helsinki, Finland(h)......................... October 1995 16,800 300
Barcelona, Spain............................. November 1995 17,000 300
OFFICIAL ALL STAR CAFE
Cancun, Mexico(f)............................ January 1996 18,000 300
</TABLE>

- ---------------

(a) PH New York became wholly owned by the Company as a result of the New York
Exchange. See "Recent Developments" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Overview."
(b) PH London became wholly owned by the Company as a result of the London
Exchange and the Supplemental London Exchange. See "Recent and
Developments" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Overview."
(c) The Washington, D.C. unit became wholly owned by the Company as a result of
the Washington/Maui Exchange. See "Recent Developments" and "Management's
Discussion and Analysis of Financial Condition and Results of
Operation -- Overview."
(d) The Maui unit became wholly owned by the Company as a result of the
Washington/Maui Exchange. See "Recent Developments" and "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Overview."
(e) Under a partnership agreement between the Company and an unrelated
California corporation, the Company receives distributions equal to 5% of
the gross receipts on food and beverage sales and 15% of the gross receipts
on merchandise sales of the Costa Mesa unit.
(f) The Planet Hollywood and Official All Star Cafe units in Cancun are owned
by ECE. See "-- Franchising."

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<PAGE> 31

(g) The Hong Kong and Jakarta units operate under both a single master
franchise agreement and site franchise agreements that provide for royalty
payments to PH Asia, of which the Company owns a 50% interest, as the
assignee of the Company. PH Asia owns a 60% equity interest in the entity
that operates the Hong Kong unit and a 20% equity interest in the entity
that operates the Jakarta unit.
(h) The Helsinki unit is franchised by a company in which the Company owns a
15% interest.

All Company-owned units are located on leased sites, with lease terms
(including renewal options) generally ranging from 20 to 25 years. Typically,
the lease rental includes a fixed rent and additional rent based on a percentage
of total revenue from the unit. In 1995, total rental expense represented
approximately 9.0% of Direct Revenues.

The lease for the Planet Hollywood unit in Orlando (located at Walt Disney
World), which is the Company's highest grossing unit, has certain unique
provisions that are consistent with the standard terms of Walt Disney Co.
leases. The consent of the landlord, an affiliate of Walt Disney Co., is
required for certain transfers of a controlling interest in the Company or
Planet Hollywood (Orlando), Inc. ("PH Orlando"), including any transfer of 50%
or more of the stock of PH Orlando or its subsidiaries, the transfer of a
controlling interest in PH Orlando or the termination of Mr. Earl's active
management role in the Company. The Orlando lease also provides a "right of
first refusal" to the landlord to match any offer by another landlord to locate
any future Planet Hollywood unit or other themed restaurant-merchandise store at
a site within or near a theme park. Moreover, the landlord has the option to
terminate the lease for any reason on 60 days' notice and acquire the
improvements on the premises at a purchase price based on the Fair Market Value
(as defined in the Lease) of the balance of leasehold interests, but would not
be permitted to operate a Planet Hollywood unit at the site.

The Company's corporate offices are located in approximately 27,000 square
feet in Orlando, Florida under a lease expiring in 1998, with an option to
renew.

Management generally will seek to operate future sites as Company-owned
units rather than franchise or joint venture arrangements. The Company expects
to pursue franchise and joint venture arrangements in the future primarily in
international markets where the local region presents certain political or
economic risks, where an association with local owners would be advantageous due
to their market expertise or connections with the local entertainment industry,
or where required by local laws. The following table sets forth certain

29
<PAGE> 32

information with respect to those units which have opened since March 31, 1996
or which the Company anticipates opening during the remainder of 1996 and for
which leases have been signed.

<TABLE>
<CAPTION>
LOCATION OWNERSHIP
------------------------------------------------------------------- --------------
<S> <C>
PLANET HOLLYWOOD
Acapulco, Mexico................................................... Franchised
Amsterdam, Holland................................................. Company-owned
Berlin, Germany.................................................... Company-owned
Disneyland, Paris.................................................. Company-owned
Los Cabos, Mexico.................................................. Franchised
Melbourne, Australia............................................... Franchised
Moscow, Russia..................................................... Franchised
Myrtle Beach, South Carolina(a).................................... Company-owned
Nashville, Tennessee(b)............................................ Company-owned
Oberhausen, Germany................................................ Company-owned
Seattle, Washington................................................ Company-owned
Singapore, Singapore............................................... Franchised
Sydney, Australia(c)............................................... Franchised
Toronto, Canada.................................................... Company-owned
Vancouver, Canada.................................................. Company-owned
OFFICIAL ALL STAR CAFE
Atlantic City, New Jersey.......................................... Company-owned
Las Vegas, Nevada.................................................. Company-owned
Orlando, Florida(d)................................................ Company-owned
MARVEL MANIA
Universal Studios, Los Angeles, California......................... Joint venture
</TABLE>

- ---------------

(a) A stand-alone retail store opened in April 1996 and is expected to be
followed by a restaurant-merchandise store in the second half of 1996.
(b) The Nashville, Tennessee unit opened in June 1996.
(c) The Sydney, Australia unit opened in May 1996.
(d) A stand-alone retail store opened in April 1996 and is expected to be
followed by a restaurant-merchandise store in 1997.

There can be no assurance, however, that the foregoing units will open during
1996.

ADVERTISING AND PROMOTION

The Company attracts new customers through word-of-mouth, the visibility of
its branded merchandise, radio and print advertising, billboards and the
extensive media coverage typically associated with grand openings of new units
due to the attendance of celebrities. In addition, each Company-owned unit
employs its own public relations manager. In connection with unit openings,
local public relations firms are retained to generate local interest and
industry magazines and television shows are alerted to the upcoming "photo
opportunities" with celebrities. Motion picture premieres have become occasions
for large-scale, major media events at Planet Hollywood units, further enhancing
the awareness and cachet of the brand. The Company issues redeemable vouchers
for food and merchandise purchases to tour operators in an effort to encourage
tourists to include certain of the Company's units on their itineraries. The
Company also hosts fund-raising parties for local charities at its units with
the support of celebrities, including pre-opening staff-training events where
the charity collects the receipts and uses the unit free of charge. Expenditures
for advertising and promotion were approximately 4.9% of the Company's total
revenues for fiscal 1995.

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<PAGE> 33

FRANCHISING

As the Company pursues its international expansion plans, it expects that a
significant proportion of the units opened in international markets will be
franchised units. The Company's standard franchise agreement grants the
exclusive right for up to 50 years to operate a unit and sell branded
merchandise in a specified market and to use the Company's brands and
trademarks. In return for the franchise, the Company receives an initial
non-refundable fee ranging from $1.0 to $3.0 million upon execution of the
agreement as well as royalties based on a percentage of the total revenues from
the unit, usually 5% to 10% of food and beverage revenues and 10% to 15% of
merchandise revenues.

The franchisee assumes responsibility for the development and construction
of the unit, including all costs. The Company provides pre-opening consultation
services to the franchisee and has the right to reject sites, plans and
proposals that do not meet its specifications or standards. The franchisee is
obligated to operate the unit in accordance with the Company's operating manual,
which provides strict guidelines for the unit's design, decor and furnishings,
dress style of the staff, food menus and operating procedures. The arrangements
also include specific requirements regarding accounting and records and the
leasing and display of the Company's memorabilia.

The Company is party to master franchise and licensing arrangements for
some of its units in Asia, Mexico, Spain and Russia. The licensed rights for
Asia are held by Planet Hollywood (Asia) Pte. Ltd. ("PH Asia"), an entity that
is 50% owned by each of the Company and HPL, a Singapore public company of which
Mr. Ong (a director of the Company) is the largest stockholder. The Planet
Hollywood units in Hong Kong, Sydney, Australia and Jakarta, Indonesia are
operated by sub-franchisees of PH Asia in which PH Asia has equity interests. In
December 1995, the Company acquired from a former franchisee of the Company its
rights to open units in Kuala Lumpur, Taipei and Bangkok as a sub-franchisee of
PH Asia. To the extent the Company opens such units it will be required to pay
royalties to PH Asia, consistent with the Company's standard franchise
arrangements, based on a percentage of the total revenues from the unit. See
"Certain Transactions."

During fiscal 1995, the Company entered into a master franchise arrangement
with ECE, a company in which the Company holds a 20% equity interest and six
individuals who are residents of Mexico (none of whom has a controlling interest
in ECE's outstanding stock or its board of directors and none of whom is
otherwise affiliated with the Company) own the remaining 80% equity interests.
ECE is currently operating Planet Hollywood and Official All Star Cafe units in
Cancun. Pursuant to the franchise arrangement, ECE paid initial, non-refundable
franchise fees of $3.0 million and $2.0 million, respectively, to open a total
of five Planet Hollywood units and two Official All Star Cafe units in Mexico
through 2000. In addition, ECE has the right, upon payment of the customary
initial, non-refundable per unit franchise fees, to open up to eight additional
Official All Star Cafe units and, with the Company's approval, up to an
additional five Planet Hollywood units in Mexico. ECE is obligated to pay
continuing royalties to the Company consistent with the Company's standard
franchise arrangements, based on a percentage of the total revenues from its
units.

In Spain, the Company has a franchise arrangement with the owner and
operator of the Planet Hollywood unit in Barcelona pursuant to which such
franchisee has the exclusive right, upon payment of a customary initial,
non-refundable per unit franchise fee, to open one additional franchised Planet
Hollywood unit in Spain every two years, up to a maximum of five units.

In Russia, the Company has a franchise arrangement with an unrelated party
which is expected to open a Planet Hollywood unit in Moscow by the end of 1996.
Pursuant to the franchise arrangement, such party has the exclusive right, upon
payment of an additional customary initial, non-refundable per unit franchise
fee, to open another franchised Planet Hollywood unit in Russia prior to the end
of 1998.

In December 1995, the Company terminated the franchise relating to the
Planet Hollywood unit in Seoul, South Korea, for franchise agreement violations
by the franchisee, and that unit is currently not in operation. The Company is
evaluating various options with respect to the Seoul unit, including acquiring
the unit and operating it as a Company-owned unit or assigning the franchise
rights to PH Asia or a third party.

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<PAGE> 34

In March 1996, the Company entered into a franchise arrangement with PHH, a
company affiliated with Mr. Ong, a director of the Company, pursuant to which
PHH has the exclusive right to open a Planet Hollywood unit in the Philippines.
See "Certain Transactions -- Other."

MARVEL MANIA

The Company and Marvel intend to open the first Marvel Mania unit in 1996
at Universal Studios in Los Angeles. The Marvel Mania units will be full-service
restaurants set in the "Marvel Universe," the fictitious universe set forth in
the storylines in which the Marvel characters exist. The unit decor will feature
popular licensed Marvel comic book, cartoon and animation characters, including
"Spider-Man," the "X-Men," "Captain America," "Fantastic Four," the "Incredible
Hulk," "Thor" and "Iron Man." Marvel action videos will be showcased on large
screens throughout the units, and each unit will offer an area devoted to coin-
or token-operated games based on Marvel characters. The units will also sell a
variety of Marvel Mania merchandise featuring the Marvel characters. Once the
first Marvel Mania unit has opened, the Company expects that Marvel Mania units
will be written into the storylines of future Marvel comic books.

Marvel Mania is being developed by the Company and Marvel pursuant to a
joint venture agreement. Marvel has agreed to lend to the joint venture (the
"Joint Venture") up to $35 million on an interest-bearing basis and to make a $1
million equity contribution to the Joint Venture for the development and
construction of the first units. The Joint Venture has been granted a license
from Marvel for the nonexclusive use of its Marvel characters for decorating the
units and the exclusive use of the Marvel Mania trademark as well as the
exclusive right to sell at Marvel Mania units all Marvel Mania merchandise
designed, produced and marketed in connection with the Joint Venture. Annually,
the Joint Venture will pay Marvel a license fee equal to 10% of all gross sales
at Marvel Mania units and will pay the Company a management fee equal to 10% of
gross sales. The Company, as manager of the Joint Venture, will be responsible
for conducting the ordinary day-to-day operations of the units. The Joint
Venture terminates by its terms in 2044. Upon the death, disability or
termination of employment of Mr. Earl, Marvel has the right under the joint
venture agreement to replace the Company as the manager of the Joint Venture. In
such event, the Company would no longer receive a management fee for the units
then in operation, but would receive a concept fee from the operation of future
units after payment of any applicable management and licensing fees. The initial
Marvel Mania unit to be located in Los Angeles is in joint development with
Universal Studios, which will fund 70% of the construction costs of, and receive
70% of the profits from, that unit after management and licensing fees are paid
to the Joint Venture.

UNIT OPERATIONS AND MANAGEMENT

The Company strives to maintain quality and consistency in its units
through careful training and supervision of personnel and the establishment of
standards relating to food and beverage preparation, maintenance of facilities
and conduct of personnel. The on-site management for all Company-owned units
consists of a general manager, an assistant general manager, a kitchen manager,
a controller, a merchandise manager, a public relations manager and several
floor managers, who collectively are responsible for every aspect of the unit's
operations. On-site managers report to one of three regional managers.
Currently, the Company's operations are divided into three regions: North
America, Europe and Asia. The Company's senior management includes a separate
Vice President of Operations for each of the three restaurant-merchandise store
concepts.

In an effort to ensure that its employees properly implement the Company's
commitment to consistent high-quality, popular food and friendly and attentive
service, the Company has developed manuals regarding its policies and procedures
for all aspects of unit operation, including food handling and preparation and
dining room and beverage service operations. New employees are trained by
experienced employees who have demonstrated their familiarity with and ability
to consistently implement Company policies. Newly promoted or recently hired
managers are required to complete an eight-week management training program
prior to commencing their duties. Toward the goal of providing high quality
customer service, the Company continually evaluates and tests employees on
job-related skills. In addition, the Company believes that it obtains an
enhanced degree of commitment from its unit personnel by offering promotions at
all levels, as well

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<PAGE> 35

as salary incentives. For example, a server who consistently performs his or her
duties well may be promoted to a trainer position which results in an hourly
wage increase and provides the opportunity to travel to new units to train new
employees. In addition, hourly employees who demonstrate a positive business
attitude along with leadership skills are encouraged to enter the management
training program.

INFORMATION SYSTEMS

The Company maintains financial and accounting controls for each of its
owned units through the use of standardized accounting practices. Sales and
other operating information is collected and analyzed daily at each unit and
provided weekly to regional managers and senior management. Company management
utilizes this data to centrally monitor quality, costs and sales mix and to
prepare periodic financial and management reports. The system is also used for
budget analyses, planning and inventory control. Cash is controlled through
daily deposits of receipts in local operating accounts, the balances of which
are transferred regularly to the Company's principal operating account.

The Company has engaged a national consulting firm to assist it in
reviewing and updating its strategic information plan. To date, the Company has
completed its review of its core accounting and merchandising information
systems and is in the process of upgrading hardware and software systems.

PURCHASING AND DISTRIBUTION

The Company's management negotiates directly with suppliers of food and
beverage products to try to achieve uniform quality and freshness of food
products in its units and to obtain competitive prices. The Company recently
entered into an annually renewable supply contract with Kraft Foodservice, Inc.
("Kraft") pursuant to which Kraft supplies various food and beverage products
and the Company benefits from volume discounts and obtains consistent quality
for its products and supplies. Kraft currently supplies its own products and
distributes other brands which in total amount to approximately 75% of the
Company's food and beverage requirements. Each unit purchases the balance of its
needs (primarily produce, bakery and other perishables) from a list of
pre-approved local producers and wholesalers. Management believes that its food
and beverage products are available from alternate suppliers.

The Company's merchandise requirements are procured from a variety of
sources and are chosen on the basis of cost and reliability of a supplier. The
majority of the Company's T-shirts and sweatshirts are manufactured in the
United States and purchased directly from several textile mills throughout the
Southeast. The Company's other products, including leather and denim jackets and
watches, are primarily manufactured abroad in China, Taiwan and Korea.
Management believes that its merchandise requirements can be readily satisfied
by alternate suppliers.

In general, merchandise is shipped weekly from a central warehouse to each
unit. The Company leases warehouses in Orlando (approximately 73,200 square
feet) and Las Vegas (approximately 21,520 square feet), which service the
Company's east and west coast units, respectively. The Company believes that the
warehouses are adequate for and suitable to the Company's operating
requirements. Each unit and warehouse maintains approximately a one week and one
month supply of merchandise, respectively. Overseas units receive merchandise
directly from a warehouse in London operated by an independent party. The
corporate merchandising department maintains strict control over the quality of
merchandise sold in domestic and foreign units. As the Company's European
operations increase in size, the Company plans to operate its own warehouse in
Europe to service this region.

INTELLECTUAL PROPERTY

The Company has registered the Planet Hollywood name and associated designs
and logos, and has applied for the registration of the Official All Star Cafe
name and associated designs and logos, as trademarks, trade names and service
marks with the United States Patent and Trademark Office and in corresponding
offices in all other countries in which its units are located. In addition,
whenever legally permissible, the Company has filed applications to pre-register
its trademarks, trade names and service marks in certain foreign countries where
the Company has an expectation of opening units in future years. The Company has
also

33
<PAGE> 36

taken other steps, such as keeping detailed records of all requests for
franchises or licenses in foreign jurisdictions, in order to establish the
notoriety of its brands in those jurisdictions. There can be no assurance that
such pre-registrations and other steps will prove effective in protecting the
proprietorship of the Company's brands. The Company regards its trademarks,
trade names, service marks and trade dress as having significant value and as
material to its business.

The Company licenses its brands and trademarks to its franchisees. A
typical license agreement grants the licensee the right to use on a
non-exclusive basis and to sublicense certain intellectual property rights of
the Company, including the Company's brand names, logos, trademarks and service
marks. These intellectual property rights may be used only in connection with
the operation and promotion of a unit, and the sale of branded merchandise, at a
specified location. The agreement remains in effect for the term of the
underlying franchise agreement.

The Company has entered into a master license agreement with PH Asia
entitling PH Asia to use and sublicense the Planet Hollywood name in connection
with developing, franchising and operating Planet Hollywood units throughout
most of Asia (excluding Japan) and in certain Middle East countries. The Company
receives no royalties from PH Asia under this agreement but, through its 50%
equity interest in PH Asia, is entitled to 50% of the distributable profits
realized by PH Asia. The license is subject to termination by the Company upon a
material breach of the agreement by PH Asia, in which event PH Asia would have
no rights to franchise or sublicense additional units and the Company would have
the right to replace PH Asia with respect to units then in operation. In such
event, however, the holder of the other 50% equity interest in PH Asia would
continue to receive its share of royalties and profits attributable to units
then in operation. See "Certain Transactions."

Sales of counterfeit merchandise bearing the Company's trademarks have
occurred from time to time. The Company has attempted, and will continue to
attempt, to control the sale of counterfeit merchandise by instituting legal
proceedings against manufacturers of counterfeit merchandise. Management
believes that sales of such counterfeit merchandise have not had a material
adverse effect on the Company's merchandise sales.

COMPETITION

The restaurant and retail merchandising industries are affected by changes
in consumer tastes and by international, national, regional and local economic
conditions and demographic trends. Changes in discretionary spending priorities,
traffic patterns, tourist travel, weather conditions, employee availability and
the type, number and location of competing restaurants also directly affect the
performance of the Company's individual units. Changes in any of these factors
in the markets where the Company currently operates units could adversely affect
the Company's results of operations. Moreover, the theme restaurant industry is
relatively young, is particularly dependent on tourism and has seen the
emergence of a number of new competitors.

The restaurant and retail merchandising industries are highly competitive
based on the type, quality and selection of the food or merchandise offered,
price, service, location and other factors. The Company believes its units are
distinguished from those of its competitors by their exciting and high energy
environments, the active involvement of celebrities, extensive displays of
unique memorabilia, high-quality, popular cuisine and attentive service.
However, many well-established restaurant companies with greater financial,
marketing and other resources and longer histories than the Company compete with
the Company in many markets. In addition, some competitors have design and
operating concepts similar to those of the Company and often locate their units
in close proximity to the Company's units.

EMPLOYEES

As of December 31, 1995, the Company employed approximately 5,400 persons,
150 of whom were corporate management and administrative employees, 500 were
restaurant and merchandise management personnel, and 4,750 were employed in
non-management restaurant and merchandising operations. The Company's employees
are not covered by a collective bargaining agreement, and the Company has never

34
<PAGE> 37

experienced an organized work stoppage, strike or labor dispute. The Company
considers relations with its employees to be satisfactory.

GOVERNMENTAL REGULATION

Alcoholic Beverage Regulation. The Company's units are subject to
licensing and regulation by a number of governmental authorities. The Company is
required to operate its units in strict compliance with federal licensing
requirements imposed by the Bureau of Alcohol, Tobacco and Firearms of the
United States Department of Treasury, as well as the licensing requirements of
the states and municipalities where its units are located. Alcoholic beverage
control regulations require each of the Company's units to apply to a state
authority and, in certain locations, county and municipal authorities for a
license and permit to sell alcoholic beverages on the premises. Typically,
licenses must be renewed annually and may be revoked or suspended for cause at
any time. Alcoholic beverage control regulations relate to numerous aspects of
the daily operations of the units, including minimum age of patrons and
employees, hours of operation, advertising, wholesale purchasing, inventory
control and handling, storage and dispensing of alcoholic beverages. The Company
has obtained all regulatory permits and licenses necessary to operate its units
that are currently open, and intends to do the same for all future units.
Failure on the part of the Company to comply with federal, state or local
regulations could cause the Company's licenses to be revoked and force it to
terminate the sale of alcoholic beverages at its units. To reduce this risk,
each Company unit is operated in accordance with procedures intended to ensure
compliance with applicable laws and regulations. The failure to receive or
retain, or any delay in obtaining, a liquor license in a particular location
could adversely affect the Company's ability to obtain such a license elsewhere.

The Company is subject to "dram-shop" laws in several of the states in
which it has units. These laws generally provide a person injured by an
intoxicated person the right to recover damages from an establishment that
wrongfully served alcoholic beverages to such person. While the Company carries
liquor liability coverage as part of its existing comprehensive general
liability insurance, there can be no assurance that it will not be subject to a
judgment in excess of such insurance coverage or that it will be able to obtain
or continue to maintain such insurance coverage at reasonable costs, or at all.
The imposition of a judgment substantially in excess of the Company's insurance
coverage, or the failure or inability of the Company to obtain and maintain
insurance coverage, could materially and adversely affect the Company.

Other Regulations. The Company's units are subject to regulation by
federal and foreign agencies and to licensing and regulation by foreign, state
and local health, sanitation, building, zoning, safety, fire and other
departments relating to the development and operation of restaurants and retail
establishments. These regulations include matters relating to environmental,
building construction, zoning requirements and the preparation and sale of food.
Various federal, foreign and state labor laws govern the Company's relationship
with its employees, including minimum wage requirements, overtime, working
conditions and citizenship requirements. Significant additional
government-imposed increases in minimum wages, paid leaves or absence and
mandated health benefits, or increased tax reporting and tax payment
requirements for employees who receive gratuities could have an adverse effect
on the Company. Delays or failures in obtaining the required construction and
operating licenses, permits or approvals could delay or prevent the opening of
new units.

The federal Americans With Disabilities Act ("ADA") prohibits
discrimination on the basis of disability in public accommodations and
employment. The Company's units are currently designed to be accessible to the
disabled. The Company intends to continue to comply with the ADA and future
regulations relating to accommodating the needs of the disabled, and the Company
does not anticipate that such compliance will have a material effect on its
operations.

The Company, through a wholly owned subsidiary, owns and operates an
aircraft for use primarily by celebrities and their guests when travelling to
attend new unit openings or other promotional events. The operation of the
aircraft is subject to regulation by the Federal Aviation Administration. The
Company believes it is in compliance with all regulations pertaining to its
operation of the aircraft.

Units established in countries other than the United States will be subject
to governmental regulation in the jurisdictions in which they are established
principally in respect of sales of liquor, construction of premises

35
<PAGE> 38

and working conditions of employees. The Company does not believe that such
regulations materially adversely affect its business.

LITIGATION

The Company is a defendant from time to time in routine lawsuits incidental
to its business, none of which, individually or in the aggregate, are expected
to have a material adverse effect on the Company.

On March 22, 1996, the Company received a copy of a complaint in an action
filed in The Superior Court of the State of California for the County of Los
Angeles by Anthony Filiti, Sylvester Stallone's step-father and a resident of
the State of Pennsylvania, against Sylvester Stallone, Robert Earl, the Company,
and David Rosenberg, an advisor to Mr. Stallone. The suit alleges that the
Company and Mr. Earl made defamatory statements about the plaintiff,
intentionally interfered with a business relationship of the plaintiff with Mr.
Stallone, and caused the plaintiff emotional distress resulting in damages to
the plaintiff in excess of $50 million. The Company considers the allegations
against it and Mr. Earl to be completely without merit and intends vigorously to
defend the action. The Company does not believe the lawsuit, even if adversely
determined, will have a material impact on the Company's financial condition or
results of operations. Mr. Stallone has agreed to indemnify the Company for any
damages that may result from this lawsuit.

On April 11, 1996, the Company was served with a complaint in an action
filed in New York State Supreme Court by HH Princess Zerina Zainal, a citizen of
Malaysia, against a former franchisee of the Company, its chairman, the Company
and Mr. Ong. The suit alleges that the defendants conspired to deprive the
plaintiff of her alleged interest in a planned franchised unit in Kuala Lumpur
when the Company repurchased the franchise rights for such unit. The suit seeks
compensatory damages of $5 million and the rescission of the Company's
repurchase of the franchise rights. The Company considers the allegations
against it in the complaint to be completely without merit and intends
vigorously to defend the action. The Company filed a motion to dismiss the
action on May 30, 1996. The Company does not believe that the lawsuit, even if
adversely determined, will have a material impact on the Company's financial
condition or results of operations. The former franchisee has agreed to
indemnify the Company for any damages that may result from this lawsuit.

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<PAGE> 39

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The directors and executive officers of the Company are as follows (ages as
of January 31, 1996):

<TABLE>
<CAPTION>
NAME AGE POSITION
- ----------------------------------- --- --------------------------------------------
<S> <C> <C>
Keith Barish....................... 51 Chairman of the Board and Director
Robert Earl........................ 44 President, Chief Executive Officer and
Director
Ong Beng Seng...................... 50 Director
Isadore Sharp...................... 64 Director
Robert Krasnow..................... 60 Director
Mark McCormack..................... 65 Director
Claudio Gonzalez................... 62 Director
Michael Tarnopol................... 59 Director
Thomas Avallone.................... 37 Executive Vice President, Chief Financial
Officer and Director
John Thall......................... 40 Vice President of Corporate Operations
William Lombardo................... 42 Vice President, Food and Beverage Operations
Scott Johnson...................... 39 Vice President, General Counsel and
Secretary
James MacGregor.................... 43 Corporate Executive Chef
</TABLE>

Pursuant to the Restated Certificate and Bylaws of the Company, the Board
is divided into three classes of Directors, denoted as Class I, Class II and
Class III, serving staggered three-year terms with one class of the Board of
Directors elected each year. The Class I directors are Messrs. Avallone, Sharp
and McCormack, the Class II directors are Messrs. Krasnow, Ong and Gonzalez and
the Class III directors are Messrs. Barish, Earl and Tarnopol. The initial terms
of the Class I, Class II and Class III directors will expire at the annual
meeting of the stockholders of the Company in 1997, 1998 and 1999, respectively.

Keith Barish is the co-founder of the Company and a movie producer who has
been instrumental in securing the support of many of the Company's celebrity
stockholders. Mr. Barish continues to provide a crucial link between the
entertainment world and the Company. Since 1979, Mr. Barish has been the
producer or executive producer of 18 motion pictures, including The Fugitive,
Ironweed, The Running Man, Sophie's Choice and 9 1/2 Weeks. In 1987, Mr. Barish
was honored as Producer of the Year by the National Association of Theater
Owners. Mr. Barish has been Chairman of the Company since its inception and has
been a director of PHII since its organization.

Robert Earl co-founded the Company with Mr. Barish in 1991 and has over 23
years' experience in the restaurant industry. In 1977, Mr. Earl founded
President Entertainment, a company that developed theme restaurants. Under Mr.
Earl's leadership, over the next ten years, President Entertainment grew to a
$120 million enterprise. In 1988, Mr. Earl sold President Entertainment to
Pleasurama plc ("Pleasurama") and joined the Pleasurama management team, where
he assumed responsibility for the management of another theme restaurant, Hard
Rock Cafe International plc ("Hard Rock Cafe"). During his five years in charge
of Hard Rock Cafe, Mr. Earl pioneered its expansion from seven to 22 units while
substantially increasing its profitability. In 1993, Mr. Earl resigned from Hard
Rock Cafe to concentrate full-time on running the Company. He has been President
and Chief Executive Officer of the Company since its inception and a director of
PHII since its organization.

Ong Beng Seng has been a director of the Company since February 1996. He is
a co-founder and has been a Managing Director since 1980 of Hotel Properties
Limited ("HPL"), a Singapore public-listed company. HPL has diversified
interests in the hotel, leisure and retail industries spanning Asia, Europe and
North America. Mr. Ong also has personal diversified interests ranging from the
oil, stockbrokering and automotive industries to art and concert promotion.

Isadore Sharp has been a director of the Company since February 1996. Mr.
Sharp has been Founder, Chairman and Chief Executive Officer of Four Seasons
Hotels Inc. since 1961, a director of the Bank of Nova Scotia since 1990 and a
director of the Bank of Nova Scotia Trust Co. since 1992.

37
<PAGE> 40

Robert Krasnow has been a director of the Company since February 1996. Mr.
Krasnow has worked in the music and entertainment industry for over 35 years.
Mr. Krasnow is the President of Krasnow Entertainment, which he founded in 1994.
From 1983 to 1994, Mr. Krasnow was Chairman and Chief Executive Officer of
Elektra Records, an affiliate of Time Warner Corporation.

Mark McCormack has been a director of the Company since June 1996. Mr.
McCormack is the Chairman and Chief Executive Officer of the Cleveland-based
sports and entertainment conglomerate known as International Management Group,
which he founded in 1960. Mr. McCormack has also authored a number of
best-selling business and management books.

Claudio Gonzalez has been a director of the Company since June 1996. Mr.
Gonzalez has been the Chairman and Chief Executive Officer of Kimberly Clark de
Mexico since 1973. Mr. Gonzalez is also currently a member of the Board of
Directors of Kimberly Clark Corporation, Kellogg Company, General Electric
Company, Chemical Bank Advisory Board, Banco Nacional de Mexico, IBM World Trade
Latin America, Grupo Carso, Grupo Industrial Alfa, Impulsora del Fondo Mexico,
Telefonos de Mexico, Stanford University Graduate School of Business Advisory
Council, and Grupo Modelo.

Michael Tarnopol has been a director of the Company since June 1996. Mr.
Tarnopol has been a Senior Managing Director and Chairman of the Investment
Banking Division of Bear, Stearns & Co., Inc. ("Bear Stearns") since 1988. Mr.
Tarnopol joined Bear Stearns in 1975 and headed the firm's International
Department from 1975 until 1985, at which time he was appointed head of the
Mergers & Acquisitions Department of Bear Stearns. He is a member of the Board
of Directors of The Bear Stearns Companies, and an Executive Vice President, a
member of the Executive Committee and Chairman of Bear Stearns International,
Ltd. He is a Trustee of the University of Pennsylvania and a member of the Board
of Overseers of the Wharton School of Business.

Thomas Avallone, Executive Vice President, Chief Financial Officer and
director of the Company, has been involved in the entertainment theme restaurant
industry for over 15 years. From July 1987 until joining the Company in
September 1994, Mr. Avallone served as Chief Financial Officer of Hard Rock Cafe
and Rank Leisure USA. He has been a director of the Company since February 1996.
Prior to serving in those positions, Mr. Avallone, a certified public
accountant, was a Senior Manager at Laventhol and Horwath CPAs, a public
accounting firm, specializing in that firm's leisure industry practice.

John Thall, Vice President of Corporate Operations, has over 16 years'
experience in the restaurant and entertainment business. From 1981 until 1986,
Mr. Thall was Director of Operations for the French Pavillion at EPCOT Center,
Walt Disney World. In 1986, Mr. Thall joined Rank Leisure USA where he was
responsible for that Company's fine-dining division. In 1991, Mr. Thall joined
the Company as Director of Operations and assumed his current duties in
September 1995.

William Lombardo, Vice President, Food and Beverage Operations, has been
actively involved in the restaurant business for over 15 years. In 1985, Mr.
Lombardo joined Darden Restaurants, Inc. ("Darden"), a full-service restaurant
chain company, where he began as Vice President of Marketing. He became Senior
Vice President and Division General Manager for Darden in April 1993 and then
served as its Vice President for Food and Beverage from January 1995 until he
joined the Company in his present capacity in November 1995.

Scott Johnson has been Vice President, General Counsel and Secretary of the
Company and its Predecessors since joining the Company in March 1994. From
January 1992 to March 1994, Mr. Johnson was engaged in the private practice of
law. From May 1990 through January 1992, Mr. Johnson was Senior Vice President
and General Counsel of Financial Benefit Life Insurance Company, having
previously served as Deputy General Counsel of Independence Blue Cross
(formerly, Blue Cross of Greater Philadelphia).

James MacGregor, Corporate Executive Chef, has over 20 years' experience in
the restaurant business. Between 1978 and August, 1985, Mr. MacGregor was Chef
at the renowned New Orleans restaurant, Stephen & Martin, and in 1983 became a
member of the American Culinary Federation. In 1988, he was named Executive
Corporate Chef of Hard Rock Cafe, serving in that position until he joined the
Company in 1992. Mr. MacGregor serves as a judge for the Acadiana Culinary
Classic, where he has earned more awards than anyone else in the Classic's
history. Mr. MacGregor's recipes have appeared in many of the major U.S. food
publications as well as several international publications.

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<PAGE> 41

ADDITIONAL KEY PERSONNEL

Certain additional key personnel of the Company are as follows (ages as of
January 31, 1996):

<TABLE>
<CAPTION>
NAME AGE POSITION
- ----------------------------------- --- -------------------------------------------
<S> <C> <C>
Tina Barnes........................ 28 Vice President of Merchandise
Daniel Harf........................ 37 Vice President of Operations, Planet
Hollywood
Gary Kerns......................... 55 Vice President of Marketing, Planet
Hollywood
Lisa Havey Long.................... 35 Vice President of Public Relations, Planet
Hollywood
Thomas Mandula..................... 35 Vice President of Finance, Planet Hollywood
John McCann........................ 47 Vice President of Development, Planet
Hollywood
David Terry........................ 38 Vice President of Operations, Official All
Star Cafe
C. Dawn Wadsworth.................. 33 Vice President of Finance, Official All
Star Cafe
James Stanley...................... 44 Executive Vice President of Operations,
Marvel Mania
</TABLE>

Tina Barnes joined the Company as Director of Merchandising in April 1992
and became Vice President of Merchandise for the Company in December 1995. From
August 1989 to March 1992, Ms. Barnes was Merchandise Buyer for Hard Rock Cafe
and prior thereto, she was employed by the Walt Disney World Company in both the
Merchandise and Entertainment Divisions.

Daniel Harf has been Vice President of Operations for Planet Hollywood
since joining the Company in October 1991 and has over ten years' experience in
the theme-restaurant industry. From January 1989 to October 1991, Mr. Harf was
Vice President, Human Resources and a Regional Director of Hard Rock Cafe. Prior
to joining Hard Rock Cafe, Mr. Harf owned and operated theme restaurants and
nightclubs in California.

Gary Kerns has been Vice President of Marketing for Planet Hollywood since
August 1995. Mr. Kerns began working with Robert Earl in 1984 at both Rank
Leisure USA and Hard Rock Cafe, where he served as Vice President of Corporate
Communications. Prior thereto, Mr. Kerns founded and managed an
advertising/public relations agency. Mr. Kerns has earned Advertising Age's
Silver Medal for lifetime achievement and is a lifetime member and past
president of the Orlando Area Ad Club, Florida Public Relations Association and
American Marketing Association.

Lisa Havey Long has been Vice President of Public Relations for Planet
Hollywood since August 1991. Prior to August 1991, Ms. Long was the senior
account executive in charge of entertainment and film accounts (including Dances
with Wolves and Sea of Love) for Zarem, Inc., a public relations firm.

Thomas Mandula has been Vice President of Finance for Planet Hollywood
since 1992. Prior to 1992, Mr. Mandula was Senior Audit Manager and Director of
Accounting Systems Consulting at KPMG Peat Marwick. Mr. Mandula, a certified
public accountant, is a member of the Ohio State Society of Certified Public
Accountants and the American Institute of Certified Public Accountants.

John McCann has been Vice President of Development for Planet Hollywood
since January 1991 and has been involved in theme restaurant and entertainment
design and construction for 15 years. From January 1988 to January 1991, he was
President and Principal Owner of John McCann & Associates, a firm specializing
in theme restaurant design and construction. Prior thereto, Mr. McCann was a
partner and principal in Jenkins-McCann, a construction and development company
with its primary market in restaurant and themed entertainment projects.

David Terry has been Vice President of Operations for Official All Star
Cafe since September 1993. Mr. Terry has over fifteen years' experience in the
restaurant industry. From September 1987 to September 1993, he served as Vice
President for Development for Hard Rock Cafe, in charge of international
development and European operations. Prior to September 1987, Mr. Terry was a
Regional Director of C&C Services, Inc., responsible for the operations of 12
restaurants in Northern California.

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<PAGE> 42

C. Dawn Wadsworth has been Vice President of Finance for Official All Star
Cafe since October 1995. From June 1994 to September 1995, Ms. Wadsworth was
Corporate Controller of Pelican USA, a restaurant company in Orlando. From July
1989 to May 1994, Ms. Wadsworth was Director of Financial Reporting for Hard
Rock Cafe.

James Stanley has been Executive Vice President of Operations for Marvel
Mania since June 1995 and has over 22 years' experience in restaurant
operations. From March 1987 to May 1995, Mr. Stanley was Vice President of
Operations for Hard Rock Cafe. Prior thereto, he was the Director of Operations
for a 30-unit restaurant chain in Southern California.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has established an Audit Committee, a Compensation
Committee and a Stock Option Committee.

The Audit Committee, which consists of Messrs. Krasnow, Ong, Sharp, and
Gonzalez, among other things, makes recommendations to the Board regarding the
independent auditors to be nominated for ratification by the stockholders,
reviews the independence of such auditors, approves the scope of the annual
activities of the independent auditors and reviews audit results.

The Compensation Committee, which consists of Messrs. Earl, Sharp and
Krasnow, recommends to the Board compensation plans and arrangements with
respect to the Company's executive officers and directors.

The Stock Option Committee, which consists of Messrs. Barish and Earl,
administers certain benefit plans for employees and other persons associated
with the Company, including the Employee Plan and the Celebrity Plan (as defined
below). See "-- Stock Incentive Plans." Messrs. Barish and Earl are not entitled
to receive options under any of the Company's benefit plans.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Prior to the Initial Public Offerings, there was no Compensation Committee
of the Board of Directors. During fiscal 1995, executive compensation decisions
were made by Robert Earl, President and Chief Executive Officer of the Company.

DIRECTORS' COMPENSATION

Directors who are not compensated as officers of the Company receive
$20,000 in annual fees, with an additional $1,000 payment for each Board meeting
attended and a $500 payment for each Committee meeting. Directors who are
compensated as Company employees receive no additional compensation for service
as a director. All directors are eligible to receive stock options. See
"-- Stock Incentive Plans." The Company will also reimburse each director for
out-of-pocket expenses incurred in attending meetings of the Board of Directors
and its committees.

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<PAGE> 43

EXECUTIVE COMPENSATION

The following table sets forth certain compensation awarded to, earned by
or paid to the Chief Executive Officer and each of the other four most highly
compensated executive officers of the Company (collectively, the "Named
Executives"), for services rendered in all capacities to the Company during
fiscal 1995.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION(A) ------------
--------------------------------------------- SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) OPTIONS(#) COMPENSATION($)
- ---------------------------- ---- --------- -------- --------------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Robert Earl, Chief Executive
Officer................... 1995 500,000 -0- -0- -- -0-
Keith Barish, Chairman of
the Board................. 1995 500,000 -0- -0- -- -0-
Thomas Avallone, Chief
Financial Officer(b)...... 1995 206,437 50,000 9,278 5,333 -0-
John Thall, Vice President
of Corporate Operations... 1995 138,000 65,000 1,450 5,333 -0-
Scott Johnson, General
Counsel(b)(c)............. 1995 129,530 20,000 -0- 5,333 7,933
</TABLE>

- ---------------

(a) The amounts shown in Annual Compensation for 1995 reflect salary and bonus
and other annual compensation (including perquisites and other personal
benefits (valued in excess of the lesser of $50,000 or 10% of the total
salary plus bonus) and amounts reimbursed for payment of taxes) awarded to,
earned by or paid to the persons listed for services rendered to the Company
during fiscal 1995.

(b) In fiscal 1995, although Messrs. Avallone and Johnson were executive
officers of the Company, they were not employees of the Company but rather
of Orlando Corporate Services, Inc. ("OCS"), a company wholly owned by Mr.
Earl. The amounts shown above reflect compensation paid by OCS to Messrs.
Avallone and Johnson for the work they performed for the Company and its
consolidated subsidiaries in fiscal 1995, which amounts were reimbursed to
OCS by the Company. See "Certain Transactions."

EMPLOYMENT AGREEMENTS

The Company is party to an employment agreement with Mr. Earl dated August
8, 1995 providing for his employment as President and Chief Executive Officer of
the Company and its significant subsidiaries and affiliates, including All Star,
through December 31, 2001. The agreement provides for a base salary of $500,000
per year, to be increased by 10% each January 1, beginning January 1, 1996, an
annual incentive bonus in the discretion of the Board of Directors of the
Company, participation in the Company's stock-based incentive compensation plan
for executives and employees and all benefits generally made available to
executive officers of the Company. The agreement further provides that Mr. Earl
must devote substantially all of his productive time and attention to the
business of the Company and that he may not own or participate in the activities
of any competing business, although Mr. Earl is entitled to retain his existing
ownership in, and remain involved in the management of, The Pelican Group plc as
well as Wild Jack's restaurants. The Company has the right to terminate the
agreement without any further obligation in the event (i) Mr. Earl resigns from
the Company, (ii) he willfully breaches the agreement or (iii) he is convicted
of or pleads guilty to a felony involving moral turpitude or certain crimes
involving the Company's property. Mr. Earl is entitled to terminate the
agreement in the event he is not elected or retained in his present positions at
the Company or the Company materially reduces his responsibilities. In the case
of such termination, or if the agreement is terminated by the Company without
cause or upon Mr. Earl's death or disability, he will be entitled to receive

41
<PAGE> 44

the remainder of his base salary, all incentive bonuses granted and all options
awarded under the stock incentive plan. The agreement includes a non-competition
provision prohibiting Mr. Earl for a period of two years following the
termination of his employment with the Company in most circumstances from
working for any company that operates restaurants with a movie, sports or action
hero theme.

The Company is also party to an employment agreement with Mr. Barish dated
January 1, 1993 providing for his employment as Chairman of the Board of the
Company. The agreement has a current term of one year commencing January 1, 1996
and is automatically renewable each year unless either party gives notice of
non-renewal. The agreement provides for a base salary of $500,000, with
additional bonuses and any salary increases to be determined by the Board of
Directors, and for his participation in the Company's employee benefit plans.
The agreement may be terminated by the Company for cause in the event (i) Mr.
Barish is convicted of or pleads guilty to a crime involving moral turpitude or
certain other crimes involving the Company's property, (ii) he willfully
breaches the agreement or (iii) the Board of Directors determines that he has
materially failed to perform his duties or has engaged in material wrongful
conduct in connection with his employment. If the Company terminates the
agreement for any reason other than cause, Mr. Barish will be entitled to
continue to receive his salary for a two-year period at the rate in effect at
the time of termination. Mr. Barish is entitled to terminate the agreement in
the event of a material breach thereof by the Company after giving the Company
notice and an opportunity to cure the breach. In the case of such termination,
he will be entitled to receive his base salary in effect at that time for the
then remaining term of the agreement.

STOCK INCENTIVE PLANS

The Planet Hollywood International, Inc. 1995 Stock Award and Incentive
Plan (the "Employee Plan") and the Planet Hollywood International, Inc. 1995
Celebrity Stock Award and Incentive Plan (the "Celebrity Plan") (collectively,
the "Plans") are designed to give certain selected employees and independent
contractors of the Company a continuing proprietary interest in the success of
the Company. A maximum of four million shares of Class A Common Stock may be
issued under the Employee Plan and a maximum of four million shares of Class A
Common Stock may be issued under the Celebrity Plan, subject to adjustment as
described below.

The Plans will be administered by the Stock Option Committee. The Stock
Option Committee will have full authority, subject to the provisions of the
Plans, to determine, among other things, the persons to whom awards under the
Plans ("Awards") will be made, the exercise price, vesting, size and form of
payment of such Awards, and the specific performance goals (in the case of the
Employee Plan), restrictions on transfer and circumstances for forfeiture
applicable to Awards.

Awards under the Employee Plan may be made to officers and employees of the
Company (other than to Messrs. Barish and Earl) and to persons or companies
acting as independent contractors, and awards under the Celebrity Plan may be
granted to celebrities or other independent contractors of the Company. A
variety of Awards may be granted under both Plans, including stock options,
stock appreciation rights ("SARs"), restricted stock awards, restricted stock
units, dividend equivalents, as well as other stock-based or cash-based awards
as the Stock Option Committee deem consistent with the purposes of the two
Plans. Stock options granted under the Employee Plan may be either "incentive
stock options" (as such term is defined in Section 422 of the Code) or
non-qualified stock options. Recipients of options under the Plans will not be
deemed stockholders with respect to shares purchasable upon exercise of such
options prior to the exercise thereof. Unexercised options and SARs granted
pursuant to either of the Plans shall be canceled upon the termination of a
recipient for cause, and restricted stock is subject to forfeiture upon
termination of the recipient's relationship with the Company.

In the event of a "change of control" (as defined in the Plans), (i) all
outstanding options and freestanding SARs granted under either of the Plans will
become immediately exercisable in full, (ii) any performance conditions imposed
with respect to outstanding Awards shall be deemed to be fully achieved and a
pro rata portion of each such outstanding Award granted for all outstanding
performance periods shall become payable in cash, with the remainder of such
Award being cancelled for no value and (iii) all restrictions applicable to any
other Award granted under either of the Plans will lapse and such Awards will

42
<PAGE> 45

become fully vested and nonforfeitable. The Stock Option Committee may make
equitable adjustments in the number and kind of shares issuable under, and the
exercise price relating to, Awards as the Stock Option Committee may deem
necessary to prevent dilution or enlargement of the rights of participants under
the Plans as a result of changes in the Company's corporate structure or
capitalization.

Pursuant to the Employee Plan, approximately 475 employees and independent
contractors hold options (the "Options") to purchase a total of 1,314,394 shares
of Class A Common Stock (after taking into account Options that have been
cancelled), including Options granted in 1995 to purchase a total 1,048,733
shares of Class A Common Stock at a price of $7.88 per share, Options granted in
March 1996 to purchase a total of 205,661 shares of Class A Common Stock at an
exercise price of $14.00 per share and Options granted in April 1996 to purchase
a total of 60,000 shares of Class A Common Stock at an exercise price of $15.00
per share. The Options will vest and become exercisable in three equal
installments, after September 30, 1997, September 30, 1998 and September 30,
1999. The Options will generally remain exercisable after the termination of a
recipient's employment or independent contractor relationship with the Company
as follows: (i) in the event of the recipient's disability or retirement (in the
case of employees), the Options that are vested as of such time will remain
exercisable for a period of one year; (ii) in the event of the recipient's
death, the vested Options will remain exercisable for one year and the unvested
portion of the award will vest at the time of death; (iii) in the event of
termination for cause, all the options will be cancelled; and (iv) in the event
of termination for any other reason, the vested options will be exercisable for
three months and the unvested portion of the award will be cancelled. In
addition, the Options cannot be transferred by the recipient to any third party
(except upon the recipient's death).

Section 162(m) of the Code generally disallows a publicly-held corporation
a deduction for compensation in excess of $1 million per year paid to the Named
Executives. Based upon a special transition rule contained in the Treasury
regulations issued pursuant to Section 162(m) of the Code that applies to
private corporations that complete an initial public offering, and assuming no
material modifications to the Employee Plan, the Company intends to treat all
payments made to the Named Executives under the Employee Plan until the annual
meeting of stockholders of the Company held in the year 2000 as not subject to
the deduction limitations of Section 162(m) of the Code. The deductibility of
payments made under the Employee Plan resulting in total covered compensation in
excess of $1 million for the Named Executives following the annual meeting of
stockholders of the Company held in the year 2000 and thereafter will depend on
whether the Company and the Employee Plan comply with the performance-based
compensation exception to Section 162(m).

Pursuant to the Celebrity Plan, 16 celebrities hold options to purchase a
total of 3,340,000 shares of Class A Common Stock (after taking into account
Options that have been cancelled), including Options granted in 1995 to purchase
a total of 2,200,000 shares of Class A Common Stock at an exercise price of
$7.88 per share and Options granted in March 1996 and April 1996 to purchase a
total of 1,140,000 shares of Class A Common Stock at exercise prices of either
$14.00 or $15.00 per share. The celebrity Options are subject to the same terms
as the Options issued under the Employee Plan (described above) with respect to
vesting schedule and restrictions on transfer. In addition, the celebrity
Options will generally remain exercisable after the termination of the
recipient's relationship with the Company as follows: (i) in the event of the
recipient's disability, the Options that are vested as of such time will be
exercisable for a period of one year; (ii) in the event of the recipient's
death, the vested Options will remain exercisable for one year and the unvested
portion of the award will vest at that time; and (iii) in the event of
termination for any reason other

43
<PAGE> 46

than death or disability, the vested options will be exercisable for three
months and the unvested portion of the award will be cancelled.

OPTION GRANTS IN LAST FISCAL YEAR

POTENTIAL
REALIZED
VALUE AT
ASSUMED ANNUAL
RATES OF
STOCK PRICE
APPRECIATION
FOR
INDIVIDUAL GRANTS OPTION TERM
------------------------------------------------- ---------------
% OF TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO EXERCISE
UNDERLYING EMPLOYEES OR BASE
OPTIONS IN FISCAL PRICE EXPIRATION
NAME GRANTED (#) YEAR ($/SH) DATE 5%($) 10%($)
- -------------------------------------- ----------- ----------- -------- ---------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
Robert Earl........................... -0- -0- -- -- -- --
Keith Barish.......................... -0- -0- -- -- -- --
Thomas Avallone....................... 5,333 0.67 7.88 9/2000 11,626 25,652
John Thall............................ 5,333 0.67 7.88 9/2000 11,626 25,652
Scott Johnson......................... 5,333 0.67 7.88 9/2000 11,626 25,652
</TABLE>

44
<PAGE> 47

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of Class A Common Stock (including shares of Class A Common Stock
issuable upon the exercise of the Warrants) by (i) each person known by the
Company to be the beneficial owner of more than 5% of the outstanding shares of
Class A Common Stock, (ii) each of the Company's directors, (iii) each Named
Executive, and (iv) all directors and executive officers of the Company as a
group. Unless otherwise noted in the footnotes to the table, the persons named
in the table have sole voting and investment power with respect to all shares of
Class A Common Stock indicated as being beneficially owned by them.

<TABLE>
<CAPTION>
NUMBER OF SHARES
OF CLASS A PERCENT
NAME COMMON STOCK(A) OWNERSHIP(B)
- --------------------------------------------------------------------- ---------------- ---------
<S> <C> <C>
Keith Barish(c)...................................................... 22,876,263 23.83 %
Robert Earl(d)(e).................................................... 22,876,263 23.83 %
Planet Hollywood Holdings Pte., Ltd.(f).............................. 21,276,667 22.17 %
Thomas Avallone(d)(g)(h)............................................. 201,000 *
John Thall(d)(h)..................................................... 51,000 *
Scott Johnson(d)(h).................................................. 50,125 *
Ong Beng Seng(f)(i).................................................. 21,276,667 22.17 %
Isadore Sharp(h)(j).................................................. -- --
Robert Krasnow(k).................................................... 55,556 *
Mark McCormack(l).................................................... -- --
Claudio Gonzalez(m).................................................. 27,778 *
Michael Tarnopol(n).................................................. -- --
All directors and executive officers as a group (13 persons)(h)(o)... 67,464,937 70.29 %
</TABLE>

- ---------------
* Represents holdings of less than one percent.

(a) There are 95,983,221 shares of Class A Common Stock outstanding, including
1,768,164 shares of Class A Common Stock issuable upon exercise of the
Warrants.
(b) Does not include or account for 11,545,706 shares of non-voting Class B
Common Stock outstanding as a result of the All Star Exchange.
(c) The address for Mr. Barish is c/o Planet Hollywood International, Inc., 140
W. 57th Street, New York, N.Y. 10019. Includes 600,700 shares which Mr.
Barish holds as custodian for an unaffiliated party, as to which he
disclaims beneficial ownership.
(d) The address for each of these beneficial owners is c/o Planet Hollywood
International, Inc., 7380 Sand Lake Road, Suite 650, Orlando, Florida
32819.
(e) Mr. Earl's shares are held of record by Ropat Limited Partnership, a Nevada
limited partnership ("Ropat L.P."), in which Ropat, Inc., a Nevada
corporation wholly owned by a Revocable Intervivos Trust for the benefit of
Mr. Earl, is the 1% general partner and such trust is the 99% limited
partner. Excludes 1,053,793 shares of Class B Common Stock that Mr. Earl
beneficially owns as a result of the All Star Exchange through Ropat L.P.
In addition, a trust created for the benefit of Mr. Earl's children (the
"All Star Trust"), the trustee of which is Serena Holdings Limited, a
Jersey, Channel Islands company having no affiliation with Mr. Earl, the
Company or its other affiliates, beneficially owns 5,808,851 shares of
Class B Common Stock as a result of the All Star Exchange, as to which
shares Mr. Earl disclaims beneficial ownership. The shares of Class B
Common Stock beneficially owned by Mr. Earl and the All Star Trust
represent 1.0% and 5.4%, respectively, of the total number of shares of
Common Stock outstanding.
(f) Excludes 300,000 shares beneficially owned by certain employees of PHH as
to which PHH and Mr. Ong disclaim any beneficial ownership. PHH is a
private Singapore company that is 50% owned by Mr. Ong and 50% owned by
HPL, a public Singapore company of which Mr. Ong is the largest
stockholder. Each of Mr. Ong and HPL disclaims beneficial ownership of such
shares. The address for PHH is c/o Kuo Investments Company, 767 Third
Avenue, 33rd Floor, New York, N.Y. 10017.

45
<PAGE> 48

(g) Mr. Avallone's shares are held of record by Avallone Worldwide Enterprises
Limited Partnership, a Nevada limited partnership, in which Avallone
Worldwide Enterprises, Inc., a Nevada corporation wholly owned by Mr.
Avallone, is the 1% general partner and Mr. Avallone, jointly with his
spouse, is the 99% limited partner.
(h) Excludes options to acquire shares of Class A Common Stock which are not
exercisable within 60 days of the date of this Prospectus.
(i) The shares listed for Mr. Ong are owned of record by PHH. The address for
Mr. Ong is c/o Kuo Investments Company, 767 Third Avenue, New York, NY
10017.
(j) The address for Mr. Sharp is Four Seasons/Regent Hotels and Resorts, 1165
Leslie Street, Don Mills, Ontario, Canada M3C 2K8.
(k) The address for Mr. Krasnow is c/o Krasnow Entertainment, 1755 Broadway,
New York, N.Y. 10019.
(l) The address for Mr. McCormack is [ADD].
(m) The address for Mr. Gonzalez is [ADD].
(n) The address for Mr. Tarnopol is c/o Bear, Stearns & Co., Inc., 245 Park
Avenue, New York, NY 10167.
(o) Excludes 1,053,793 shares of Class B Common Stock that Mr. Earl
beneficially owns as a result of the All Star Exchange through Ropat L.P.

SELLING STOCKHOLDERS

The following table sets forth certain information furnished by each
Selling Stockholder with respect to its beneficial ownership of Class A Common
Stock as of June 21, 1996. Each Selling Stockholder has advised the Company that
it expects to offer for sale from time to time all the shares of Class A Common
Stock beneficially owned by it pursuant to this Prospectus.

<TABLE>
<CAPTION>
NUMBER OF SHARES OF
NAME CLASS A COMMON STOCK*
- ------------------------------------------------------------------------ ---------------------
<S> <C>
NEW YORK SELLING STOCKHOLDERS
[List to be provided supplementally]
----------
Total......................................................... 277,778
==================
LONDON SELLING STOCKHOLDER
Rochester Investments Limited........................................... 71,389
</TABLE>

- ---------------

* Each Selling Stockholder holds less than one percent of the outstanding Class
A Common Stock.

CERTAIN TRANSACTIONS

ALL STAR CAFE, INC.

ACQUISITION OF SHARES

All Star was formed in 1993 by Robert Earl and until August 1995 was owned
by Mr. Earl, the All Star Trust (a Jersey, Channel Islands trust formed for the
benefit of Mr. Earl's children that acts through a corporate trustee that is
unaffiliated with Mr. Earl, the Company or its other affiliates), as well as by
certain sports celebrities. In August 1995, after determining that the All Star
concept was an appropriate avenue for application of its financial and
management resources, the Company used a portion of the proceeds from the sale
of its Senior Subordinated Notes and Warrants to purchase a portion of the
shares of All Star then owned by each of Mr. Earl and the All Star Trust,
representing in the aggregate a 57.9% interest in All Star, for an aggregate
purchase price of approximately $567,000 (representing the total equity
contributions previously made to All Star by Mr. Earl and the All Star Trust),
of which $35,000 was paid to Mr. Earl and $532,000 was paid to the All Star
Trust. In addition, All Star repaid its outstanding indebtedness to Mr. Earl and
the All Star Trust, which together with accrued interest aggregated $3.4 million
(including $1.3 million to Mr. Earl and $2.1 million to the All Star Trust). As
a condition of the sale, the Company also obtained the release of certain
contingent obligations of Mr. Earl and the All Star Trust relating to the lease
of the Official All Star Cafe site in New York City. See Note 7 to the
Consolidated Financial Statements of All Star Cafe, Inc. appearing elsewhere
herein.

46
<PAGE> 49

ALL STAR STOCKHOLDERS' AGREEMENT

Concurrently with its purchase of the controlling interest in All Star, the
Company entered into an agreement with Mr. Earl, the All Star Trust and All Star
(the "All Star Stockholders' Agreement") that provided, among other things, for
(i) a commitment by the Company to provide a minimum of $30.0 million to finance
the development and construction of Official All Star Cafe units, (ii)
restrictions on the transfer of shares of All Star by any of the holders prior
to January 1, 2002, (iii) an option in favor of the Company (the "Company
Call"), exercisable only during the first quarter of 2001, to purchase the
remaining shares of All Star owned by Mr. Earl, the All Star Trust and the
sports celebrities and (iv) an option in favor of Mr. Earl and the All Star
Trust to purchase the All Star shares owned by the Company in the event of the
Company's election not to exercise the Company Call. The terms of the All Star
transactions described in this and the prior paragraph were negotiated at arm's
length between Mr. Earl and the Trustee for the All Star Trust, on the one hand,
and Messrs. Barish and Ong on behalf of the Company, on the other, and are
believed to be comparable to those that would have been obtainable from
unaffiliated parties.

Concurrently with the consummation of the Initial Public Offerings, the All
Star Stockholders' Agreement was terminated and, pursuant to the All Star
Exchange, Mr. Earl, the All Star Trust and the sports celebrities transferred to
the Company all the shares of All Star owned by them in exchange for 1,053,793,
5,808,851 and 4,683,062 shares, respectively, of Class B Common Stock of the
Company. See "Description of Capital Stock" for information with respect to the
Class B Common Stock, including restrictions on resale and conversion of shares
of Class B Common Stock.

OTHER

Prior to January 1995, the Company leased two aircraft owned and operated
by a corporation wholly owned by Messrs. Barish and Earl. As a result of a
series of transactions effected in January 1995, a wholly owned subsidiary of
the Company acquired one of the aircraft (and its attendant liabilities) and
Messrs. Barish and Earl each received 28 shares of voting common stock of the
Company. The other aircraft (and its attendant liabilities) was acquired by 308
Aviation, Inc., a company wholly owned by Messrs. Barish and Earl. In July 1995,
308 Aviation Inc. became a wholly owned subsidiary of the Company and Messrs.
Barish and Earl executed personal guarantees in connection with a refinancing of
certain indebtedness related to the aircraft. In addition, the aircraft owned by
the Company's subsidiary was sold to an unaffiliated third party. Apart from the
aggregate 56 shares of the Company's common stock and $300 received in
connection with the July 1995 transactions, Messrs. Barish and Earl received no
economic benefit as a result of the transactions described in this paragraph.

Throughout fiscal 1995, Messrs. Avallone and Johnson and certain other
officers and employees of the Company (a total of 16 persons) were employed and
compensated by Orlando Corporate Services, Inc. ("OCS"), a company wholly owned
by Mr. Earl. OCS provided management services to the Company and to several
other companies controlled by Mr. Earl (including All Star) and allocated the
salaries and other costs associated with these individuals among the various
companies at cost based on the amount of time the individuals dedicated to each
company. In fiscal 1995, the Company paid a total of $0.9 million to OCS for its
allocable share (approximately 90%) of the total costs incurred by OCS for these
individuals, including the compensation and out-of-pocket costs for Messrs.
Avallone ($216,000) and Johnson ($158,000). Effective January 1, 1996, these
individuals became employees of the Company and there is no present relationship
between the Company and OCS.

At December 31, 1995, the Company had outstanding notes payable to
stockholders totalling $70.75 million, consisting of (i) $66.25 million held by
PHDFP (a wholly owned subsidiary of PHH, an entity 50% owned by Mr. Ong (a
director of the Company) and 50% owned by HPL, a public company of which Mr. Ong
is the largest stockholder), (ii) $2.25 million held by Mr. Barish (Chairman of
the Board), and (iii) $2.25 million held by Mr. Earl (President and Chief
Executive Officer and a director of the Company). The proceeds of these notes
were used primarily to finance the development of new restaurant-merchandise
stores. The notes payable to PHDFP (an entity wholly owned by PHH) were
guaranteed by Messrs. Barish and Earl and were secured by substantially all the
assets of the Company and by the shares of Class A Common Stock beneficially
owned by Messrs. Barish and Earl. All the notes were prepaid with a portion of

47
<PAGE> 50

the net proceeds of the Initial Public Offerings and all liens granted in
connection therewith were released. In addition, during fiscal 1995, the
principal stockholders (Messrs. Barish and Earl and PHH) or their affiliates
advanced $21.6 million to the Company under various loan and credit facilities
at an effective interest rate of 20% per annum. These advances were made to
develop and construct new units in 1995 and were prepaid with a portion of the
proceeds from the Senior Subordinated Notes. During fiscal 1993, 1994 and 1995,
approximately $0.7 million, $4.3 million and $7.7 million, respectively, were
paid to the principal stockholders as interest and charged to interest expense
and approximately $0.5 million, $1.0 million and $0.7 million, respectively,
were paid to the principal stockholders as interest and capitalized to leasehold
improvements.

In December 1992, the Company entered into a master franchise and license
arrangement with PH Asia (an entity that is 50% owned by each of the Company and
HPL Group, a Singapore public company of which Mr. Ong is the largest
stockholder). Pursuant to this arrangement, which was amended as of July 1,
1995, PH Asia has the rights to license and develop Planet Hollywood units
throughout most of Asia (excluding Japan) and certain countries in the Middle
East and to receive royalties in respect of the operation of any such units. PH
Asia's obligation to pay the Company franchise fees or continuing royalties
related to these units was terminated in connection with the Company's
acquisition of a 50% interest in PH Asia. The Company acquired its 50% interest
in PH Asia in connection with the January 1995 Reorganization as a capital
contribution from the parent company of PHIL in exchange for the issuance to
PHIL of shares of voting common stock. In December 1995, the Company reacquired
from a former franchisee its rights to open units in Kuala Lumpur, Taipei and
Bangkok as a sub-franchisee of PH Asia. Through its equity ownership in PH Asia,
the Company will recover 50% of the royalties it will be required to pay to PH
Asia in respect of these units and the balance will be distributed to HPL Group.

During 1995, PHH, a company affiliated with Mr. Ong, paid $2.0 million to
the Company for the franchise rights to develop one Planet Hollywood unit in the
Philippines and the Company has entered into a franchise agreement with PHH
concerning the operation of this unit.

DESCRIPTION OF CAPITAL STOCK

The Company's authorized capital stock consists of 250,000,000 shares of
Class A Common Stock, 25,000,000 shares of Class B Common Stock and 25,000,000
shares of preferred stock, par value $.01 per share (the "Preferred Stock"). As
of June 21, 1996, the Company had outstanding 95,983,221 shares of Class A
Common Stock, 11,545,706 shares of Class B Common Stock and no shares of
Preferred Stock. As of June 20, 1996, there were 1,263 holders of record of
Class A Common Stock. The following summary description of the capital stock of
the Company is qualified in its entirety by reference to the Company's Restated
Certificate and Bylaws.

COMMON STOCK

The Restated Certificate provides for two classes of common stock, Class A
Common Stock and Class B Common Stock (collectively, the "Common Stock"), which
are substantially identical except with respect to voting rights. Each share of
Class A Common Stock entitles the holder of record to one vote for each share
held on all matters submitted to a vote of stockholders, including the election
of directors. Shares of Class B Common Stock have no voting or approval rights.

Holders of Class A Common Stock do not have cumulative voting rights for
the election of directors; therefore, holders of a majority of the shares voting
for the election of directors can elect all the directors, in which event the
holders of the remaining shares will not be able to elect any directors.

Holders of the Common Stock are entitled to such dividends as may be
declared from time to time by the Board of Directors from funds legally
available therefor and are entitled to share ratably in all assets of the
Company remaining after the payment of all liabilities upon the liquidation,
dissolution or winding-up of the Company. The Common Stock has no preemptive or
conversion rights or the benefit of any sinking fund and is not subject to
redemption or to liability for any further calls by the Company. The outstanding
shares of Common Stock are, and the shares of Class A Common Stock being offered
hereby will be, when issued and delivered against payment therefor, fully paid
and nonassessable.

48
<PAGE> 51

In connection with the All Star Exchange, the holders of the Class B Common
Stock agreed that the Class B Common Stock will be neither convertible into
Class A Common Stock nor transferable prior to the third anniversary of the
consummation of the All Star Exchange (May 1999). After such date, holders of
Class B Common Stock will be permitted to convert or sell up to 50% of their
shares of Class B Common Stock, and all restrictions on convertibility and
transferability of Class B Common Stock will terminate on the fifth anniversary
of the All Star Exchange (May 2001). Shares of Class B Common Stock will be
automatically converted into Class A Common Stock upon transfer.

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar for the Class A Common Stock is SunTrust
Bank, Central Florida, National Association.

PREFERRED STOCK

The Company may issue up to 25,000,000 shares of Preferred Stock in one or
more series. The Board of Directors has the authority, without any vote or
action by the stockholders, to issue Preferred Stock and to fix the
designations, preferences, rights, qualifications, limitations and restrictions
thereof, including the voting rights, dividend rights, dividend rate, conversion
rights, terms of redemption (including sinking fund provisions), redemption
price or prices, liquidation preferences and the number of shares constituting
any series. There are no agreements or understandings for the designation of any
series of Preferred Stock or the issuance of shares thereunder. See "-- Certain
Anti-Takeover Matters -- Blank Check Preferred Stock."

WARRANTS

The Company has outstanding Warrants to purchase 1,768,164 shares of Class
A Common Stock at an exercise price of $.01 per share. The Warrants are
exercisable at any time and, to the extent not previously exercised, will
terminate on September 21, 2000. The number of shares of Class A Common Stock
issuable upon exercise of the Warrants is subject to adjustment upon the
occurrence of certain customary dilutive events. In connection with the Initial
Public Offerings, the Company agreed to file and have declared effective a
registration statement to cover resales of the shares of Class A Common Stock
underlying the Warrants; however, no such resale, subject to limited exceptions,
may occur prior to October 16, 1996.

LIMITATION OF LIABILITY

The Restated Certificate provides that directors of the Company will not be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Company or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, relating to prohibited dividends or distributions or the
repurchase or redemption of stock or (iv) for any transaction from which the
director derives an improper personal benefit. Such limitation of liability does
not affect the availability of equitable remedies such as injunctive relief or
rescission. These provisions will not limit the liability of directors under
federal securities laws.

CERTAIN ANTI-TAKEOVER MATTERS

The Company is subject to Section 203 of the Delaware General Corporation
Law. In general, subject to certain exceptions, Section 203 prohibits a Delaware
corporation from engaging in a "business combination" with an "interested
stockholder" for a period of three years following the date that such
stockholder became an interested stockholder, unless (i) prior to such date the
board of directors of the corporation approved either the business combination
or the transaction that resulted in the stockholder becoming an interested
stockholder, (ii) upon the consummation of the transaction that resulted in the
stockholder becoming an interested stockholder, the interested stockholder owned
at least 85% of the voting stock of the corporation outstanding at the time the
transaction commenced (excluding for purposes of determining the number of

49
<PAGE> 52

shares outstanding those shares owned by (x) persons who are directors and also
officers and (y) employee stock plans in which employee participants do not have
the right to determine confidentially whether shares held subject to the plan
will be tendered in a tender or exchange offer) or (iii) on or subsequent to
such date the business combination is approved by the board of directors and
authorized at an annual or special meeting of stockholders, and not by written
consent, by the affirmative vote of at least 66 2/3% of the outstanding voting
stock which is not owned by the interested stockholder. Section 203 defines a
"business combination" to include certain mergers, consolidations, asset sales
and stock issuances and certain other transactions resulting in a financial
benefit to an "interested stockholder." In addition, Section 203 defines an
"interested stockholder" to include any entity or person beneficially owning 15%
or more of the outstanding voting stock of the corporation and any entity or
person affiliated with such an entity or person.

The Restated Certificate and Bylaws include a number of provisions that may
have the effect of encouraging persons considering unsolicited tender offers or
other unilateral takeover proposals to negotiate with the Board of Directors
rather than pursue non-negotiated takeover attempts. These provisions include a
classified Board of Directors, advance notice requirements for director
nominations and actions to be taken at annual meetings, the inability of the
stockholders to call for a special meeting of the stockholders or take any
action by written consent without the approval of the Board of Directors, the
requirement for approval by 66 2/3% of the stockholder votes to amend the Bylaws
or certain provisions of the Restated Certificate or to remove a director
without cause and the availability of authorized but unissued blank check
preferred stock.

Classified Board of Directors. The Restated Certificate provides for a
Board of Directors divided into three classes, with one class to be elected each
year and serve for a three-year term. See "Management." As a result, at least
two annual meetings of stockholders may be required for the stockholders to
change a majority of the Board of Directors. The classification of directors
will effectively make it more difficult to change the composition of the Board
of Directors and will instead promote a continuity of existing management.

Advance Notice Requirements. The Bylaws establish advance notice
procedures with regard to stockholder proposals relating to the nomination of
candidates for election as directors or new business to be brought before
meetings of stockholders of the Company. These procedures provide that notice of
such stockholder proposals must be timely given in writing to the Secretary of
the Company prior to the meeting at which the action is to be taken. Generally,
to be timely, notice must be received at the principal executive offices of the
Company not less than 60 days nor more than 90 days prior to the meeting. The
notice must contain certain information specified in the Bylaws.

Special Meetings of Stockholders. The Bylaws deny stockholders the right
to call for a special meeting of stockholders. The Bylaws provide that special
meetings of the stockholders may be called only by the Company's Chief Executive
Officer or a majority of the Board of Directors.

Written Consent of Stockholders. The Bylaws require all stockholder
actions to be taken by a vote of the stockholders at an annual or special
meeting, unless the action is approved by a majority of the Board of Directors.
In case of such approval, the action may be taken by written consent of the
number of stockholders otherwise required for approval of such action subject to
compliance with the notice and other requirements of the Restated Certificate
and Bylaws.

Amendment of Bylaws and Charter and Removal of Directors. The Restated
Certificate and the Bylaws require the approval of 66 2/3% of the voting shares
for amending any by-law or those provisions of the Restated Certificate
described under this sub-heading or for removing any director without cause.
These provisions will make it more difficult to dilute the anti-takeover effects
of the current Bylaws and Restated Certificate.

Blank Check Preferred Stock. The Restated Certificate provides for
25,000,000 authorized shares of Preferred Stock, none of which has yet been
issued. The existence of authorized but unissued Preferred Stock may enable the
Board of Directors to render more difficult or to discourage an attempt to
obtain control of the Company by means of a merger, tender offer, proxy contest
or otherwise. For example, if in the due exercise of its fiduciary obligations,
the Board of Directors were to determine that a takeover proposal is not in the
Company's best interests, the Board of Directors could cause shares of Preferred
Stock to be issued without stockholder approval in one or more private offerings
or other transactions that might dilute the voting or other

50
<PAGE> 53

rights of the proposed acquirer or insurgent stockholder or stockholder group.
In this regard, the Restated Certificate grants the Board of Directors broad
power to establish the rights and preferences of authorized and unissued
Preferred Stock. The issuance of shares of Preferred Stock pursuant to the Board
of Directors' authority described above could decrease the amount of earnings
and assets available for distribution to holders of Common Stock and adversely
affect the rights and powers, including voting rights, of such holders and may
have the effect of delaying, deferring or preventing a change in control of the
Company. The Board of Directors does not currently intend to seek stockholder
approval prior to any issuance of Preferred Stock, unless otherwise required by
law.

SHARES ELIGIBLE FOR FUTURE SALE

The Company has outstanding 107,528,927 shares of Common Stock, including
14,115,065 shares of Class A Common Stock that were sold in the Initial Public
Offerings and issued in the Exchange Offers, 11,545,706 shares of Class B Stock
that were issued in the All Star Exchange, as well as 1,768,164 shares of Class
A Common Stock issuable upon exercise of outstanding Warrants. In addition, the
Company has outstanding options to purchase up to 4,654,394 shares of Class A
Common Stock. All the shares of Class A Common Stock sold in the Initial Public
Offerings and issued in the Washington/Maui Exchange are, and upon the
effectiveness of this Registration Statement of which this Prospectus forms a
part, all the shares issued in the New York Exchange and the Supplemental London
Exchange will be, freely transferable by persons other than "affiliates" of the
Company (as such term is defined in Rule 144, "Affiliates"), without restriction
or further registration under the Securities Act. The remaining 81,868,156
shares of Class A Common Stock, the 1,768,164 shares of Class A Common Stock
issuable upon exercise of outstanding Warrants and all shares of Class B Common
Stock outstanding are "restricted securities" within the meaning of Rule 144
("Rule 144") under the Securities Act and may not be sold in the absence of
registration under the Securities Act or an available exemption therefrom (such
as Rule 144 under the Securities Act). See "-- Registration Rights." The
Company, its principal stockholders, directors and executive officers, the
holders of outstanding Warrants and those persons who received shares of Class A
Common Stock in the Washington/Maui Exchange have agreed that, subject to
certain limited exceptions, until October 15, 1996, without the prior written
consent of Bear, Stearns & Co., Inc., they will not, directly or indirectly,
offer or agree to sell, sell or otherwise dispose of any shares of Common Stock
(or any securities convertible into, exchangeable for or evidencing the right to
purchase shares of Common Stock).

In general, under Rule 144 as currently in effect, a stockholder (or
stockholders whose securities are aggregated) who (together with predecessor
holders who were not Affiliates) has beneficially owned shares of Common Stock
which are treated as restricted securities for at least two years from the date
such shares were acquired from the Company or an Affiliate thereof, is entitled
to sell, within any three-month period, a number of shares that does not exceed
the greater of (i) 1% of the then outstanding shares of Class A Common Stock or
(ii) the average weekly trading volume of the then outstanding shares of Class A
Common Stock during the four calendar weeks preceding the date on which notice
of such sale was filed with the Commission under Rule 144. Sales under Rule 144
are also subject to certain provisions relating to the manner and notice of sale
and the availability of current public information about the Company. In
addition, Affiliates must comply with the restrictions and requirements of Rule
144 (other than the two-year holding period requirement) in order to sell shares
of Class A Common Stock that are not restricted securities (such as shares
acquired by Affiliates in the public market). Furthermore, commencing three
years after the acquisition of restricted securities from the Company or an
Affiliate, a holder of such restricted securities who is not an Affiliate at the
time of the sale and has not been an affiliate for at least three months prior
to such sale would be entitled to sell such securities immediately without
regard to the volume limitations and other conditions described above.

In connection with the January 1995 Reorganization, the Company issued to
certain of its employees 1,433,333 shares of Class A Common Stock (the
"Restricted Employee Shares"). The Restricted Employee Shares are transferable
subject to a "right of first refusal" in favor of the Company to purchase the
shares proposed to be transferred to a third party upon the same terms as the
proposed transfer. If the Company declines to purchase the Restricted Employee
Shares, they may be transferred to a third party upon the same terms within 120
days. The Company is not required to register any Restricted Employee Shares.
The

51
<PAGE> 54

Restricted Employee Shares are subject to a vesting schedule (with the majority
of shares becoming 100% vested as of December 31, 1999) and are subject to
forfeiture in the event that the recipient's relationship with the Company is
terminated for any reason other than death or permanent disability.

Pursuant to separate stock issuance agreements entered into at the time of
the January 1995 Reorganization, celebrities and other stockholders received
12,783,333 shares of Class A Common Stock (the "Celebrity Shares") in exchange
for their participation interests in PHIL and PHI. The Celebrity Shares may not
be transferred by the holders thereof (other than to trusts or wholly owned
entities for tax planning purposes) without the consent of the Company and
except as described below. Following October 15, 1996, such holders may begin to
transfer up to 50% of the Celebrity Shares held by them, and the restrictions on
transfer on the balance of such Celebrity Shares will completely lapse by April
24, 1999.

The Company believes that, under prevailing interpretations of Rule 144,
all the shares of Class A Common Stock issued in the January 1995 Reorganization
are subject to applicable holding period limitations until January 1997.
Beginning in January 1998, to the extent they continue to be held by
non-Affiliates, up to 9,982,466 shares of Class A Common Stock will become
freely tradeable without registration under Rule 144, with an additional
4,425,000 shares becoming freely tradeable without registration under Rule 144
as of April 24, 1996 and up to an additional 573,334 shares becoming freely
tradeable without registration under Rule 144 as of December 31, 1999 (in
accordance with the lapsing of certain vesting and transfer restrictions). In
addition, up to 65,341,193 shares of Class A Common Stock currently held by
Affiliates will become freely tradeable without registration under Rule 144 as
of January 1998 to the extent they are no longer held by Affiliates. The
11,545,706 shares of Class B Common Stock will become freely transferable
without registration under Rule 144 to the extent not held by Affiliates as of
April 24, 1996.

In addition, during fiscal 1995 the Company issued options to certain
employees under the Employee Plan to purchase approximately 1,130,733 shares of
Class A Common Stock (of which options to purchase 1,048,733 shares remain
outstanding) and issued options to certain celebrities under the Celebrity Plan
to purchase 2,250,000 shares of Class A Common Stock (of which options to
purchase 2,200,000 shares remain outstanding). In March 1996, the Company issued
options to certain employees under the Employee Plan to purchase approximately
205,661 shares of Class A Common Stock and issued options to certain celebrities
under the Celebrity Plan to purchase 880,000 shares of Class A Common Stock. In
April 1996, the Company issued options to certain employees under the Employee
Plan to purchase 60,000 shares of Class A Common Stock and issued options to
certain celebrities under the Celebrity Plan to purchase 260,000 shares of Class
A Common Stock. All such options are subject to a vesting schedule that provides
for vesting in three installments on each of September 30, 1997, September 30,
1998 and September 30, 1999. The Company intends to file a Registration
Statement on Form S-8 covering all shares of Class A Common Stock issuable under
the Employee Plan and the Celebrity Plan (an aggregate of 4,654,394 shares as of
the date of this Prospectus). Accordingly, any shares issued upon exercise of
outstanding options will be eligible for sale in the public market after the
effective date of such Registration Statement. See "Management -- Stock
Incentive Plans" and "Description of Capital Stock -- Common Stock."

No prediction can be made as to the effect, if any, that future public
sales of shares or the availability of shares for future sale, will have on the
market price prevailing from time to time. Nevertheless, sales of substantial
amounts of Class A Common Stock in the public market, or the perception that
such sales could occur, could have an adverse impact on the market price and
could impair the Company's future ability to raise capital through the sale of
equity securities.

52
<PAGE> 55

REGISTRATION RIGHTS

Beginning October 16, 1996, celebrity stockholders will have the right to
require the Company to register Celebrity Shares held by them that are otherwise
transferable at that time as part of any registration under the Securities Act
by the Company of any of its capital stock. In addition, holders of over 50% of
the total number of Celebrity Shares outstanding will have the right to require
the Company to register those Celebrity Shares held by them and by other
celebrity holders who elect to include their shares in such registration, but
only to the extent such shares are otherwise transferable at that time.

The Company has agreed with the holders of the Warrants to file and have
declared effective a registration statement under the Securities Act for the
resale of 1,768,164 shares issuable upon exercise of the Warrants on or after
October 16, 1996 and to file and have declared effective such registration
statement promptly in the event of a "change of control" (as defined in the
Warrants) of the Company prior to such date. In addition, the Warrant holders
have "piggyback" registration rights in connection with any registration
statement filed by the Company with respect to its Common Stock (other than the
Registration Statement of which this Prospectus forms a part).

In connection with the London Exchange, the Company has granted to the
holders of substantially all the minority interests in PH London the right to
require the Company to register up to 833,333 shares of Class A Common Stock
received by them in the London Exchange on a registration statement at any time
on or after October 16, 1996. In addition, such persons will have the right to
include such shares in a registration statement with respect to any underwritten
offering by the Company of its Common Stock.

The Company is responsible for certain of the expenses associated with the
registration of the shares described in the foregoing paragraphs. The Company
does not believe such expenses, either individually or in the aggregate, will
have any material impact on the Company's results of operations or financial
condition.

CERTAIN UNITED STATES FEDERAL TAX CONSEQUENCES
TO NON-UNITED STATES HOLDERS

The following is a general discussion of certain United States Federal tax
consequences of the ownership and disposition of Class A Common Stock by a
holder that, for United States Federal income tax purposes, is not a "United
States person" (a "Non-United States Holder"). For purposes of this discussion,
a "United States person" means a citizen or resident of the United States; a
corporation or partnership created or organized in the United States or under
the laws of the United States or of any political subdivision thereof; or an
estate or trust the income of which is includible in gross income for United
States Federal income tax purposes regardless of its source. Resident alien
individuals will be subject to United States Federal income tax with respect to
the Class A Common Stock as if they were United States citizens.

This discussion does not consider any specific facts or circumstances that
may apply to a particular Non-United States Holder. Prospective investors are
urged to consult their tax advisors regarding the United States Federal tax
consequences of owning and disposing of Class A Common Stock (including such an
investor's status as a United States person or Non-United States Holder), as
well as any tax consequences that may arise under the laws of any state,
municipality or other taxing jurisdiction.

DIVIDENDS

Dividends paid to a Non-United States Holder will generally be subject to
withholding of United States Federal income tax at the rate of 30% unless the
dividend is effectively connected with the conduct of a trade or business within
the United States by the Non-United States Holder, in which case the dividend
will be subject to the United States Federal income tax on net income that
applies to United States persons (and, with respect to corporate holders and
under certain circumstances, the branch profits tax). Non-United States Holders
should consult any applicable income tax treaties, which may provide for reduced
withholding or other rules different from those described above. A Non-United
States Holder may be required to satisfy certain certification requirements in
order to claim treaty benefits or to otherwise claim a reduction of or exemption
from withholding under the foregoing rules.

53
<PAGE> 56

GAIN ON DISPOSITION

Subject to special rules applicable to individuals as described in the next
paragraph, a Non-United States Holder will generally not be subject to United
States Federal income tax on gain recognized on a sale or other disposition of
Class A Common Stock unless (i) the gain is effectively connected with the
conduct of a trade or business within the United States by the Non-United States
Holder (or by a partnership, trust or estate in which the Non-United States
Holder is a partner or beneficiary) or (ii) the Company has been, is or becomes
a "United States real property holding corporation" for United States Federal
income tax purposes (a "USRPHC") and certain other requirements are met. The
Company believes that it has not been, and is not currently, a USRPHC. It is
possible, however, that the Company may become a USRPHC in the future. If the
Company were to become a USRPHC at any time within the shorter of (a) the five
year period preceding a sale of Class A Common Stock by a Non-United States
Holder or (b) such Non-United States Holder's holding period for such stock (the
"Testing Period"), then gain realized on a disposition of Class A Common Stock
by a Non-United States Holder that owns, actually or constructively, more than
5% of the Class A Common Stock at any time during the Testing Period will
generally be treated as effectively connected with the conduct of a trade or
business within the United States by such Non-United States Holder. Gain that is
effectively connected with the conduct of a trade or business within the United
States by the Non-United States Holder will be subject to the United States
Federal income tax on net income that applies to United States persons (and,
with respect to corporate holders and under certain circumstances, the branch
profits tax) and may be subject to withholding. Non-United States Holders should
consult applicable income tax treaties, which may provide for different rules.

In addition to being subject to the rules described above, an individual
Non-United States Holder who holds Class A Common Stock as a capital asset will
generally be subject to tax at a 30% rate on any gain recognized on the
disposition of such stock if such individual is present in the United States for
183 days or more in the taxable year of disposition and either (i) has a "tax
home" in the United States (as specially defined for purposes of the United
States Federal income tax) or (ii) maintains an office or other fixed place of
business in the United States and the income from the sale of the stock is
attributable to such office or other fixed place of business. Individual
Non-United States Holders may also be subject to tax pursuant to provisions of
United States Federal income tax law applicable to certain United States
expatriates.

In 1995, legislation was introduced that, if enacted, would under certain
circumstances impose Federal income tax on gain realized from dispositions of
Class A Common Stock by certain Non-United States Holders who owned at or prior
to the time of disposition 10% or more of the Class A Common Stock.

FEDERAL ESTATE TAXES

Class A Common Stock owned or treated as owned by an individual who is not
a citizen or resident (as specially defined for United States Federal estate tax
purposes) of the United States at the date of death will be included in such
individual's estate for United States Federal estate tax purposes, unless an
applicable estate tax treaty provides otherwise.

INFORMATION REPORTING AND BACKUP WITHHOLDING

The Company must report annually to the Internal Revenue Service (the
"Service") and to each Non-United States Holder the amount of dividends paid to,
and the tax withheld with respect to, such holder, regardless of whether tax was
actually withheld. That information may also be made available to the tax
authorities of the country in which the Non-United States Holder resides.

United States Federal backup withholding (which generally is withholding
imposed at the rate of 31% on certain payments to persons not otherwise exempt
who fail to furnish certain identifying information to the Service) will
generally not apply to dividends paid to a Non-United States Holder that are
subject to withholding at the 30% rate (or would be so subject but for a reduced
rate under an applicable treaty). In addition, the payor of dividends may rely
on the payee's foreign address in determining that the payee is exempt from
backup withholding, unless the payor has knowledge that the payee is a United
States person.

54
<PAGE> 57

Those backup withholding and information reporting requirements also apply
to the gross proceeds paid to a Non-United States Holder upon the disposition of
Class A Common Stock by or through a United States office of a United States or
foreign broker, unless the holder certifies to the broker under penalties of
perjury as to its name, address and status as a Non-United States Holder or the
holder otherwise establishes an exemption. Information reporting requirements
(but not backup withholding) will apply to a payment of the proceeds of a
disposition of Class A Common Stock by or through a foreign office of (i) a
United States broker, (ii) a foreign broker 50% or more of whose gross income
for certain periods is effectively connected with the conduct of a trade or
business in the United States or (iii) a foreign broker that is a "controlled
foreign corporation" for United States Federal income tax purposes, unless the
broker has documentary evidence in its records that the holder is a Non-United
States Holder and certain other conditions are met, or the holder otherwise
establishes an exemption. Neither backup withholding nor information reporting
will generally apply to a payment of the proceeds of a disposition of Class A
Common Stock by or through a foreign office of a foreign broker not subject to
the preceding sentence.

Any amounts withheld under the backup withholding rules will be refunded or
credited against the Non-United States Holder's United States Federal income tax
liability, provided that required information is furnished to the Service.

The backup withholding and information reporting rules are currently under
review by the Treasury Department, and their application to the Class A Common
Stock is subject to change.

55
<PAGE> 58

PLAN OF DISTRIBUTION

The Class A Common Stock to be offered by the New York Selling Stockholders
may be sold, from time to time, on the over-the-counter market in regular
brokerage transactions, in transactions directly with market-makers or in
privately negotiated transactions at market prices prevailing at the time of
sale, at prices related to such prevailing prices, or at negotiated prices.
Without limiting the foregoing, brokers used by the New York Selling
Stockholders may act as dealers by purchasing any or all such shares of Class A
Common Stock either as agents for others or as principals for their own accounts
and reselling such shares pursuant to a Prospectus Supplement. The New York
Selling Stockholders have agreed to use Bear, Stearns & Co. Inc. as their broker
or dealer for the purpose of selling such shares under certain circumstances.

All the shares of Class A Common Stock to be sold by the London Selling
Stockholder will be sold through the bloc trading desk at Bear, Stearns & Co.
Inc.

Dealers or agents through whom the shares of Class A Common Stock may be
offered may receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholders and/or the purchasers of such shares
for whom they may act as agent. The Selling Stockholders and any such dealers or
agents that participate in the distribution of the Class A Common Stock may be
deemed to be underwriters, and any profits on the sale of the Class A Common
Stock by them and any discounts, commissions or concessions received by any such
dealers or agents might be deemed to be underwriting discounts and commissions
under the Securities Act. To the extent the Selling Stockholders may be deemed
to be underwriters, the Selling Stockholders may be subject to certain statutory
liabilities of the Securities Act, including but not limited to Section 11 and
12 of the Securities Act and Rule 10b-5 of the Exchange Act. To the extent
required, additional information concerning specific distributions of the Class
A Common Stock will be set forth in a Prospectus Supplement.

The Company has agreed to indemnify the New York Selling Stockholders and
their directors, officers and affiliates for certain losses, claims and
liabilities in connection with the sale of Class A Common Stock pursuant to the
Registration Statement of which this Prospectus forms a part. The Selling
Stockholders have agreed to reimburse the Company in proportion to the shares to
be offered by each Selling Stockholder for fees and expenses in connection with
the Registration Statement of which this Prospectus forms a part, including
printing expenses and filing fees. Any brokerage or dealer fees in connection
with the Offering will be borne by the Selling Stockholders.

LEGAL MATTERS

The validity of the Class A Common Stock and certain other legal matters
will be passed upon for the Company by Cravath, Swaine & Moore, New York, New
York and by Gray, Harris & Robinson, Orlando, Florida. Certain shareholders of
Gray, Harris & Robinson hold in the aggregate 17,778 shares of Class A Common
Stock.

EXPERTS

The consolidated financial statements of Planet Hollywood International,
Inc. and All Star Cafe, Inc. included in this Prospectus, except as they relate
to the unaudited three month periods ended April 2, 1995 and March 31, 1996,
have been so included in reliance on the reports of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as experts in
accounting and auditing.

56
<PAGE> 59

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
Planet Hollywood International, Inc.
Report of Independent Accountants.................................................. F-2
Consolidated Balance Sheets as of January 1, 1995 and December 31, 1995 and
March 31, 1996 (unaudited)...................................................... F-3
Consolidated Statements of Operations for fiscal 1993, 1994 and 1995 and the three
month periods ended April 2, 1995 and March 31, 1996 (unaudited)................ F-4
Consolidated Statements of Changes in Stockholders' Equity for fiscal 1993, 1994
and 1995 and the three month periods ended April 2, 1995 and March 31, 1996
(unaudited)..................................................................... F-5
Consolidated Statements of Cash Flows for fiscal 1993, 1994 and 1995 and the three
month periods ended April 2, 1995 and March 31, 1996 (unaudited)................ F-6
Notes to Consolidated Financial Statements......................................... F-7
All Star Cafe, Inc.
Report of Independent Accountants.................................................. F-23
Consolidated Balance Sheets as of December 31, 1994 and August 21, 1995............ F-24
Consolidated Statements of Operations for the period August 3, 1993 to December 31,
1993, year ended December 31, 1994, the period ended August 21, 1995 and August
3, 1993 through August 21, 1995................................................. F-25
Consolidated Statements of Changes in Stockholders' Deficit for the period August
3, 1993 to December 31, 1993, year ended December 31, 1994, the period January
1, 1995 to August 21, 1995 and the period August 3, 1993 to August 21, 1995..... F-26
Consolidated Statements of Cash Flows for the period August 3, 1993 to December 31,
1993, year ended December 31, 1994, the period ended August 21, 1995 and the
period August 3, 1993 to August 21, 1995........................................ F-27
Notes to Consolidated Financial Statements......................................... F-28
Unaudited Pro Forma Financial Information............................................ F-33
</TABLE>

F-1
<PAGE> 60

REPORT OF INDEPENDENT ACCOUNTANTS

------------------------

To the Board of Directors and Stockholders of Planet Hollywood International,
Inc.

In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, of cash flows and of changes in
stockholders' equity present fairly, in all material respects, the financial
position of Planet Hollywood International, Inc. and its subsidiaries at
December 31, 1995 and January 1, 1995, and the results of their operations and
their cash flows for each of the three years in the period ended December 31,
1995, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.

PRICE WATERHOUSE LLP
Orlando, Florida
February 8, 1996, except as to Note 16,
which is as of May 24, 1996

F-2
<PAGE> 61

PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(000'S OMITTED EXCEPT SHARE INFORMATION)

JANUARY 1, DECEMBER 31, MARCH 31,
1995 1995 1996
---------- ------------ -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.................................. $ 5,024 $ 14,923 $ 8,076
Accounts receivable........................................ 4,683 7,093 7,289
Inventories................................................ 15,348 12,769 11,566
Deferred income taxes (Note 10)............................ -- 8,932 8,996
Preopening costs, net...................................... 6,846 8,437 7,856
Prepaid expenses and other assets.......................... 2,649 3,701 5,246
-------- -------- ---------
Total current assets............................. 34,550 55,855 49,029
Restricted cash and cash equivalents......................... 3,674 610 541
Property and equipment, net (Note 3)......................... 103,528 169,997 183,313
Other assets, net............................................ 3,171 6,375 7,441
Deferred income taxes (Note 10).............................. -- 1,774 1,549
Investment in unconsolidated affiliates (Note 4)............. -- 5,574 6,348
-------- -------- ---------
Total assets....................................... $ 144,923 $240,185 $ 248,221
======== ======== =========
LIABILITIES, MINORITY INTERESTS, REDEEMABLE
WARRANTS AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable........................................... $ 18,576 $ 25,832 $ 27,194
Accrued expenses (Note 5).................................. 9,087 13,787 14,305
Current portion of notes payable (Note 6).................. 2,962 708 702
-------- -------- ---------
Total current liabilities.......................... 30,625 40,327 42,201
Deferred rentals............................................. 3,061 6,502 7,912
Notes payable (Note 6)....................................... 16,458 51,995 52,711
Notes payable to stockholders (Note 7)....................... 66,361 70,750 70,750
Deferred credits (Note 9).................................... 12,000 17,000 16,950
-------- -------- ---------
Total liabilities.................................. 128,505 186,574 190,524
-------- -------- ---------
Commitments and contingencies (Notes 11 and 16).............. -- -- --
Minority interests........................................... 8,959 10,466 11,230
-------- -------- ---------
Redeemable warrants (Note 8)................................. -- 15,000 15,000
-------- -------- ---------
Stockholders' equity (Note 8):
Preferred stock, $.01 par value; 25,000,000 shares
authorized; none issued; preferences, limitations and
rights to be established by the Board of Directors...... -- -- --
Common stock -- Class A voting, $.01 par value; 250,000,000
shares authorized; 79,999,995, 80,099,992 and 80,099,992
issued and outstanding, respectively.................... 800 801 801
Common stock -- Class B non-voting, $.01 par value;
25,000,000 shares authorized; none issued or
outstanding............................................. -- -- --
Capital in excess of par value............................. 7,568 7,807 7,857
Deferred compensation (Note 8)............................. (990) (770) (709)
Retained earnings.......................................... -- 20,727 24,077
Cumulative currency translation adjustment................. 81 (420) (559)
-------- -------- ---------
Total stockholders' equity......................... 7,459 28,145 31,467
-------- -------- ---------
Total liabilities, minority interests, redeemable
warrants and stockholders' equity............. $ 144,923 $240,185 $ 248,221
======== ======== =========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-3
<PAGE> 62

PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(000'S OMITTED, EXCEPT EARNINGS PER SHARE)

<TABLE>
<CAPTION>
THREE MONTH
PERIODS ENDED
-------------------------
APRIL 2 MARCH 31
FISCAL 1993 FISCAL 1994 FISCAL 1995 1995 1996
----------- ----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
REVENUES
Direct (Note 13)........................ $27,496 $ 120,203 $ 265,048 $51,606 $75,185
Royalty (Note 4)........................ 3,181 1,729 1,558 159 840
Franchise............................... -- 4,000 4,000 -- 1,000
------- -------- --------
30,677 125,932 270,606 51,765 77,025
COSTS AND EXPENSES
Cost of sales (Note 13)................. 7,962 35,292 76,462 14,981 20,706
Operating............................... 13,120 59,683 116,805 22,284 35,167
General and administrative.............. 12,203 19,641 20,057 4,276 4,955
Depreciation and amortization........... 2,818 16,231 22,182 4,724 6,874
Equity in (income) loss of
unconsolidated
affiliates (Note 4).................. 198 -- (848) (10) (748)
------- -------- -------- ------- -------
36,301 130,847 234,658 46,255 66,954
INCOME (LOSS) FROM OPERATIONS............. (5,624) (4,915) 35,948 5,510 10,071
NON-OPERATING INCOME (EXPENSE)
Interest income......................... 385 592 598 52 85
Interest expense (Notes 6 and 7)........ (243) (4,646) (11,827) (1,573) (4,116)
Gain on sale of subsidiary interests.... -- -- 611 -- --
------- -------- -------- ------- -------
142 (4,054) (10,618) (1,521) (4,031)
INCOME (LOSS) BEFORE MINORITY INTERESTS... (5,482) (8,969) 25,330 3,989 6,040
MINORITY INTERESTS........................ (223) 299 3,728 465 764
------- -------- -------- ------- -------
INCOME (LOSS) BEFORE PROVISION FOR INCOME
TAXES................................... (5,259) (9,268) 21,602 3,524 5,276
PROVISION FOR INCOME TAXES (NOTE 10)...... -- -- 875 -- 1,926
------- -------- -------- ------- -------
NET INCOME (LOSS)......................... ($5,259) ($ 9,268) $ 20,727 $ 3,524 $ 3,350
======= ======== ======== ======= =======
EARNINGS PER COMMON SHARE AND COMMON SHARE
EQUIVALENT.............................. $ .24 $ .04 $ .04
-------- ------- -------
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING............................. 86,814 86,814 86,809
-------- ------- -------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-4
<PAGE> 63

PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(000'S OMITTED)
<TABLE>
<CAPTION>

COMMON STOCK
--------------- CAPITAL
CLASS A IN
--------------- EXCESS OF RETAINED DEFERRED GENERAL LIMITED
SHARES AMOUNT PAR VALUE EARNINGS COMPENSATION PARTNER PARTNER
------- ------ --------- -------- ------------ -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1992....................... -- $ -- $ 6,139 $(10,344) $ -- $ -- $ --
Net loss for the period January 1, 1993 through May
31, 1993......................................... (2,683)
Issuance of participation interests (Note 8)....... 200
Transfer of title and interest from Planet
Hollywood, Inc. to Planet Hollywood, Ltd......... (6,339) 13,027 (6,688)
Equity contribution from limited partner........... 25,750
Net loss for the period June 1, 1993 through
December 31, 1993................................ (2,035) (541)
Currency translation adjustment....................
------ ---- ------- ------- ----- ------- --------
Balance at December 31, 1993....................... -- -- -- -- -- (8,723) 25,209
Net loss........................................... (7,322) (1,946)
Issuance of participation interests (Note 8)....... 50
Merger of Planet Hollywood, Ltd. and affiliated
entities into Planet Hollywood International,
Inc.............................................. 78,667 787 6,481 16,045 (23,313)
Employee restricted stock awards (Note 8).......... 1,333 13 1,087 (990)
Currency translation adjustment....................
------ ---- ------- ------- ----- ------- --------
Balance at January 1, 1995......................... 80,000 800 7,568 -- (990) -- --
Net income......................................... 20,727
Celebrity restricted stock options (Note 8)........ 140
Employee restricted stock awards (Note 8).......... 100 1 99 220
Currency translation adjustment....................
------ ---- ------- ------- ----- ------- --------
Balance at December 31, 1995....................... 80,100 801 7,807 20,727 (770) -- --
Net income......................................... 3,350
Celebrity restricted stock options................. 50
Employee restricted stock awards................... 61
Currency translation adjustment....................
------ ---- ------- ------- ----- ------- --------
Balance at March 31, 1996 (unaudited).............. 80,100 $801 $ 7,857 $ 24,077 $ (709) $ -- $ --
====== ==== ======= ======= ===== ======= ========

TOTAL CUMULATIVE TOTAL
PARTNERS' TRANSLATION STOCKHOLDERS'
EQUITY ADJUSTMENT EQUITY
--------- ----------- -------------
<S> <C> <C> <C>
Balance at December 31, 1992....................... $ -- $ -- $ (4,205)
Net loss for the period January 1, 1993 through May
31, 1993......................................... (2,683)
Issuance of participation interests (Note 8)....... 200
Transfer of title and interest from Planet
Hollywood, Inc. to Planet Hollywood, Ltd......... (6,688) --
Equity contribution from limited partner........... 25,750 25,750
Net loss for the period June 1, 1993 through
December 31, 1993................................ (2,576) (2,576)
Currency translation adjustment.................... (188) (188)
-------- ---- --------
Balance at December 31, 1993....................... 16,486 (188) 16,298
Net loss........................................... (9,268) (9,268)
Issuance of participation interests (Note 8)....... 50 50
Merger of Planet Hollywood, Ltd. and affiliated
entities into Planet Hollywood International,
Inc.............................................. (7,268) --
Employee restricted stock awards (Note 8).......... 110
Currency translation adjustment.................... 269 269
-------- ---- --------
Balance at January 1, 1995......................... -- 81 7,459
Net income......................................... 20,727
Celebrity restricted stock options (Note 8)........ 140
Employee restricted stock awards (Note 8).......... 320
Currency translation adjustment.................... (501) (501)
-------- ---- --------
Balance at December 31, 1995....................... -- (420) 28,145
Net income......................................... 3,350
Celebrity restricted stock options................. 50
Employee restricted stock awards................... 61
Currency translation adjustment.................... (139) (139)
-------- ---- --------
Balance at March 31, 1996 (unaudited).............. $ -- $(559) $ 31,467
======== ==== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-5
<PAGE> 64

PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(000'S OMITTED)

<TABLE>
<CAPTION>
THREE MONTH
PERIODS ENDED
----------------------
APRIL 2, MARCH 31,
FISCAL 1993 FISCAL 1994 FISCAL 1995 1995 1996
----------- ----------- ----------- -------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income.................................... $ (5,259) $ (9,268) $ 20,727 $ 3,524 $ 3,350
Adjustments to reconcile net (loss) income to net
cash (used in) provided by operating activities:
Depreciation....................................... 952 4,424 7,727 1,615 2,588
Amortization....................................... 1,866 11,807 14,455 3,109 4,286
Amortization of discount on senior subordinated
notes and debt issue costs....................... -- -- 1,563 -- 938
(Gain) on sale of subsidiary interests............. -- -- (611) -- --
Minority interests................................. (223) 299 3,728 465 764
Equity in (income) losses of unconsolidated
affiliates....................................... 198 -- (848) -- (748)
Changes in assets and liabilities:
Accounts receivable.............................. (264) 669 (2,599) (538) (196)
Due from affiliated entity....................... (3,596) 882 -- -- --
Inventories...................................... (4,374) (8,282) 2,245 1,926 1,203
Prepaid expenses and other assets................ (735) (1,147) (1,188) (1,543) (1,545)
Preopening costs and other assets................ (5,806) (12,261) (15,498) (873) (3,611)
Deferred income taxes............................ -- -- (10,706) -- 161
Accounts payable and accrued expenses............ 2,136 7,993 8,924 (18,976) 1,880
Deferred rentals................................. 345 1,309 3,441 88 1,410
Deferred credits................................. 5,000 -- 2,000 1,000 (50)
Other, net....................................... 200 429 10 217 (56)
-------- -------- -------- -------- --------
Net cash (used in) provided by operating
activities..................................... (9,560) (3,146) 33,370 (9,986) 10,374
-------- -------- -------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment.................. (29,345) (46,531) (80,291) (5,147) (15,904)
Purchase of restaurant from franchisee............... -- (5,600) -- -- --
Purchase of minority interests....................... -- (359) (250) -- --
Investment in affiliated entities.................... (2,313) -- (2,408) -- --
Proceeds from sale of subsidiary interest............ -- -- 900 -- --
Proceeds from sale of transportation equipment....... -- -- 6,450 -- --
Loan to affiliated entity............................ (845) -- -- -- --
Additions to other assets............................ -- -- -- -- (1,184)
-------- -------- -------- -------- --------
Net cash used in investing activities............ (32,503) (52,490) (75,599) (5,147) (17,088)
-------- -------- -------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of notes payable.............. 13,300 10,600 6,350 -- --
Proceeds from issuance of senior subordinated
notes.............................................. -- -- 60,000 -- --
Proceeds from notes and advances from stockholders... 15,176 45,211 29,583 10,000 --
Change in restricted cash and investments............ (1,660) (1,174) 3,064 2,950 69
Repayment of notes payable........................... -- (5,949) (14,716) (538) (40)
Repayment of notes payable to stockholders........... -- -- (25,194) -- --
Distributions to minority interests.................. -- (1,349) (3,209) (244) --
Minority interest contributions...................... 2,125 4,466 -- -- --
Deposits............................................. 1,450 -- -- -- --
Deferred financing costs............................. -- -- (3,750) -- (162)
Equity contributions and deposits.................... 13,250 -- -- -- --
Landlord build-out allowance......................... (2,246) (1,989) -- -- --
-------- -------- -------- -------- --------
Net cash provided by financing activities........ 41,395 49,816 52,128 12,168 (133)
-------- -------- -------- -------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS... (668) (5,820) 9,899 (2,965) (6,847)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR......... 11,512 10,844 5,024 5,024 14,923
-------- -------- -------- -------- --------
CASH AND CASH EQUIVALENTS AT END OF YEAR............... $ 10,844 $ 5,024 $ 14,923 $ 2,059 $ 8,076
======== ======== ======== ======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-6
<PAGE> 65

PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements include the accounts of Planet
Hollywood International, Inc. ("PHII") and its wholly and majority owned
subsidiaries (collectively, the "Company"). All material intercompany
transactions and accounts have been eliminated in the consolidation. The Company
has interests in various entities which are not majority owned or controlled.
The Company uses the equity method to account for these interests.

At the beginning of 1994, the Company changed its accounting period from a
fiscal year ending December 31 to a 52-53 week fiscal year ending on the Sunday
nearest December 31 of each year. The fiscal years ended December 31, 1993,
January 1, 1995 and December 31, 1995 are herein referred to as "fiscal 1993",
"fiscal 1994" and "fiscal 1995", respectively. This change of accounting period
did not materially impact the comparability of the years presented in the
consolidated financial statements.

Description of Business

The Company's primary business is to create and develop consumer brand
names. To date, the Company has promoted its brands primarily through the
operation of distinctive entertainment-oriented theme restaurants and their
associated merchandise sales. The Company currently operates under the Planet
Hollywood and Official All Star Cafe brands. Direct revenues in the accompanying
financial statements include sales of food, beverage and merchandise.

Merger

Prior to June 1993, the business and operations of the Company were
conducted by Planet Hollywood, Inc. ("PHI"), a Delaware corporation. In June
1993, PHI contributed the assets and liabilities of the business to Planet
Hollywood, Ltd. ("PHL"), a limited partnership, for the sole general partnership
interest. Planet Hollywood Investments, Ltd. ("PHIL"), an unrelated entity,
acquired the sole limited partnership interest.

On January 1, 1995, the Company reorganized and PHII became the primary
operating and reporting entity for the Company. In connection with the
reorganization and merger (the "Reorganization"), PHI was merged into PHII in
exchange for PHII Class A common stock, PHIL contributed its limited partnership
interest in PHL and an affiliate of PHIL contributed a 50% interest in Planet
Hollywood (Asia) Ptd. Ltd. ("PH Asia") in exchange for PHII Class A common
stock, and certain celebrities and others contributed their participation
interests in the predecessors to PHII in exchange for PHII Class A common stock.
Prior to the date of the Reorganization, the consolidated financial statements
included the accounts of PHI and PHL and their affiliated entities under common
control. The Reorganization was treated as an exchange between entities under
common control and was accounted for at historical cost as, in the opinion of
the Company, the substance of the Reorganization was solely a change in the
corporate form of the reporting entity.

Interim Financial Data (Unaudited)

The interim financial data at March 31, 1996 and for the three month
periods ended April 2, 1995 and March 31, 1996 are unaudited; however in the
opinion of management, such interim data includes all adjustments, consisting
only of normal recurring adjustments, necessary for a fair statement of the
results for the interim periods.

F-7
<PAGE> 66

PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Cash and Cash Equivalents

Cash and cash equivalents are defined as highly liquid investments with
original maturities of three months or less and consist of amounts held as bank
deposits and certificates of deposit. At January 1, 1995 and December 31, 1995,
the Company had approximately $3,674 and $610, respectively, of cash equivalents
restricted as to use.

Inventories

Inventories, consisting primarily of merchandise, are valued at the lower
of cost (determined by the first-in, first-out method) or market.

Preopening Costs

The Company capitalizes costs relating to opening of units and amortizes
such costs over the twelve months following the opening date of the unit.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation.
Depreciation is provided for by using the straight-line method over the
following useful lives:

<TABLE>
<CAPTION>
YEARS
-----
<S> <C>
Furniture and equipment....................................... 5-10
Memorabilia................................................... 20
Leasehold improvements........................................ 5-26
</TABLE>

Expenditures for additions and improvements which extend the life of the
assets are capitalized. Expenditures for normal repairs and maintenance are
charged to expense as incurred. Transportation equipment is depreciated over 10
years less a 20% residual value. Depreciation of memorabilia commences when it
is placed in service upon its installation at a unit location.

Debt Issuance Costs

Costs related to the issuance of debt are capitalized and amortized to
interest expense using the effective interest method over the term of the
related debt.

Minority Interests

Minority interests represent third party capital contributions received by
the Company and the minorities' equity in the earnings or losses in the entities
which are majority owned by the Company.

Food, Beverage and Merchandise Revenues

Food, beverage and merchandise revenues are recognized as the products are
sold to customers.

Franchise and Royalty Revenues

Revenues from the sale of franchises are deferred until the Company
fulfills its obligations under the franchise agreement, which is generally upon
the opening of a franchise restaurant. The franchise agreements provide for
continuing royalty fees based on a percentage of gross receipts.

F-8
<PAGE> 67

PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Income Taxes

All the entities included in the consolidated financial statements of the
Company were treated as "pass-through" entities for federal income tax purposes
prior to fiscal 1995. The entities were not subject to federal income tax at the
Company level. Accordingly, federal income taxes have not been provided for in
the accompanying financial statements for fiscal 1993 and fiscal 1994. Foreign,
state and local income taxes were provided for only with respect to amounts that
were attributable to state or local jurisdictions which subjected the
pass-through entities to entity-level income taxes. Had the entities been
subject to taxation in fiscal 1993 and fiscal 1994, no provision for income
taxes would have been recorded due to losses incurred.

As a result of the Reorganization, the Company became a taxable corporation
effective January 1, 1995. Deferred taxes are provided for the tax effects of
the differences between the carrying value of assets and liabilities for tax and
financial reporting purposes. These differences relate primarily to differences
in depreciable lives and amortization periods for property and equipment and
preopening costs, deferred rentals, the timing of franchise revenue recognition
and certain accrued expenses. Deferred tax assets and liabilities represent the
future tax consequence of those differences.

No provision is made for United States income taxes applicable to
undistributed earnings of foreign subsidiaries and affiliates that are
indefinitely reinvested in the foreign operations.

Foreign Currency Translation

Assets and liabilities of foreign operations are translated into United
States dollars at the year-end rate of exchange. Revenue and expense accounts
are translated at the average rate of exchange. Resulting translation
adjustments are included in the caption "cumulative currency translation
adjustment" as a separate component of stockholders' equity. Gains and losses
from foreign currency transactions which are included in the consolidated
statements of operations were not material.

Stock-Based Compensation

The Company accounts for compensation cost related to employee stock
options and other forms of employee stock-based compensation plans in accordance
with the requirements of Accounting Principles Board Opinion 25 ("APB 25"). APB
25 requires compensation cost for stock-based compensation plans to be
recognized based on the difference, if any, between the fair market value of the
stock on the date of grant and the option exercise price. In October 1995, the
Financial Accounting Standards Board issued Statement of Financial Accounting
Standards No. 123, Accounting for Stock-Based Compensation ("SFAS 123"). SFAS
123 established a fair value-based method of accounting for compensation cost
related to stock options and other forms of stock-based compensation plans.
However, SFAS 123 allows an entity to continue to measure compensation costs
using the principles of APB 25 if certain pro forma disclosures are made. SFAS
123 is effective for fiscal years beginning after December 15, 1995. The Company
intends to adopt the provisions for pro forma disclosure requirements of SFAS
123 in fiscal 1996.

Earnings Per Share

Earnings per share is computed based on the weighted average number of
shares of common stock outstanding and dilutive common stock equivalents
outstanding during the period. Common stock equivalents consist of common stock
which may be issuable upon exercise of outstanding options and warrants using
the treasury stock method.

The weighted average number of shares outstanding has been adjusted to
reflect as outstanding for the entire period all common stock and common stock
equivalents issued during the fifty-two week period

F-9
<PAGE> 68

PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

preceding the anticipated initial public offering date of the Company's common
stock using the treasury stock method at the estimated price of common stock
pursuant to the offering.

Earnings per share have not been presented for fiscal 1993 or 1994 as the
predecessors in those periods were limited partnerships.

Leases

The Company has various noncancelable operating lease agreements, primarily
unit sites. Unit leases are established using a base amount and/or a percentage
of sales. Certain of these leases provide for escalating lease payments over the
terms of the leases. For financial statement purposes, the total amount of base
rentals over the terms of the leases is charged to expense on the straight-line
method over the lease terms. Rental expense in excess of lease payments is
recorded as a deferred rental liability.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

2. ACQUISITIONS AND DIVESTITURES

In August 1995, the Company entered into an agreement whereby the Company
purchased 57.9% of the outstanding shares of All Star Cafe, Inc. ("All Star")
for $567 from the Company's President, who is a stockholder of All Star, and the
All Star Cafe Trust (the "Trust"), a trust established for the benefit of the
President's children (collectively the "Sellers"). In connection with the
agreement, the Company agreed to provide All Star Cafe up to $30,000 for
development, construction and opening costs for the first three Official All
Star Cafe units. The Company may, at its discretion, loan funds for additional
units thereafter. Beginning in 1997, the Sellers have the option to purchase the
Company's shares in All Star if certain funding and targets set forth in the
agreement are not achieved. The Company has the option to purchase all the
remaining All Star shares held by the Sellers after 2001 and, if the Company
fails to exercise such option, then the Sellers have the option to purchase all
the shares of All Star then owned by the Company. Under the terms of the
agreement, the Company also is required to pay the Sellers 29% of All Star's
cumulative operating income, as defined. (See Note 16).

The acquisition of All Star has been accounted for using the purchase
method of accounting and the purchase price has been allocated to the assets
purchased and the liabilities assumed based on the fair values at the date of
acquisition. The excess of the purchase price over the fair value of the net
assets acquired was $1,343 and has been recorded as goodwill which is amortized
on a straight line basis over twenty years.

F-10
<PAGE> 69

PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

The results of operations for All Star after the acquisition date are
included in the 1995 consolidated statement of operations. The following
unaudited pro forma information has been prepared assuming that the acquisition
took place at the beginning of fiscal 1994. The unaudited pro forma financial
information does not purport to be indicative of the results of operations had
the transaction been effected on the assumed dates, nor to project results for
any future period:

<TABLE>
<CAPTION>
FISCAL FISCAL
1994 1995
-------- --------
<S> <C> <C>
Revenues............................................... $125,932 $270,606
Net income (loss)...................................... (10,659) 19,374
Earnings per common share.............................. $ .20
</TABLE>

In December 1994, the Company purchased the Planet Hollywood Cancun unit
from a former franchisee (see Note 4) for $5,600. The purchase was funded by a
$4,600 bank loan. In July 1995, the Cancun unit was sold to an affiliated
company, ECE, S.A. de C.V. ("ECE"), at net book value for $1,000 and assumption
of the related bank loan (see Notes 6 and 9).

During 1995, the Company sold minority interests in a limited partnership
that operates one of its units. The gain on the sale is included in the caption
"Gain on sale of subsidiary interests" in the accompanying financial statements.

In fiscal 1994 and 1995, the Company purchased minority interests in
several Planet Hollywood units for approximately $1,868 and $250, respectively.

3. PROPERTY AND EQUIPMENT

The components of property and equipment are as follows:

<TABLE>
<CAPTION>
JANUARY 1, DECEMBER 31,
1995 1995
---------- ------------
<S> <C> <C>
Leasehold improvements............................... $ 63,132 $118,837
Furniture and equipment.............................. 18,272 32,152
Memorabilia.......................................... 8,465 15,089
Transportation equipment............................. 15,300 7,800
Construction in progress............................. 4,911 9,774
-------- --------
110,080 183,652
Less -- accumulated depreciation..................... (6,552) (13,655)
-------- --------
$ 103,528 $169,997
======== ========
</TABLE>

During fiscal 1995, the Company sold certain transportation equipment. No
gain or loss was recognized upon the sale. The related debt was repaid with the
proceeds of the sale.

4. INVESTMENT IN UNCONSOLIDATED AFFILIATES

The Company's investments in affiliated companies which are not majority
owned or controlled are accounted for using the equity method. These affiliated
companies and the percentage interest held by PHII consist of PH Asia (50%), ECE
(20%) and, in fiscal 1993, the Planet Hollywood London unit, Planet Hollywood
(Trocadero) L.C. ("PH London") (47.5%). Effective January 1994, the Company
increased its equity interest in PH London to over 50%. As a result, the
accounts of PH London were consolidated in the Company's financial statements
for fiscal 1994 and 1995. During fiscal 1993, the Company recognized $2,316 in
management fees from PH London.

F-11
<PAGE> 70

PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Effective July 1995, the Company acquired a 20% equity interest in ECE for
$5,000. ECE, a Mexican company, operates themed restaurant/retail units in
Mexico (see Notes 2 and 9). At December 31, 1995, the Company's share of the
underlying net assets of ECE exceeded the investment by $2,900. The excess is
being amortized over 20 years.

Condensed financial information for affiliated companies accounted for by
the equity method is as follows:

<TABLE>
<CAPTION>
JANUARY 1, DECEMBER 31,
1995 1995
---------- ------------
<S> <C> <C>
BALANCE SHEET DATA:
Current assets............................................ $ 5,835 $ 13,095
Non-current assets........................................ 13,504 36,980
------- -------
Total assets...................................... $ 19,339 $ 50,075
======= =======
Current liabilities....................................... $ 6,853 $ 12,051
Other liabilities......................................... 14,629 27,125
Stockholders' equity (deficit)............................ (2,143) 10,899
------- -------
Total liabilities and stockholders' equity........ $ 19,339 $ 50,075
======= =======
</TABLE>

<TABLE>
<CAPTION>
FISCAL FISCAL FISCAL
1993 1994 1995
------- ---------- ------------
<S> <C> <C> <C>
OPERATING DATA:
Revenues......................................... $16,488 $ 8,241 $ 32,101
Operating income (loss).......................... 2,034 (547) 8,951
Net income (loss)................................ (417) (1,521) 2,731
Company's interest in net income (loss).......... (198) -- 848
</TABLE>

The Company's share of undistributed earnings of unconsolidated affiliates
included in retained earnings was $848 at December 31, 1995.

5. ACCRUED EXPENSES

Accrued expenses are summarized as follows:

<TABLE>
<CAPTION>
JANUARY 1, DECEMBER 31,
1995 1995
---------- ------------
<S> <C> <C>
Accrued interest........................................... $1,550 $ 3,934
Accrued taxes.............................................. 2,050 3,740
Accrued payroll and related benefits....................... 2,133 3,205
Other...................................................... 3,354 2,908
------ -------
$9,087 $ 13,787
====== =======
</TABLE>

F-12
<PAGE> 71

PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

6. NOTES PAYABLE

Notes payable are summarized as follows:

<TABLE>
<CAPTION>
DECEMBER
JANUARY 1, 31,
1995 1995
---------- -----------
<S> <C> <C>
$60,000 10% Senior subordinated notes due 2000(1)..... $ -- $46,250
Bank note due 2000(2)................................. -- 5,271
10.9% Note due 1999(3)................................ 5,500 --
7.85% Note due 1998(4)................................ 7,407 --
13.41% Bank loan(5)................................... 4,600 --
Other notes payable................................... 1,913 1,182
------- -------
19,420 52,703
Less current portion.................................. (2,962) (708)
------- -------
$ 16,458 $51,995
======= =======
</TABLE>

- ---------------
(1) Net of unamortized discount of $13,750 at December 31, 1995.
(2) Monthly principal payments of $40 plus interest at prime plus 0.25% (8.75%
at December 31, 1995), balloon of $2,800 due at maturity, secured by
transportation equipment.
(3) Note retired upon sale of related transportation equipment.
(4) Refinanced with bank note due 2000.
(5) Note assumed by the purchaser of Cancun, Mexico unit.

In August 1995, the Company issued $60,000 10% Senior Subordinated Notes
(the "Subordinated Notes") due 2000 with warrants to purchase Class A common
stock (see Note 8). The Subordinated Notes are carried on the December 31, 1995
balance sheet at $46,250. The discount is amortized over the term of the
Subordinated Notes. Interest is due semi-annually, in arrears, on each June 30
and December 31. The indenture relating to the Subordinated Notes contains
various covenants, including limitations on additional debt funding, dividend
restrictions, the maintenance of certain net worth levels, and debt to
capitalization and interest coverage ratios.

During fiscal 1993, 1994 and 1995, approximately $8, $1,346 and $4,956,
respectively, was charged to interest expense and approximately $115 in fiscal
1995 of interest was capitalized to leasehold improvements. Aggregate principal
amounts maturing in each of the five fiscal years subsequent to fiscal 1995 and
thereafter are summarized as follows:

<TABLE>
<CAPTION>
FISCAL
-----------------------------------------------------------
<S> <C>
1996....................................................... $ 708
1997....................................................... 720
1998....................................................... 733
1999....................................................... 660
2000....................................................... 63,107
Thereafter................................................. 525
</TABLE>

7. NOTES PAYABLE TO STOCKHOLDERS

Notes payable to stockholders (former PHL general partners) totaling $5,100
and $4,500 at January 1, 1995 and December 31, 1995, respectively, bear interest
at the prime rate (8.5% at December 31, 1995), are due on demand with interest
payable in quarterly installments, and are subordinated to the PHIL notes.
Accrued interest payable at January 1, 1995 and December 31, 1995 was $93 and
$98, respectively.

F-13
<PAGE> 72

PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

During 1993, a stockholder (a former PHL limited partner) agreed to provide
$45,000 to the Company in construction loans. The Company received $15,000 in
September 1993, January 1994 and May 1994 and issued three $15,000 10% notes
payable to PHIL, secured by the Company's assets, with interest payable
quarterly. Each note matures five years from its funding date and provides for
an option to extend repayment of up to 50% of the principal balance for an
additional two years.

In August 1994, the Company entered into a 10% $1,250 promissory note
agreement with PHIL secured by the Company's assets. Interest is payable
quarterly and the principal balance is payable on demand at any time after
February 1997.

In September 1994, the Company issued a $20,000 10% promissory note payable
to PHIL, secured by the Company's assets, due December 1996. Interest is payable
quarterly. Accrued interest payable to PHIL related to the aforementioned notes
is $1,369 and $1,656 at January 1, 1995 and December 31, 1995, respectively.

During fiscal 1995, the principal stockholders or their affiliates advanced
or guaranteed various loans and credit facilities to the Company totaling
$21,600 at an effective interest rate of 20%. These borrowings and accrued
interest were repaid with proceeds of the Subordinated Notes.

During fiscal 1993, 1994 and 1995, approximately $689, $4,300 and $7,705,
respectively, was charged to interest expense and approximately $454, $1,000 and
$719, respectively, of interest was capitalized to leasehold improvements.
Aggregate principal amounts maturing in each of the five fiscal years subsequent
to fiscal 1995 are summarized as follows:

<TABLE>
<CAPTION>
FISCAL
-----------------------------------------------------------
<S> <C>
1996....................................................... $ --
1997....................................................... 21,250
1998....................................................... 7,500
1999....................................................... 15,000
2000....................................................... 7,500
Thereafter................................................. 19,500
</TABLE>

8. STOCKHOLDERS' EQUITY AND REDEEMABLE WARRANTS

Stockholders' Equity

Since inception, the Company has entered into agreements with various
celebrities and entertainment industry executives whereby they were granted
nonforfeitable property rights to participate in the Company's ownership (the
"Participation Interests"). The Participation Interests were subject to certain
transferability restrictions but, at the election of the recipients, the
Participation Interests were exchangeable for ownership rights in the Company.
During fiscal 1993 and 1994, Participation Interests totaling approximately .7%
and .1% of the Company's stockholders' equity were issued. The estimated fair
value of the Participation Interests totaling $200 and $50, respectively, was
charged to expense. In connection with the Reorganization, all Participation
Interests issued since inception (totaling 16% of the Company's aggregate equity
ownership) were contributed to PHII in exchange for 12,783,333 shares of Class A
common stock. The Class A common stock exchanged for the Participation Interests
contain restrictions as to transferability of the shares.

On January 1, 1995, the Company issued 1,333,333 shares of Class A common
stock to certain employees, including 466,666 shares issued under a
participation agreement with an employee dated January 1, 1994. The shares are
restricted and cannot be transferred or sold unless the Company waives its right
of first refusal to purchase any shares. The shares are subject to forfeiture by
the employee in the event the employee is no longer employed by the Company. The
forfeiture restriction lapses generally over a five

F-14
<PAGE> 73

PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

year period. The shares were valued at their estimated market value totaling
$1,100. Compensation expense is recognized over the vesting period. Deferred
compensation expense has been reflected as a reduction of stockholders' equity.

Redeemable Warrants

In connection with the issuance of the Subordinated Notes in fiscal 1995,
the Company issued warrants to purchase up to 5,112,765 shares of common stock
at an exercise price of $0.01 per share. The proceeds of the offering were
allocated between the Subordinated Notes and warrants based upon their fair
values at the date of issuance. The number of shares which may be purchased upon
exercise of the warrants may be increased or decreased by up to 50% based upon
the total rate of return to the holders upon repayment of the Subordinated
Notes, including the fair value of the warrants at the date they become
exercisable or are deemed exercised. The warrants are exercisable upon the
maturity of the Subordinated Notes in 2000 or upon the occurrence of certain
triggering events, as described in the agreement, including repayment of the
Subordinated Notes.

If the warrants are not exercised by September 2000, the warrant holders
may require the Company to repurchase the warrants at their fair market value if
the Company's shares are not registered under the Securities Exchange Act of
1934 at that date. Additionally, the warrant holders may require the Company to
repurchase the warrants at their fair market value upon the occurrence of a
change of control of the Company, as defined in the agreement, prior to the
termination date of the warrants in September 2000. (See Note 16.)

Stock Options and Awards

During 1995, the Board of Directors adopted the 1995 Stock Option Award and
Incentive Plan ("1995 Stock Plan"). The 1995 Stock Plan calls for up to
4,000,000 shares of Class A common stock to be available for issuance upon the
exercise of options and stock appreciation rights. Under the 1995 Stock Plan,
options and/or stock appreciation rights may be granted to officers and
employees of the Company, and certain of the Company's independent contractors
to purchase Class A common stock. During 1995, options to purchase 1,130,733
shares of Class A common stock were granted under the 1995 Stock Plan at the
estimated fair market value at the date of grant. These options vest and are
exercisable over a period of four years and expire five years from the date of
grant.

During 1995, the Board of Directors adopted the 1995 Celebrity Stock Option
Award and Incentive Plan ("1995 Celebrity Plan"). The 1995 Celebrity Plan calls
for up to 2,666,666 shares of the Class A common stock to be available for
issuance upon the exercise of options and stock appreciation rights. Under the
1995 Celebrity Plan, options and/or stock appreciation rights may be granted to
celebrities to purchase Class A common stock. During 1995, options to purchase
2,250,000 shares of Class A common stock were granted under the 1995 Celebrity
Plan at the estimated fair market value at the date of grant. These options vest
and are exercisable over a period of four years and expire five years from the
date of grant. In fiscal 1995 $140 was charged to expense relating to the
grants.

Stock Options

<TABLE>
<CAPTION>
NUMBER OF SHARES
-----------------------------
STOCK PLAN CELEBRITY PLAN
---------- --------------
<S> <C> <C>
Granted during 1995 ($7.88 per share)....................... 1,130,733 2,250,000
Cancelled................................................... -- --
Outstanding at December 31, 1995, ($7.88 per share)......... 1,130,733 2,250,000
Exercisable at December 31, 1995, ($7.88 per share)......... -- --
Available for grant at December 31, 1995.................... 2,869,267 416,667
</TABLE>

F-15
<PAGE> 74

PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

9. FRANCHISE REVENUES

In December 1992, the Company entered into an agreement with PH Asia, an
entity controlled by the majority stockholder of PHIL's stockholder, whereby PH
Asia was granted the right to license the Planet Hollywood name and rights
within a number of countries, primarily in the Pacific Rim. The agreement
provided that PH Asia will pay continuing royalty fees. In connection with the
Reorganization, the obligation to pay royalty fees was cancelled.

In 1993, the Company terminated the franchise agreement for the Planet
Hollywood Cancun location and two additional undeveloped Mexican sites for
non-payment of fees. The Company commenced legal proceedings to prohibit the use
of the Company's trademarks. The Company received an injunction against the
defendants who filed an appeal and posted a $1,000 surety bond. During 1994, the
Company was awarded $2,600 in damages by an arbitration panel. In December 1994,
the Company acquired the assets of the Cancun location for $5,600 with a note
payable of $4,600 and the proceeds from the $1,000 surety bond. The Company
recognized the $1,000 received from the arbitration award as royalty revenues in
1994. The Cancun location was sold to ECE in June 1995 (see Note 2).

During 1995, the Company entered into a franchise agreement with ECE, an
affiliated company (see Note 4), which allows ECE to develop and operate up to
five Planet Hollywood units and up to ten Official All Star Cafe units in
Mexico. Upon Company approval, ECE may open an additional five Planet Hollywood
units. ECE will pay continuing royalty fees as defined in the agreement.

In December 1995, the Company terminated a site franchise agreement of an
existing franchisee and purchased the franchise rights to four undeveloped
locations. The Company assumed certain liabilities and lease obligations
relating to the four undeveloped locations. In consideration for the franchise
rights, the Company will pay the seller an amount equal to a multiple of each
unit's first year profits less the costs to develop and open the site, as
defined. The former franchisee forfeited the nonrefundable initial franchise
fees of $2,000 each for the four sites. These unearned franchise fees are
included in deferred credits and any consideration paid for the four sites will
be offset against each site's related unearned franchise fee.

10. INCOME TAXES

As a result of the Reorganization, the Company became a taxable corporation
on January 1, 1995. Accordingly, deferred income taxes were recorded to reflect
the tax effects of temporary differences between the carrying amount of assets
and liabilities for financial reporting purposes and the amounts for income tax
purposes for January 1, 1995 and December 31, 1995.

The sources of income before income taxes are as follows:

<TABLE>
<CAPTION>
FISCAL
1995
-------
<S> <C>
United States...................................................... $18,977
Foreign............................................................ 2,625
-------
Income before taxes................................................ $21,602
=======
</TABLE>

F-16
<PAGE> 75

PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

The income tax provision (benefit) consists of the following:

<TABLE>
<CAPTION>
FISCAL
1995
-------
<S> <C>
Current:
Federal.......................................................... $ 5,949
State and local.................................................. 1,857
Foreign.......................................................... 1,592
-------
9,398
-------
Deferred:
Federal.......................................................... (7,586)
State and local.................................................. (937)
-------
(8,523)
-------
$ 875
=======
</TABLE>

Temporary differences and carryforwards which give rise to deferred tax
assets and liabilities are as follows:

JANUARY 1, DECEMBER 31,
1995 1995
------- ------------
<S> <C> <C>
Deferred tax assets:
Preopening costs.................................... $ 4,115 $ 7,081
Other current assets................................ 477 45
Deferred credits.................................... 4,560 6,779
Accrued expenses.................................... 788 701
Deferred rental expense............................. 621 2,308
Deferred compensation............................... -- 56
Net operating loss carryforward..................... 334 925
Tax credits carryforward............................ -- 201
Other............................................... 41 73
------- ------------
10,936 18,169
------- ------------
Deferred tax liabilities:
Depreciation and amortization....................... (2,458) (7,113)
Deferred compensation............................... -- (305)
Other............................................... -- (45)
------- ------------
(2,458) (7,463)
------- ------------
Net deferred tax assets before valuation allowance.... 8,478 10,706
Valuation allowance................................... (8,478) --
------- ------------
Net deferred tax asset................................ $ -- $ 10,706
======= ============
</TABLE>

The valuation allowance for the deferred tax asset as of January 1, 1995
was $8,478. The allowance was decreased in fiscal 1995 due to the taxable income
generated by the Company in fiscal 1995 and the expectation of sufficient
taxable income in the future to utilize the deductible temporary differences and
carryforwards.

F-17
<PAGE> 76

PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Reconciliation of the federal statutory tax rate to the Company's effective
tax rate is as follows:

<TABLE>
<CAPTION>
FISCAL
1995
------
<S> <C>
Federal statutory tax rate................................... 35.0%
Nondeductible expenses....................................... 2.2
Tax benefit of foreign operations............................ (1.3)
State and local income taxes, net of federal tax benefit..... 5.7
Utilization of tax loss carryforward......................... (1.4)
Tax credits.................................................. (2.4)
Valuation allowance.......................................... (35.4)
Other........................................................ 1.7
----
Effective tax rate........................................... 4.1%
====
</TABLE>

As of December 31, 1995, the Company has federal net operating loss
carryforwards of $2,300 which expire in 2010 and a foreign tax credit
carryforward of $200 which expires in 2000.

Provision has not been made for U.S. or foreign taxes on the undistributed
earnings of foreign affiliates, as those earnings are considered to be
permanently invested. It is not practicable to estimate the amount of the tax on
such earnings. Such earnings would become taxable upon the sale or liquidation
of the investment in these foreign affiliates or upon the remittance of
dividends. Upon remittance, certain foreign countries impose withholding taxes
that are then available, subject to certain limitations, for use as credits
against the Company's U.S. tax liability.

11. COMMITMENTS AND CONTINGENCIES

Leases

Future minimum lease payments under the terms of operating lease agreements
at December 31, 1995 are as follows:

<TABLE>
<S> <C>
1996...................................................... $ 18,250
1997...................................................... 23,603
1998...................................................... 23,458
1999...................................................... 23,594
2000...................................................... 23,892
Thereafter................................................ 467,652
</TABLE>

Rent expense approximated $2,900, $9,000 and $23,900 for fiscal 1993, 1994
and 1995, respectively. Included in fiscal 1993, 1994 and 1995 rent expense is
approximately $239, $1,600 and $7,300 respectively, of contingent rental
payments.

Credit Facility

In December 1995, the Company obtained a commitment for a $50,000 two-year
revolving credit facility issued by a consortium of banks. The Company may draw
on the credit facility once it has achieved total stockholders' equity in excess
of $185,000. The agreement contains various covenants which will require the
maintenance of specified debt to equity and interest coverage ratios.

F-18
<PAGE> 77

PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Other

In connection with the construction and development of future restaurants,
the Company has entered into various construction contracts. As of December 31,
1995, these outstanding contract commitments total approximately $4,268.

The Company has an unsecured line of credit of $5,000 available for general
purposes and to fund letters of credit. There was no outstanding balance under
the line of credit at December 31, 1995. Additionally, the Company had no
amounts outstanding under letter of credit agreements.

Advertising expense for fiscal 1993, 1994 and 1995 totaled $147, $491 and
$2,103, respectively.

Litigation

In 1995, the Company settled certain lawsuits which in the aggregate cost
$1,500, net of insurance recoveries.

The Company is a defendant in certain lawsuits for which counsel has been
retained. In the opinion of management, the ultimate outcome of these matters
will not have a material adverse effect upon the financial condition or results
of operations of the Company.

12. RELATED PARTY TRANSACTIONS

In December 1994, the Company transferred ownership of an aircraft to a
company owned by two of the Company's stockholders. The transportation equipment
was leased to the Company on a month-to-month basis, and the debt assumed by the
stockholders was guaranteed by the Company. The results of operations for this
company are included in the Company's consolidated results until June 1995, when
the Company repurchased the aircraft at its book value. No gain or loss was
recognized on the transactions.

Certain of the Company's officers and employees are employed by a service
company owned by the Company's president and stockholder. The service company's
expenses are allocated to the Company and other entities based upon the
employees' time spent on each entity. During fiscal 1993, 1994 and 1995, the
Company was allocated $24, $502, and $946, respectively.

During 1995, a company that is controlled by a director and stockholder of
the Company and is an affiliate of PHIL, deposited $2,000 with the Company for
the franchise rights to develop one Planet Hollywood unit in the Philippines.
The terms of the franchise agreement have not been finalized.

F-19
<PAGE> 78

PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

13. OTHER FINANCIAL DATA

Geographic Segment Data

Condensed financial information, summarized by geographic area, is as
follows:

<TABLE>
<CAPTION>
UNITED OTHER
STATES EUROPE AREAS(1) CORPORATE(2) TOTAL
-------- ------- -------- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
Revenues....................... 1995 $228,833 $34,868 $6,905 $ -- $270,606
1994 103,570 22,362 -- -- 125,932
1993 30,677 -- -- -- 30,677
Operating Income (Loss)........ 1995 27,828 5,556 1,716 848 35,948
1994 (8,465) 3,568 (18) -- (4,915)
1993 (5,427) -- -- (197) (5,624)
Identifiable Assets............ 1995 185,058 33,366 654 21,107 240,185
1994 119,225 10,433 6,567 8,698 144,923
1993 64,913 -- -- 15,270 80,183
</TABLE>

- ---------------
(1) Primarily Mexico and Israel

(2) Corporate assets include cash and cash equivalents and investment in
unconsolidated affiliates. Corporate operating income includes equity in
earnings (loss) in unconsolidated affiliates.

Direct Revenues and Cost of Sales

Direct revenues and cost of sales are summarized as follows:

<TABLE>
<CAPTION>
FISCAL FISCAL FISCAL
1993 1994 1995
------- -------- --------
<S> <C> <C> <C>
Direct revenues:
Food and beverage................................. $18,311 $ 78,377 $160,997
Merchandise....................................... 9,185 41,826 104,051
------ ------- -------
$27,496 $120,203 $265,048
====== ======= =======
Cost of sales:
Food and beverage................................. $ 4,372 $ 19,891 $ 38,537
Merchandise....................................... 3,590 15,401 37,925
------ ------- -------
$ 7,962 $ 35,292 $ 76,462
====== ======= =======
</TABLE>

F-20
<PAGE> 79

PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

14. SUPPLEMENTAL CASH FLOW INFORMATION

<TABLE>
<CAPTION>
FISCAL FISCAL FISCAL
1993 1994 1995
------ ------ ------
<S> <C> <C> <C>
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING
AND INVESTING ACTIVITIES:
Issuance of note payable for redemption of minority
interest................................................. $ -- $1,531 $ --
Additions to property and equipment, construction in process
and other assets included in accounts payable and accrued
expenses................................................. 2,031 5,054 3,821
Sale of franchise in exchange for equity interest in
unconsolidated affiliate................................. -- -- 661
Transfer of deposit to minority interest contributions...... -- 200 500
Transfer of deposit to notes payable to stockholders........ -- 1,250 --
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest, net of amount
capitalized.............................................. 228 2,234 7,605
Cash paid for income taxes.................................. -- -- 7,518
</TABLE>

15. FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of cash, cash equivalents, accounts receivable,
accounts payable and accrued expenses approximate fair value due to the short
maturity of those instruments. The Company believes the December 31, 1995
carrying value of the Subordinated Notes and the bank note due 2000 approximates
fair value as these instruments were issued during fiscal 1995 and the estimated
fair value of the redeemable warrants was $30,000. The estimated fair value of
the 10% stockholder notes payable with a carrying value of $45,000 was
approximately $42,000 based upon current rates for similar debt as provided to
the Company by a commercial bank. The Company believes the carrying value of the
other stockholder notes totaling $25,750 approximates their estimated fair
value.

16. SUBSEQUENT EVENTS

In February 1996, the Company entered into agreements to acquire the
remaining minority interests in All Star and substantially all the minority
interests in PH London. Under the terms of the All Star agreement, in April 1996
the Company issued Class B non-voting stock in exchange for all such minority
interests in All Star. Due to the high degree of common control between the
Company and All Star and the lack of an exchange of monetary consideration, the
acquisition was treated as a reorganization of entities under common control.
Accordingly, the bases of All Star's assets and liabilities will be carried at
historical cost.

Under the terms of the agreement for the acquisition of the minority
interests of PH London, in April 1996 the Company issued Class A common stock
with an aggregate value of approximately $15,000 in exchange for substantially
all such minority interests. The acquisition was accounted for as a purchase.
Additionally, the Company exchanged shares of Class A Common Stock with an
estimated value of $1,285 for the remaining minority interests in PH London.

In April 1996, the Company completed a public offering in which 11,618,233
shares of Class A Common Stock were issued. The offering provided net proceeds
of approximately $193,000 to the Company.

In May 1996, the Company exchanged shares of Class A Common Stock with an
estimated value of $12,364 for the minority interests in the Company's
subsidiaries that operate the Planet Hollywood units in Maui and Washington and
$6,528 for the minority interests in the Company's subsidiary that operates the
Planet Hollywood unit in New York. The acquisitions were accounted for as
purchases.

F-21
<PAGE> 80

PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

The following unaudited pro forma information has been prepared assuming
that the acquisitions took place at the beginning of fiscal 1995. The unaudited
pro forma financial information does not purport to be indicative of the results
of operations had the transactions been effected at the beginning of fiscal
1995, nor to project results for any future period:

<TABLE>
<S> <C>
Revenues.................................................. $ 270,606
Net income................................................ 20,476
Net income per share...................................... .20
Weighted average shares................................... 100,365
</TABLE>

On February 8, 1996, the Subordinated Note holders agreed to cancel the
redemption feature of the redeemable warrants upon the closing of the Company's
offering of common stock to the public.

In April 1996, the repayment dates of certain notes payable to stockholders
due $10,000 on December 31, 1996 and $1,250 on March 1, 1997 were extended to
April 7, 1997.

The financial statements reflect a four-for-three stock split and
reclassification of the Company's two existing classes of common stock into new
Class A common stock with 250,000,000 shares authorized and the creation of a
new Class B non-voting common stock, which transactions occurred in connection
with the Company's initial public offering. All share and per share data have
been restated to reflect the stock split and reclassification.

F-22
<PAGE> 81

REPORT OF INDEPENDENT ACCOUNTANTS

------------------------

To the Board of Directors and Stockholders of All Star Cafe, Inc.

In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, of cash flows and of changes in
stockholders' deficit present fairly, in all material respects, the financial
position of All Star Cafe, Inc. (a development stage company) and its
subsidiaries at December 31, 1994 and August 21, 1995, and the results of their
operations and their cash flows for the period from August 3, 1993 (inception)
to December 31, 1993, the year ended December 31, 1994, the period from January
1, 1995 to August 21, 1995, and the period from August 3, 1993 (inception) to
August 21, 1995, in conformity with generally accepted accounting principles.
These financial statements are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.

PRICE WATERHOUSE LLP
Orlando, Florida
February 8, 1996

F-23
<PAGE> 82

ALL STAR CAFE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(000'S OMITTED EXCEPT SHARE INFORMATION)
(A COMPANY IN THE DEVELOPMENT STAGE)

<TABLE>
<CAPTION>
DECEMBER 31, AUGUST 21,
1994 1995
------------ ----------
<S> <C> <C>
ASSETS
Current assets:
Cash............................................................... $ 3 $ --
Amounts due from related parties (Note 8).......................... 21 2
------------ ----------
Total current assets....................................... 24 2
Property and equipment, net (Note 2)................................. 594 3,795
Other assets, net.................................................... 58 530
------------ ----------
Total assets............................................... $ 676 $ 4,327
========== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable................................................... $ 388 $ 3,192
Amounts due to related parties (Note 8)............................ 51 288
Advances payable to stockholders (Note 3).......................... 1,570 3,456
------------ ----------
Total current liabilities.................................. 2,009 6,936
------------ ----------
Commitments and contingencies (Note 5)............................... -- --
Stockholders' deficit (Note 4)
Common stock -- $.01 par value; 1,000,000 shares authorized;
100,000 shares and 566,856 shares issued and outstanding,
respectively.................................................... 1 6
Capital in excess of par value..................................... 99 1,036
Deficit accumulated during the development stage................... (1,433) (3,651)
------------ ----------
Total stockholders' deficit................................ (1,333) (2,609)
------------ ----------
Total liabilities and stockholders' deficit................ $ 676 $ 4,327
========== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-24
<PAGE> 83

ALL STAR CAFE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(000'S OMITTED)
(A COMPANY IN THE DEVELOPMENT STAGE)

<TABLE>
<CAPTION>
TOTAL
INCEPTION FROM INCEPTION
AUGUST 3, 1993 YEAR ENDED PERIOD ENDED AUGUST 3, 1993
THROUGH DECEMBER 31, AUGUST 21, THROUGH
DECEMBER 31, 1993 1994 1995 AUGUST 21, 1995
----------------- ------------ ------------ ---------------
<S> <C> <C> <C> <C>
COSTS AND EXPENSES
General and administrative....... $ 42 $ 1,354 $ 2,132 $ 3,528
Depreciation and amortization.... -- 1 5 6
---- ------- ------- -------
42 1,355 2,137 3,534
---- ------- ------- -------
LOSS FROM OPERATIONS............... (42) (1,355) (2,137) (3,534)
NON-OPERATING EXPENSE
Interest expense (Note 3)........ -- 36 81 117
---- ------- ------- -------
LOSS BEFORE PROVISION FOR INCOME
TAXES............................ (42) (1,391) (2,218) (3,651)
PROVISION FOR INCOME TAXES (NOTE
6)............................... -- -- -- --
---- ------- ------- -------
NET LOSS DURING THE DEVELOPMENT
PERIOD........................... $ (42) $ (1,391) $ (2,218) $(3,651)
==== ======= ======= =======
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-25
<PAGE> 84

ALL STAR CAFE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
(000'S OMITTED, EXCEPT SHARE INFORMATION)
FROM INCEPTION (AUGUST 3, 1993) TO AUGUST 21, 1995
(A COMPANY IN THE DEVELOPMENT STAGE)

<TABLE>
<CAPTION>
CAPITAL
COMMON STOCK IN EXCESS TOTAL
------------------ OF PAR ACCUMULATED STOCKHOLDERS'
SHARES AMOUNT VALUE DEFICIT DEFICIT
------- ------ --------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Issuance of Common Stock............. 250 $ -- $ 1 $ -- $ 1
Net loss for the period August 3,
1993 through December 31, 1993..... (42) (42)
------- --- ---- ------- -------
Balance at December 31, 1993......... 250 -- 1 (42) (41)
Issuance of Common Stock............. 99,750 1 98 99
Net loss for the period January 1,
1994 through December 31, 1994..... (1,391) (1,391)
------- --- ---- ------- -------
Balance at December 31, 1994......... 100,000 1 99 (1,433) (1,333)
Issuance of Common Stock............. 466,856 5 462 467
Celebrity Stock Options (Note 4)..... 475 475
Net loss for the period January 1,
1995 through August 21, 1995....... (2,218) (2,218)
------- --- ---- ------- -------
Balance at August 21, 1995........... 566,856 $ 6 $ 1,036 $(3,651) $(2,609)
======= === ==== ======= =======
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-26
<PAGE> 85

ALL STAR CAFE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(000'S OMITTED)
(A COMPANY IN THE DEVELOPMENT STAGE)

<TABLE>
<CAPTION>
INCEPTION TOTAL
AUGUST 3, 1993 YEAR ENDED PERIOD ENDED FROM INCEPTION
DECEMBER 31, DECEMBER 31, AUGUST 21, AUGUST 3, 1993
1993 1994 1995 TO AUGUST 21, 1995
-------------- ------------ ------------ ------------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss during the development
stage.......................... $(42) $ (1,391) $ (2,218) $ (3,651)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Depreciation and
amortization................. -- 1 5 6
Interest expense on advances
from stockholders............ -- 36 100 136
Celebrity option expense....... -- -- 475 475
Changes in assets and
liabilities:
Amounts due from related
parties................... -- (20) 19 (1)
Other assets................. -- (57) (473) (530)
Accounts payable............. 287 350 637
Amounts due to related
parties................... 42 9 237 288
---- ------- ------- -------
Net cash used in operating
activities................ -- (1,135) (1,505) (2,640)
---- ------- ------- -------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Additions to property and
equipment...................... -- (495) (751) (1,246)
---- ------- ------- -------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance of stock... -- 99 467 566
Proceeds from advances from
stockholders................... -- 1,534 3,786 5,320
Repayment of advances from
stockholders................... -- -- (2,000) (2,000)
---- ------- ------- -------
Net cash provided by
financing activities...... -- 1,633 2,253 3,886
---- ------- ------- -------
NET INCREASE (DECREASE) IN CASH..... -- 3 (3) --
CASH AT BEGINNING OF PERIOD......... -- -- 3 --
---- ------- ------- -------
CASH AT END OF PERIOD............... $ -- $ 3 $ -- $ --
==== ======= ======= =======
SUPPLEMENTAL CASH FLOW INFORMATION:
Disclosure of noncash financing
and investing activities:
Additions to property and
equipment, construction in
process and other assets
included in accounts
payable...................... $ -- $ 100 $ 2,454
---- ------- -------
Receivable for the issuance of
common stock................. 1 -- --
---- ------- -------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-27
<PAGE> 86

ALL STAR CAFE, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
(A COMPANY IN THE DEVELOPMENT STAGE)

1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements include the accounts of All Star
Cafe, Inc. and its wholly owned subsidiaries (collectively, "All Star"). All
material intercompany transactions and accounts have been eliminated in
consolidation.

These financial statements present the results of operations of the Company
through August 21, 1995, immediately preceding the purchase of 57.9% of All Star
by Planet Hollywood International, Inc. ("PHII") (See Note 7).

Description of Business

All Star was incorporated on August 3, 1993. Since inception, All Star's
efforts have been devoted to the creation and development of consumer brand
names and trademarks for worldwide promotion, initially through the development
and operation of sports-oriented theme restaurants and their associated
merchandise sales. As of August 21, 1995, All Star had not commenced revenue
producing operations. Accordingly, through the date of these statements, All
Star is considered to be in the development stage and the accompanying financial
statements represent those of a development stage enterprise.

All Star conducts business under the Official All Star Cafe trade name.

Preopening Costs

All Star capitalizes costs relating to the opening of new units and
amortizes such costs over the 12 months following the opening date. As of August
21, 1995, $94 has been capitalized and included in other assets.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation.
Depreciation is provided for by using the straight-line method over the
following useful lives:

<TABLE>
<CAPTION>
YEARS
------
<S> <C>
Furniture and equipment...................................... 5 - 10
Memorabilia.................................................. 20
Leasehold improvements....................................... 2
</TABLE>

Expenditures for additions and improvements which extend the life of the
assets are capitalized. Expenditures for normal repairs and maintenance are
charged to expense as incurred. Depreciation of memorabilia will commence when
it is placed in service upon its installation at a unit location. Interest is
capitalized to restaurant leasehold improvements during the construction period.

Income Taxes

All the entities included in the consolidated financial statements of All
Star were treated as "pass-through" entities for federal income tax purposes
prior to April 19, 1995. The entities were not subject to federal income tax at
the Company level. Accordingly, federal income taxes have not been provided for
in the accompanying financial statements for the years ended December 31, 1993
and 1994. Had the entities been subject to taxation in the years ended December
31, 1993 and 1994, no provision for income taxes would have been recorded due to
losses incurred.

F-28
<PAGE> 87

ALL STAR CAFE, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

As a result of the acquisition of shares of All Star by the All Star Cafe
Trust, All Star became a taxable corporation effective April 19, 1995. Deferred
taxes are provided for the tax effects of the differences between the carrying
value of assets and liabilities for tax and financial reporting purposes. These
differences relate primarily to differences in depreciable lives and
amortization periods for property and equipment and preopening costs. Deferred
tax assets and liabilities represent the future tax consequence of those
differences. A valuation allowance is established to the extent necessary, if it
is more likely than not that the deferred tax assets will not be realized.

2. PROPERTY AND EQUIPMENT

The components of property and equipment are as follows:

<TABLE>
<CAPTION>
DECEMBER 31, AUGUST 21,
1994 1995
------------ ----------
<S> <C> <C>
Leasehold improvements............................... $ 2 $ 2
Furniture and equipment.............................. 10 63
Memorabilia.......................................... 242 243
Construction in progress............................. 341 3,493
---- ------
595 3,801
Less -- accumulated depreciation..................... (1) (6)
---- ------
$594 $3,795
==== ======
</TABLE>

3. ADVANCES PAYABLE TO STOCKHOLDERS

Advances payable to stockholders totaling $1,570 and $3,456 at December 31,
1994 and August 21, 1995, respectively, bear interest at 6% and are due on
demand. Accrued interest payable at December 31, 1994 and August 21, 1995 was
$36 and $136, respectively, and is included in these amounts. Interest related
to these advances totaling $23 at August 21, 1995 was capitalized to
construction in progress.

4. CELEBRITY AGREEMENTS

All Star has entered into agreements with certain sports celebrities
relating to endorsement activities for All Star. Under these endorsement
agreements, each sports celebrity granted All Star the Company the right to a
non-exclusive use of his or her name, likeness, background and selective career
memorabilia in connection with the advertising, promotion and operation of All
Star's units. These agreements require the celebrity's presence at grand
openings of new Official All Star Cafe units as well as occasional visits to
existing units.

Under the terms of the agreements, the celebrities are entitled to receive
a percentage of All Star's cash flow, as defined. The agreements provide for an
annual minimum guaranteed compensation amount. Total celebrity compensation
expense during the year ended December 31, 1994 and the period ended August 21,
1995 was approximately $730 and $691, respectively. All Star's future minimum
guaranteed compensation commitments subsequent to August 21, 1995 are as
follows:

<TABLE>
<S> <C>
1996........................................................ $1,225
1997........................................................ 1,292
1998........................................................ 1,300
1999........................................................ 622
2000........................................................ 238
Thereafter.................................................. 83
</TABLE>

Additionally in 1994, the celebrities were granted options to purchase up
to 15% of the shares of All Star at $.01 per share. These options generally
become exercisable one year after the date of grant. The celebrities were also
granted options to purchase up to 6% of the shares of All Star which are
exercisable upon meeting

F-29
<PAGE> 88

ALL STAR CAFE, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

certain criteria as defined in the celebrity agreements. During 1995, an option
to purchase 2% of the shares of All Star became exercisable as a result of
meeting certain criteria. The estimated fair value of the option, $475, was
charged to expense. No options were exercisable at December 31, 1994. Options to
acquire 13% of the shares of All Star were exercisable at August 21, 1995.

5. COMMITMENTS AND CONTINGENCIES

Leases

All Star has various noncancelable operating lease agreements, primarily
unit sites. Unit leases are established using a base amount and/or a percentage
of sales.

Future minimum lease payments under the terms of operating lease agreements
at August 21, 1995 are as follows:

<TABLE>
<S> <C>
Remainder of 1995.................................................. $ 110
1996............................................................. 1,270
1997............................................................. 1,520
1998............................................................. 1,520
1999............................................................. 1,520
2000............................................................. 1,688
Thereafter....................................................... 45,865
</TABLE>

Rent expense approximated $22 and $40 for the year ended December 31, 1994
and the period ended August 21, 1995, respectively.

An irrevocable letter of credit in the amount of $7,500 was established on
September 28, 1994 by a stockholder of All Star as security for certain
construction obligations of All Star pursuant to a noncancelable lease for a
unit site. The outstanding obligation under this letter of credit was $7,500 for
the periods covered by the financial statements. The stockholder was released
from this obligation in connection with the PHII acquisition described in Note
7.

Franchise Agreements

Effective July 1995, All Star entered into a franchise agreement with an
affiliate of PHII, ECE S.A. de C.V. ("ECE"). This agreement allows ECE to
operate up to ten Official All Star Cafe units in Mexico. In October 1995, All
Star received $2,000 of initial franchise fees related to the franchise
agreement which will be recognized as income when All Star completes its
obligations under the franchise agreement, generally upon the opening of a
franchise unit. ECE will pay continuing royalty fees as defined in the
agreement.

Other

In connection with the construction and development of future units, All
Star has entered into various construction contracts. As of August 21, 1995,
these outstanding contract commitments total approximately $6,484.

6. INCOME TAXES

As a result of the acquisition of shares of All Star by the All Star Cafe
Trust, All Star became a taxable corporation on April 19, 1995. Accordingly,
deferred income taxes were recorded to reflect the tax effects of temporary
differences between the carrying amount of assets and liabilities for financial
reporting purposes and the amounts for income tax purposes commencing April 19,
1995.

F-30
<PAGE> 89

ALL STAR CAFE, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

Temporary differences and carryforwards which give rise to deferred tax
assets and liabilities are as follows:

<TABLE>
<CAPTION>
AUGUST 21,
1995
----------
<S> <C>
Deferred tax assets:
Preopening costs................................................ $ 1,234
Deferred compensation........................................... 189
Net operating loss carryforward................................. 40
-------
1,463
Deferred tax liabilities:
Depreciation and amortization................................... (6)
-------
Net deferred tax assets before valuation allowance................ 1,457
Valuation allowance............................................... (1,457)
-------
Net deferred tax asset............................................ $ --
=======
</TABLE>

Since All Star was in the development stage and had not generated taxable
income as of August 21, 1995, a valuation allowance has been established for the
entire amount of the net deferred tax asset.

As of August 21, 1995, All Star had a federal net operating loss
carryforward of $96 which expires in 2010.

7. SUBSEQUENT EVENT

Reorganization

On August 22, 1995, All Star's President, who is a stockholder of All Star,
and the All Star Cafe Trust (the "Trust"), a trust established for the benefit
of the President's children (collectively, the "Sellers"), sold a portion of
their shares of All Star to PHII resulting in PHII owning 57.9% of the
outstanding shares of All Star. All Star's President is a significant
stockholder and President of PHII. In connection with the agreement, PHII agreed
to provide the Company up to $30,000 for development, construction and opening
costs for the first three Official All Star Cafe units. PHII may, at its
discretion, loan funds for additional units thereafter. Beginning in 1997, the
Sellers have the option to purchase PHII's shares in All Star if certain funding
targets set forth in the agreement are not achieved. PHII has the option to
purchase all of the remaining All Star shares held by the Sellers after 2001
and, if PHII fails to exercise such option, then the Sellers have the option to
purchase all the shares of All Star then owned by PHII. Under the terms of the
agreement, PHII also is required to pay the Sellers 29% of All Star's cumulative
operating income, as defined. Under the terms of the agreement, All Star's
President also agreed to contribute to All Star up to 32,205 shares of All Star
stock owned by the President for the grant of stock options under celebrity
stock option arrangements.

8. RELATED PARTY TRANSACTIONS

During the periods covered in the financial statements, All Star occupied
office space with a joint venture in which All Star's President had indirect
ownership. All Star shared operating expenses and, as a result, had receivables
from the joint venture of $21 and $2 at December 31, 1994 and August 21, 1995,
respectively.

Certain of All Star's officers and employees are employed by a service
company owned by All Star's President and stockholder. The service company's
expenses are allocated to All Star and other entities based upon the employees'
time spent on each entity. During the year ended December 31, 1994 and the
period ended August 21, 1995, All Star was allocated $34, and $144,
respectively. Amounts due to the service

F-31
<PAGE> 90

ALL STAR CAFE, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

company of $51 and $49 at December 31, 1994 and August 21, 1995, respectively,
are included in amounts due to related parties.

In July and August of 1995, PHII paid expenses on behalf of All Star
totaling $239, which is reflected in amounts due to related parties at August
21, 1995.

9. FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of cash, accounts payable and stockholder advances
approximate fair value due to the short maturity of those instruments.

F-32
<PAGE> 91

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following Unaudited Pro Forma Combined Statement of Income for the year
ended December 31, 1995 and the three months ended March 31, 1996 and the
Unaudited Pro Forma Combined Balance Sheet as of March 31, 1996 have been
prepared to reflect adjustments to the Company's historical results of
operations and financial position to give effect to the acquisition by the
Company of 57.9% of All Star in August 1995, the February 1996 agreement to
acquire the remaining minority interests in All Star, the Company's acquisition
of all the minority interests in PH Washington, PH Maui and PH New York, the
Company's February 1996 agreement to acquire substantially all the minority
interests in PH London and the Company's acquisition of the remaining minority
interests in PH London, as if the transactions occurred as of the beginning of
fiscal 1995 and on March 31, 1996, respectively.

The Unaudited Pro Forma Combined Statement of Income for the year ended
December 31, 1995 and the three months ended March 31, 1996 also gives effect to
the issuance of 11,618,233 shares of common stock in the Initial Public
Offerings at the initial public offering price of $18.00 per share and the
application of the net proceeds therefrom, as set forth under "Use of Proceeds,"
as if the Initial Public Offerings had occurred at the beginning of fiscal 1995.
The Unaudited Pro Forma Combined Balance Sheet also gives effect to the Initial
Public Offerings and the application of the net proceeds therefrom as if the
Initial Public Offerings had occurred on March 31, 1996. See "Use of Proceeds".

The unaudited pro forma financial information has been prepared by the
Company based on the financial statements of the Company and All Star included
elsewhere in this Prospectus. The pro forma financial information is presented
for illustrative purposes only and does not purport to indicate the results that
would have been obtained if the transactions had occurred on the dates indicated
or to project those that will be realized in the future. The pro forma
information should be read in conjunction with the Company's Consolidated
Financial Statements and All Star's Consolidated Financial Statements.

F-33
<PAGE> 92

UNAUDITED PRO FORMA COMBINED BALANCE SHEET
MARCH 31, 1996
(000'S OMITTED)

<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
------------------------- -----------------------------------
MINORITY
PLANET INTERESTS
HOLLYWOOD EXCHANGES ADJUSTMENTS
INTERNATIONAL, ACQUISITION FOR INITIAL
INC. ADJUSTMENTS COMBINED PUBLIC OFFERINGS AS ADJUSTED
-------------- ----------- -------- ---------------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets..................... $ 49,029 $49,029 $ 62,694(c) $ 111,723
Property and equipment, net........ 183,313 183,313 183,313
Other assets, net.................. 15,879 $ 23,946(b) 39,825 2,950(c) 42,775
-------------- ----------- -------- ---------------- -----------
Total assets................. $248,221 $ 23,946 $272,167 $ 65,644 $ 337,811
============ =========== ========= ============== ===========

LIABILITIES, MINORITY INTERESTS, REDEEMABLE WARRANTS AND STOCKHOLDERS' EQUITY
Current liabilities................ $ 42,201 $42,201 $ 42,201
Notes payable...................... 52,711 52,711 $(47,000)(c) 5,711
Notes payable to stockholders...... 70,750 70,750 (70,750)(c) --
Other liabilities.................. 24,862 24,862 24,862
-------------- ----------- -------- ---------------- -----------
Total liabilities............ 190,524 190,524 (117,750) 72,774
-------------- ----------- -------- ---------------- -----------
Minority interests................. 11,230 $ (11,230)(b) -- --
Redeemable warrants................ 15,000 15,000 (15,000) (d) --
Stockholders' equity:
Common stock..................... 8,658 35,176(a)(b) 43,834 208,444(c)(d) 252,278
Deferred compensation............ (709) (709) (709)
Retained earnings................ 24,077 24,077 (10,050)(c) 14,027
Cumulative currency translation
adjustment..................... (559) (559) (559)
-------------- ----------- -------- ---------------- -----------
Total stockholders' equity... 31,467 35,176 66,643 198,394 265,037
-------------- ----------- -------- ---------------- -----------
Total liabilities,
minority interests,
redeemable warrants and
stockholders' equity...... $248,221 $ 23,946 $272,167 $ 65,644 $ 337,811
============ =========== ========= ============== ===========
</TABLE>

F-34
<PAGE> 93

NOTES TO UNAUDITED COMBINED PRO FORMA BALANCE SHEET
(DOLLARS IN THOUSANDS)

(a) Adjustment to common stock to reflect the issuance of 11,545,706 shares of
Class B non-voting common stock in 1996 to acquire the minority interests
in All Star as if the acquisition occurred as of March 31, 1996. Due to the
high degree of common control between the Company and All Star and the lack
of an exchange of monetary consideration, the acquisition of the minority
interests has been treated as a reorganization of entities under common
control. As the minority interest in All Star was carried at zero in the
Company's financial statements at March 31, 1996, no cost has been assigned
to the Company's acquisition of such minority interest. Accordingly, the
bases of All Star's assets and liabilities are carried at historical cost.

(b) Adjustment to reflect the issuance of Class A Common Stock in 1996 to
acquire all the minority interests in connection with the London Exchange,
the Supplemental London Exchange, the Washington/Maui Exchange and the New
York Exchange, as if the acquisitions occurred as of March 31, 1996, and to
record the excess of the acquisition cost over the estimated fair value of
net assets acquired, as follows:.

<TABLE>
<CAPTION>
ESTIMATED
NUMBER OF FAIR
SHARES VALUE GOODWILL
--------- --------- --------
<S> <C> <C> <C>
London Exchanges........................................ 904,722 $16,285 $ 12,210
Washington/Maui Exchange................................ 526,113 12,364 7,014
New York Exchange....................................... 277,778 6,528 4,722
--------- --------- --------
1,708,613 $35,177 $ 23,946
======== ======= =======
</TABLE>

(c) Adjustments to notes payable and common stock reflects the retirement of
$70,750 of stockholder debt and the $60,000 face value senior subordinated
notes by applying a portion of the estimated net proceeds of the Offerings
as described under "Use of Proceeds" as if the Offerings occurred on March
31, 1996. The adjustment to cash represents the remaining net proceeds of
the offering.

The extraordinary loss of $10,050 represents the loss on repayment of the
senior subordinated notes, net of income taxes of $6,400, as if the notes
were retired on March 31, 1996. The loss includes the write off of deferred
debt issue costs of $3,450 relating to the Senior subordinated notes.

(d) Adjustment to reclassify redeemable warrants to common stock as a result of
the Company's February 8, 1996 agreement with warrant holders cancelling
the redemption feature upon the consummation of the Initial Public
Offerings. See "Description of Capital Stock -- Redeemable Warrants."

F-35
<PAGE> 94

UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1996
(000'S OMITTED, EXCEPT FOR PER SHARE DATA)

<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
---------------------- ----------------------------
MINORITY
PLANET INTEREST ADJUSTMENTS
HOLLYWOOD EXCHANGES FOR INITIAL
INTERNATIONAL ACQUISITION PUBLIC
INC. ADJUSTMENTS COMBINED OFFERINGS AS ADJUSTED
------------- ----------- -------- -------------- -----------
<S> <C> <C> <C> <C> <C>
Revenues............................... $77,025 $ 77,025 $ 77,025
Costs and expenses
Cost of sales........................ 20,706 20,706 20,706
Operating............................ 35,168 35,168 35,168
General and administrative........... 4,955 4,955 4,955
Depreciation and amortization........ 6,874 $ 309(a) 7,183 7,183
Equity in income of unconsolidated
affiliates........................ (749) (749) (749)
------- ----- ------ -------- ------
66,954 309 67,263 67,263
Income (loss) from operations.......... 10,071 (309) 9,762 9,762
Non-operating income (expense)
Interest income...................... 85 85 85
Interest expense..................... (4,116) (4,116) $3,805(b) (311)
------- ----- ------ -------- ------
(4,031) -- (4,031) 3,805 (226)
Income (loss) before minority
interests............................ 6,040 (309) 5,731 3,805 9,536
Minority interests..................... 764 (764)(c) -- --
------- ----- ------ -------- ------
Income (loss) before provision for
income taxes......................... 5,276 455 5,731 3,805 9,536
Provision for income
taxes................................ 1,926 177(d) 2,103 1,484(d) 3,587
------- ----- ------ -------- ------
Net income before extraordinary item... $ 3,350 $ 278 $ 3,628 $2,321 $ 5,949
======= ===== ====== ======== ======
Net income per share................... $ 0.04 $ 0.04 $ 0.06
======= ====== ======
Weighted average shares outstanding.... 87,228 100,482(e) 105,779(f)
======= ====== ======
</TABLE>

F-36
<PAGE> 95

NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
(000'S OMITTED, EXCEPT SHARE AND PER SHARE DATA)

(a) Amortization of intangibles acquired in connection with the acquisition of
minority interests in PH London, PH Maui, PH Washington and PH New York
over twenty years.

(b) Reduction of interest expense on $65,000 of 10% stockholder debt ($2,180)
and $5,750 of prime rate stockholder debt (8.25% at March 31, 1996) ($125),
and $60,000 face value senior subordinated notes ($1,500), as if the notes
had been retired at the beginning of the period, all to be repaid from a
portion of the proceeds of these offerings. See "Use of Proceeds".

(c) Reduction of minority interests in results of operations for PH London, PH
Washington, PH Maui and PH New York as if the interests were acquired at
the beginning of fiscal 1995.

(d) Change in income taxes relating to adjustments (a) and (b) above.

(e) Pro forma shares used in the per share calculation assumes the 13,254,319
shares of Common Stock issued to acquire the minority interests in All
Star, PH London, PH Maui, PH Washington and PH New York were issued at the
beginning of fiscal 1996.

(f) Pro forma as adjusted shares used in the per share calculation gives effect
to the issuance in the Offerings of shares at the initial public offering
price of $18.00 per share, resulting in net proceeds to the Company of
$16.65 per share, and the retirement of certain indebtedness by application
of a portion of the net proceeds therefrom as described under "Use of
Proceeds". For earnings per share purposes, the shares are considered
outstanding from the later of January 1, 1996 or the date the debt to be
retired was issued.

F-37
<PAGE> 96

UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 1995
(000'S OMITTED, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
------------------------------------- ----------------------------
MINORITY ADJUSTMENTS
EXCHANGES FOR INITIAL
PLANET ACQUISITION PUBLIC
HOLLYWOOD ALL STAR(A) ADJUSTMENTS COMBINED OFFERINGS AS ADJUSTED
--------- ----------- ----------- -------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Revenues......................... $ 270,606 $270,606 $ 270,606
Costs and expenses:
Cost of sales.................. 76,462 76,462 76,462
Operating...................... 116,805 116,805 116,805
General and administrative..... 20,057 $ 2,137 22,194 22,194
Depreciation and
amortization................ 22,182 $ 1,311(b) 23,493 23,493
Equity in income of
unconsolidated affiliates... (848) (848) (848)
--------- ----------- ----------- -------- -------------- -----------
234,658 2,137 1,311 238,106 238,106
Income (loss) from operations.... 35,948 (2,137) (1,311) 32,500 32,500
Non-operating income (expense):
Interest income................ 598 598 598
Interest expense............... (11,827) (81) (11,908) $ 10,636(c) (1,272)
Gain on sale of subsidiary
interests................... 611 (611)(d) --
--------- ----------- ----------- -------- -------------- -----------
(10,618) (81) (611) (11,310) 10,636 (674)
Income (loss) before minority
interests...................... 25,330 (2,218) (1,922) 21,190 10,636 31,826
Minority interests............... 3,728 (3,728)(e) --
--------- ----------- ----------- -------- -------------- -----------
Income (loss) before provision
for income taxes............... 21,602 (2,218) 1,806 21,190 10,636 31,826
Provision for income
taxes.......................... 875 -- (161)(f) 714 4,148(f) 4,862
--------- ----------- ----------- -------- -------------- -----------
Income before extraordinary
item........................... $ 20,727 $(2,218) $ 1,967 $ 20,476 $ 6,488 $ 26,964
======== ======== ========= ======== ========= =========
Income per share................. $ .24 $ .20 $ .26
======== ======== =========
Weighted average shares
outstanding.................... 87,111 100,365(g) 103,319(h)
======== ======== =========
</TABLE>

F-38
<PAGE> 97

NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
(000'S OMITTED, EXCEPT SHARE AND PER SHARE DATA)

(a) Reflects 100% of the results of operations of All Star from January 2, 1995
to date of acquisition of majority interest.

(b) Amortization of intangibles acquired in connection with the acquisition of
minority interests in PH London, PH Maui, PH Washington and PH New York
over 20 years.

(c) Reduction of interest expense on $65,000 of 10% stockholder debt ($6,400)
and $5,750 of prime rate stockholder debt (8.5% at December 31, 1995)
($500), as if the debt had been retired on January 2, 1995, and $60,000
face value senior subordinated notes ($3,700) as if the notes had been
retired on August 22, 1995 (the date of issuance), all of which were repaid
from a portion of the proceeds of the Initial Public Offerings. See "Use of
Proceeds".

(d) Represents elimination of gain on sale of limited partnership interests in
PH Washington.

(e) Reduction of minority interests in results of operations for PH London, PH
Washington, PH Maui and PH New York as if the interests were acquired at
the beginning of fiscal 1995.

(f) Change in income taxes relating to adjustments (b) and (c) above and to
reflect the reversal of All Star's deferred tax asset valuation reserve.

(g) Pro forma shares used in the per share calculation assumes the 13,254,319
shares of Common Stock issued to acquire the minority interests in All
Star, PH London, PH Maui, PH Washington and PH New York were issued at the
beginning of fiscal 1995.

(h) Pro forma as adjusted shares used in the per share calculation gives effect
to the issuance in the Initial Public Offerings of shares at the initial
public offering price of $18.00 per share, resulting in net proceeds to the
Company of $16.65 per share, and the retirement of certain indebtedness by
application of a portion of the net proceeds therefrom as described under
"Use of Proceeds". For earnings per share purposes, the shares are
considered outstanding from the later of January 2, 1995 or the date the
debt to be retired was issued.

F-39
<PAGE> 98

------------------------------------------------------
------------------------------------------------------

NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFER CONTAINED HEREIN AND, IF GIVEN OR MADE, SUCH OTHER
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY, ANY SELLING STOCKHOLDER, OR ANY OTHER PERSON. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY, ANY
SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES, OR AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY, TO ANYONE IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING
SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANYONE TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO ITS DATE.

---------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information............... 2
Prospectus Summary.................. 3
Risk Factors........................ 8
Price Range of Class A Common
Stock............................. 12
Use of Proceeds..................... 12
Dividend Policy..................... 12
Capitalization...................... 13
Selected Consolidated
Financial Data.................... 14
Management's Discussion and Analysis
of Financial Condition and Results
of Operations..................... 16
Business............................ 24
Management.......................... 37
Principal Stockholders.............. 45
Selling Stockholders................ 46
Certain Transactions................ 46
Description of Capital Stock........ 48
Shares Eligible for Future Sale..... 51
Certain United States Federal Tax
Consequences to Non-United States
Holders........................... 53
Plan of Distribution................ 56
Legal Matters....................... 56
Experts............................. 56
Index to Financial Statements....... F-1
</TABLE>

---------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
349,167 SHARES

[LOGO] PLANET HOLLYWOOD

CLASS A COMMON STOCK

---------------------
PROSPECTUS
---------------------

JUNE 24, 1996
------------------------------------------------------
------------------------------------------------------
<PAGE> 99

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Set forth below is a table of the registration fee for the Securities and
Exchange Commission and estimates of all other expenses to be incurred in
connection with the issuance and distribution of the securities described in
this Registration Statement, other than any discounts and commissions:

<TABLE>
<S> <C>
SEC registration fee..................................................... $
Blue sky fees and expenses...............................................
Printing and engraving expenses..........................................
Legal fees and expenses..................................................
Accounting fees and expenses.............................................
Transfer agent and registrar fees........................................
Miscellaneous............................................................
----------
Total.......................................................... $
=========
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Registrant is empowered by Section 145 of the General Corporation Law
of the State of Delaware (the "Delaware Corporation Law"), subject to the
procedures and limitations therein, to indemnify any person against expenses
(including attorney's fees), judgements, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with any
threatened, pending or completed action, suit or proceeding in which such person
is made a party by reason of such person being or having been a director,
officer, employee or agent of the Registrant. The statute provides that
indemnification pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors, or otherwise. The By-laws of
the Registrant provide for indemnification by the Registrant of its directors
and officers to the fullest extent permitted by the Delaware Corporation Law.

The foregoing statements are subject to the detailed provisions of the
Delaware Corporation Law, the Registrant's Restated Certificate of Incorporation
and the Registrant's By-laws.

Article X of the Registrant's By-laws allows the Company to indemnify any
person in connection with any claim or action arising by reason of such person's
status as a director, officer, employee or agent of the Company or service at
the request of the Company as a director, partner, officer, employee or agent of
another entity, if such person acted in good faith and in the best interests of
the Company and, with respect to any criminal proceeding, had no reasonable
cause to believe such conduct was unlawful. The By-laws also allow the
Registrant to maintain director and officer liability insurance on behalf of any
person who is or was a director or officer of the Registrant or such person who
serves or served as a director, officer, agent or employee, at another
corporation, partnership or other enterprise at the request of the Registrant.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

In connection with the January 1, 1995 Reorganization of the Company's
business, the Registrant issued an aggregate of 22,876,263, 22,876,263 and
19,666,667 shares of voting common stock to the Registrant's Chairman, its Chief
Executive Officer and Planet Hollywood Investments Ltd., respectively, in
exchange for partnership interests in Planet Hollywood Ltd., the predecessor to
the Registrant. The Registrant also issued approximately 12,783,333 shares of
common stock to certain celebrities and other unaffiliated persons in exchange
for participation interests in the predecessor to the Registrant and issued
1,433,333 shares of voting common stock to employees and independent contractors
of the Registrant in consideration for future service to the Registrant.

II-1
<PAGE> 100

In January 1995, the Registrant issued an aggregate of 56 shares of voting
common stock to the Registrant's Chairman and its Chief Executive Officer in a
series of transactions pursuant to which the Registrant acquired an aircraft
from a company wholly owned by such individuals.

In February 1995, the Registrant issued an aggregate of 300,000 shares of
voting common stock to certain independent contractors in consideration for
future services to the Registrant.

In August 1995, the Registrant sold its 10% Senior Subordinated Notes Due
2000, together with warrants to acquire up to 2,556,383 shares of voting common
stock at an exercise price of $.01 per share, to a limited number of
institutional and other accredited investors for aggregate net cash proceeds of
approximately $57.2 million.

In September and December 1995, the Registrant granted to employees,
celebrities and independent contractors options to purchase up to an aggregate
of 3,380,733 shares of common stock of the Registrant at an exercise price of
$7.88.

In March 1996, the Registrant granted to employees and celebrities options
to purchase an aggregate of 862,661 shares of common stock of the Registrant at
an exercise price of $14.00 and 223,000 shares of common stock of the Registrant
at an exercise price of $15.00.

In April 1996, the Registrant granted to employees and celebrities options
to purchase an aggregate of 320,000 shares of common stock of the Registrant at
an exercise price of $15.00 per share.

In April 1996, the Registrant issued an aggregate 11,545,706 shares of
non-voting common stock to the Registrant's Chief Executive Officer, celebrities
and other persons in exchange for outstanding minority interests in All Star
Cafe, Inc.

In April and May 1996, the Registrant issued an aggregate 875,334 shares of
voting common stock to holders of minority interests in certain subsidiaries of
the Registrant in exchange for such minority interests.

All the aforementioned transactions were consummated in reliance on the
exemption from registration provided in Section 4(2) of the Securities Act of
1933.

ITEM 16. EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- ----------------------------------------------------------------------------------
<C> <C> <S>
*3.1 -- Restated Certificate of Incorporation of the Registrant
*3.2 -- First Amended and Restated Bylaws of the Registrant
*4.1 -- Form of Warrant
*4.2 -- Revolving Credit Agreement dated as of January 29, 1996 among the Registrant and
Suntrust Bank
**5. -- Opinion of Cravath, Swaine & Moore
*10.1 -- Form of Master Franchise Agreement
*10.2 -- Form of Memorabilia Lease
*10.3 -- Form of License Agreement
*10.4 -- Asset Purchase Agreement dated November 28, 1995 between the Registrant and
America Europe Asia International Trade and Management Consultants, Ltd.
*10.5 -- Ground Lease Agreement between Lake Buena Vista Communities, Inc. and Planet
Hollywood (Orlando), Inc.
*10.6 -- License Agreement dated as of December 4, 1992, by and between the Registrant and
Planet Hollywood (Asia) Pte. Ltd.
*10.7 -- First Amendment to the License Agreement dated as of July 1, 1995, by and between
the Registrant and Planet Hollywood (Asia) Pte. Ltd.
</TABLE>

II-2
<PAGE> 101

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- ----------------------------------------------------------------------------------
<C> <C> <S>
*10.8 -- Form of Master Franchise Agreement for AllStar Cafe, Inc.
*10.9 -- Form of Letter Agreement, dated February 15, 1996, among Stockholders of All Star
Cafe, Inc.
*10.10 -- Joint Venture Agreement dated December 9, 1994, between Marvel Restaurant Venture
Corp. and EBCO Management, Inc.
*10.11 -- License Agreement dated March 19, 1996, between Marvel Entertainment Group, Inc.
and M Restaurant Venture
*10.12 -- 1995 Celebrity Stock Award and Incentive Plan
*10.13 -- 1995 Stock Award and Incentive Plan
*10.14 -- Form of Stock Option Award Agreement for options granted under the 1995 Celebrity
Stock Award and Incentive Plan
*10.15 -- Form of Stock Option Award Agreement for options granted under the 1995 Stock
Award and Incentive Plan
*10.16 -- Employment Agreement dated August 8, 1995, between the Registrant and Robert Earl
*10.17 -- Employment Agreement dated January 1, 1993, between the Registrant and Keith
Barish
*10.18 -- Letter Agreement dated March 18, 1994, between the Company and Kraft Foodservice,
Inc.
11.1 -- Earnings per share (December 31, 1995)
11.2 -- Pro forma earnings per share (December 31, 1995)
11.3 -- Supplemental pro forma earnings per share (December 31, 1995)
11.4 -- Earnings per share (March 31, 1996)
11.5 -- Earnings per share (April 2, 1995)
11.6 -- Pro forma earnings per share (March 31, 1996)
11.7 -- Supplemental pro forma earnings per share (March 31, 1996)
*21.1 -- Subsidiaries
23.1 -- Consent of Price Waterhouse LLP
23.2 -- Consent of Cravath, Swaine & Moore (included in Exhibit 5)
*24. -- Powers of Attorney (included in signature page)
27 -- Financial Data Schedule (for SEC use only)
99.1 -- Agreement for Sale and Purchase of Membership Interests dated April 19, 1996 among
the Registrant, Rochester Investments Limited, John Chesterman, Carole Chesterman,
Kirkmichael Investments Limited and Planet Hollywood (London), Inc.
99.2 -- Agreement for Sale and Purchase of Limited Partnership Interest and Mutual Release
dated May 24, 1996 among the Registrant, Mackplan Hollywood, L.P. and Planet
Hollywood (New York City), Inc.
</TABLE>

- ---------------

* Incorporated by reference to the exhibits with the corresponding exhibit
numbers in the Registration Statement on Form S-1 previously filed by the
Registrant (file no. 333-1490).
** To be filed supplementally.

ITEM 17. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Securities Act") may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the

II-3
<PAGE> 102

successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.

(2) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(3) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of a
registration statement in reliance upon Rule 430A and contained in the form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of the
registration statement as of the time it was declared effective.

(4) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-4
<PAGE> 103

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Orlando, State of
Florida, on June 24, 1996.

PLANET HOLLYWOOD INTERNATIONAL, INC.
(Registrant)

By: /s/ ROBERT EARL
---------------------------------------
Robert Earl
Chief Executive Officer

KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Robert Earl, Thomas Avallone and Scott
Johnson, or any of them, each acting alone, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for such person
and in his name, place and stead, in any and all capacities, in connection with
the Registrant's Registration Statement on Form S-1 under the Securities Act of
1933, including to sign the Registration Statement in the name and on behalf of
the Registrant or on behalf of the undersigned as a director or officer of the
Registrant, and any and all amendments or supplements to the Registration
Statement, including any and all stickers and post-effective amendments to the
Registration Statement and to sign any and all additional registration
statements relating to the same offering of securities as those that are covered
by the Registration Statement that are filed pursuant to Rule 462(b) under the
Securities Act of 1933, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and any applicable securities exchange or securities self-regulatory
body, granting unto said attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ ----------------------------------- -------------
<C> <S> <C>
/s/ KEITH BARISH Chairman of the Board and Director June 24, 1996
- ------------------------------------------
Keith Barish

/s/ ROBERT EARL Chief Executive Officer and June 24, 1996
- ------------------------------------------ Director (Principal Executive
Robert Earl Officer)

/s/ THOMAS AVALLONE Executive Vice President, Chief June 24, 1996
- ------------------------------------------ Financial Officer and Director
Thomas Avallone (Principal Financial and
Accounting Officer)

/s/ ONG BENG SENG Director June 24, 1996
- ------------------------------------------
Ong Beng Seng

/s/ ISADORE SHARP Director June 24, 1996
- ------------------------------------------
Isadore Sharp

/s/ ROBERT KRASNOW Director June 24, 1996
- ------------------------------------------
Robert Krasnow
</TABLE>

II-5

<PAGE> 1

EXHIBIT 11.1

PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES

COMPUTATION OF NET INCOME PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1995
-----------------
<S> <C>
Net Income.................................................................. $20,727
=======
Weighted average shares outstanding:
Common stock.............................................................. 80,100
Assumed conversion of stock options and warrants(1)....................... 7,011
-------
Total shares.............................................................. 87,111
-------
Net income per share...................................................... $ 0.24
=======
</TABLE>

- ---------------

(1) Stock options and warrants granted subsequent to January 1, 1995 to the date
of the Initial Public Offerings (using the treasury stock method and the
initial public offering price of $18 per share) have been included in the
computation of common and common equivalent shares as if they were
outstanding since January 2, 1995.

<PAGE> 1

EXHIBIT 11.2

PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES

COMPUTATION OF PRO FORMA NET INCOME PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1995
-----------------
<S> <C>
Net Income.................................................................. $ 20,476
=======
Weighted average shares outstanding:
Common stock.............................................................. 80,100
Assumed conversion of stock options and warrants(1)....................... 7,011
Shares issued pursuant to acquisitions(2)................................. 13,254
-------
Total Shares...................................................... 100,365
=======
Net income per share.............................................. $ 0.20
=======
</TABLE>

- ---------------

(2) Shares issued pursuant to the buyout of minority interests have been
included in the computation of common and common equivalent shares as if
they were outstanding since January 2, 1995.

<PAGE> 1

EXHIBIT 11.3

PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES

COMPUTATION OF SUPPLEMENTAL PRO FORMA NET INCOME PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1995
-----------------
<S> <C>
Net income.................................................................. $ 26,964
=======
Weighted average shares outstanding:
Common stock.............................................................. 80,100
Assumed conversion of stock options and warrants(1)(4).................... 4,455
Shares issued pursuant to acquisitions(2)................................. 13,254
Shares issued in connection with the Initial Public Offerings to retire
notes(3)............................................................... 5,510
-------
Total Shares...................................................... 103,319
=======
Net income per share.............................................. $ .26
=========
</TABLE>

- ---------------

(2) Shares issued pursuant to the buyout of minority interests have been
included in the computation of common and common equivalent shares as if
they were outstanding since January 2, 1995.

(3) Represents number of shares required to be issued to retire $130,750 of
notes using the proceeds of the Initial Public Offerings at the initial
public offering price (net of issuance costs) of $16.65 per share. Shares
are considered outstanding from the later of January 2, 1995 or the date
the debt to be retired was issued.

(4) Warrants to obtain 1,768 shares of common stock are no longer exercisable as
of the consummation of the Initial Public Offerings (see note 8 of Notes to
Financial Statements).

<PAGE> 1

EXHIBIT 11.4

PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES

COMPUTATION OF NET INCOME PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH
31, 1996
--------------
<S> <C>
Net income..................................................................... $ 3,350
===========
Weighted average shares outstanding:
Common stock................................................................. 80,100
Assumed conversion of stock options and warrants(1).......................... 7,128
--------------
Total shares......................................................... 87,228
===========
Net income per share................................................. $ 0.04
===========
</TABLE>

- ---------------

<PAGE> 1

EXHIBIT 11.5

PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES

COMPUTATION OF NET INCOME PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
THREE MONTHS
ENDED APRIL
2, 1995
------------
<S> <C>
Net income...................................................................... $ 3,524
==========
Weighted average shares outstanding:
Common stock.................................................................. 80,100
Assumed conversion of stock options and warrants(1)........................... 7,011
------------
Total shares.......................................................... 87,111
==========
Net income per share.................................................. $ .04
==========
</TABLE>

- ---------------

<PAGE> 1

EXHIBIT 11.6

PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES

COMPUTATION OF PRO FORMA NET INCOME PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, 1996
------------------
<S> <C>
Net income................................................................. $ 3,628
===============
Weighted average shares outstanding:
Common stock............................................................. 80,100
Assumed conversion of stock options and warrants(1)...................... 7,128
Shares issued pursuant to Minority Interest Exchanges(2)................. 13,254
------------------
Total shares..................................................... 100,482
===============
Net income per share............................................. $ 0.04
===============
</TABLE>

- ---------------

<PAGE> 1

EXHIBIT 11.7

PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES

COMPUTATION OF SUPPLEMENTAL PRO FORMA NET INCOME PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH
31, 1996
--------------
<S> <C>
Net income..................................................................... $ 5,949
===========
Weighted average shares outstanding:
Common stock................................................................. 80,100
Assumed conversion of stock options and warrants(1)(4)....................... 4,572
Shares issued pursuant to Minority Interest Exchanges(2)..................... 13,254
Shares issued to retire notes(3)............................................. 7,853
--------------
Total shares......................................................... 105,779
===========
Net income per share................................................. $ 0.06
===========
</TABLE>

- ---------------

(1) Stock options and warrants granted subsequent to January 2, 1995 (using the
treasury stock method and the initial public offering price of $18 per
share) have been included in the computation of common and common
equivalent shares as if they were outstanding since January 1, 1996.
(2) Shares issued pursuant to the Minority Interest Exchanges have been included
in the computation of common and common equivalent shares as if they were
outstanding since January 1, 1996.
(3) Represents number of shares required to be issued to retire $130,750 of
notes using the proceeds of the Initial Public Offerings at the initial
public offering price (net of issuance costs) of $16.65 per share. Shares
are considered outstanding from the later of January 1, 1996 or the date
the debt to be retired was issued.
(4) Warrants to obtain 1,768 shares of stock are no longer exercisable as of the
consummation of the Initial Public Offerings (see Note 8 of Notes to
Financial Statements).

<PAGE> 1

EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our report dated February 8, 1996, except
as to Note 16 which is as of May 24, 1996, relating to the consolidated
financial statements of Planet Hollywood International, Inc. and subsidiaries
and our report dated February 8, 1996 relating to the consolidated financial
statements of All Star Cafe, Inc., which appear in such Prospectus. We also
consent to the references to us under the headings "Experts" and "Selected
Consolidated Financial Data" in such Prospectus. However, it should be noted
that Price Waterhouse LLP has not prepared or certified such "Selected
Consolidated Financial Data."

Price Waterhouse LLP
Orlando, Florida
June 21, 1996

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF PLANET HOLLYWOOD INTERNATIONAL FOR THE
THREE MONTHS ENDED MARCH 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 8,076
<SECURITIES> 0
<RECEIVABLES> 7,289
<ALLOWANCES> 0
<INVENTORY> 11,566
<CURRENT-ASSETS> 49,029
<PP&E> 199,556
<DEPRECIATION> 16,243
<TOTAL-ASSETS> 248,221
<CURRENT-LIABILITIES> 42,201
<BONDS> 0
0
0
<COMMON> 801
<OTHER-SE> 30,666
<TOTAL-LIABILITY-AND-EQUITY> 248,221
<SALES> 75,185
<TOTAL-REVENUES> 77,025
<CGS> 20,706
<TOTAL-COSTS> 66,954
<OTHER-EXPENSES> 679
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,116
<INCOME-PRETAX> 5,276
<INCOME-TAX> 1,926
<INCOME-CONTINUING> 3,350
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,350
<EPS-PRIMARY> .04
<EPS-DILUTED> .04

</TABLE>

<PAGE> 1
EXHIBIT 99.1

AGREEMENT FOR SALE AND PURCHASE
OF MEMBERSHIP INTERESTS

THIS AGREEMENT FOR SALE AND PURCHASE OF MEMBERSHIP INTERESTS (the
"Agreement") is made and entered into as of the 19th day of April, 1996 by and
between each of ROCHESTER INVESTMENTS LIMITED, a Channel Islands corporation
("RIL"), JOHN CHESTERMAN ("JC"), CAROLE CHESTERMAN ("CC"), and KIRKMICHAEL
INVESTMENTS LIMITED, a British Virgin Islands corporation ("KIL"), on the one
hand, and each of PLANET HOLLYWOOD (LONDON), INC. (f/k/a Planet Hollywood
(Seattle), Inc.), a Florida corporation ("Purchaser"), and PLANET HOLLYWOOD
INTERNATIONAL, INC. a Delaware corporation (in its capacity as the
successor-in-interest to PLANET HOLLYWOOD, LTD., a Florida limited partnership
("PHL")) ("PHII"), on the other.

WHEREAS, PLANET HOLLYWOOD (TROCADERO), L.C. (the "Company") is a
Florida limited liability company;

WHEREAS, RIL, JC, CC, PHL, and Shallop Holdings, B.V., a Netherlands
corporation, entered into an Operating Agreement dated as of May 12, 1993, as
amended (the "Operating Agreement"), which, in addition to the Company's
Articles of Organization, Regulations, and miscellaneous other agreements,
govern the Company's operations;
<PAGE> 2

WHEREAS, RIL acquired a 4.8% membership interest in the Company
effective as of May 12, 1993, pursuant to the Operating Agreement;

WHEREAS, effective as of January 1, 1994, PHL acquired from RIL an
economic interest in the Company equal to 2.8% of the profits, losses and
distributions of the Company (the "2.8% Economic Interest"), and RIL retained a
2% membership interest in the Company (the "2% Member Interest"), plus such
other rights of membership attributable to the 2.8% Economic Interest as may
have remained, if any, after the sale and transfer of the 2.8% Economic
Interest to PHL (with such remaining rights, if any, referred to as the "2.8%
Interest");

WHEREAS, RIL currently owns the 2.8% Interest and the 2% Member
Interest free and clear of any and all liens, pledges, mortgages, claims or
other encumbrances;

WHEREAS, JC currently owns 0.1% of the membership interests of the
Company (the "JC Interest") free and clear of any and all liens, pledges,
mortgages, claims or other encumbrances;

WHEREAS, CC currently owns 0.1% of the membership interests of the
Company (the "CC Interest") free and clear of any and all liens, pledges,
mortgages, claims or other encumbrances;

2
<PAGE> 3

WHEREAS, RIL and KIL each entered into Consulting Agreements and a
letter agreement with PHL, with all such agreements dated as of December 31,
1994 (collectively, the "Consulting Agreements");

WHEREAS, JC currently owes PHII Fifty Thousand Pounds (L.50,000)
(comprised of amounts previously advanced to JC by PHII, its
predecessors-in-interest and/or affiliates), plus accrued interest (with all
such amounts referred to herein as the "JC Debt");

WHEREAS, Purchaser desires to acquire and accept from each of RIL, JC
and CC the 2% Member Interest, the JC Interest and the CC Interest,
respectively, and such parties are willing to sell such membership interests to
Purchaser on the terms and conditions provided in this Agreement;

WHEREAS, PHII desires to acquire and accept from RIL the 2.8%
Interest, and RIL is willing to transfer and assign such interest to PHII on
the terms and conditions provided in this Agreement;

WHEREAS, RIL, KIL and PHII (as successor-in-interest to PHL) desire to
terminate the Consulting Agreements, effective as of the date hereof;

WHEREAS, PHII owns all of the issued and outstanding shares of
Purchaser's stock;

3
<PAGE> 4

WHEREAS, PHII, in its capacity as Purchaser's parent company, has
entered into a Plan of Acquisition with Purchaser regarding the funding of the
consideration to be paid by the Purchaser hereunder, whereby PHII will,
immediately prior to or concurrent with the Closing, contribute the requisite
number of shares of PHII's Voting Class A Common Stock, par value $.01 (the
"Common Stock") to Purchaser as a contribution to Purchaser's capital, which
shares shall constitute the entire consideration to be paid by Purchaser
hereunder; and

WHEREAS, PHII desires to grant its consent, pursuant to Section 8.1 of
the Operating Agreement and in its capacity as the majority Member of the
Company, to the transfer of the membership interests described herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

1. Sale and Transfer of Membership Interests.

a. Upon the terms of and subject to the conditions
contained in this Agreement, at the Closing (as hereinafter defined), RIL will
sell, assign, transfer and deliver to Purchaser, and Purchaser will accept and
purchase from RIL, the 2% Membership

4
<PAGE> 5

Interest, as represented by the Company's Membership Certificate No. 2, a copy
of which is attached hereto as Exhibit A.

b. Upon the terms of and subject to the conditions
contained in this Agreement, at the Closing (as hereinafter defined), JC will
sell, assign, transfer and deliver to Purchaser, and Purchaser will accept and
purchase from JC, the JC Interest, as represented by the Company's Membership
Certificate No. 3, a copy of which is attached hereto as Exhibit B.

c. Upon the terms of and subject to the conditions
contained in this Agreement, at the Closing (as hereinafter defined), CC will
sell, assign, transfer and deliver to Purchaser, and Purchaser will accept and
purchase from CC, the CC Interest, as represented by the Company's Membership
Certificate No. 4, a copy of which is attached hereto as Exhibit C.

d. Upon the terms of and subject to the conditions
contained in this Agreement, at the Closing (as hereinafter defined), RIL will
assign, transfer and deliver to PHII, and PHII will acquire and accept from
RIL, the 2.8% Interest.

2. Termination of Consulting Agreements. Each of RIL, KIL and
PHII (as the successor-in-interest of PHL) hereby covenant and agree that the
Consulting Agreements shall be canceled and terminated and be of no further
force and effect as of the date of

5
<PAGE> 6

Closing, and each of RIL and KIL hereby agree to execute such documents at the
Closing, reasonably acceptable to PHII counsel, that effect such cancellations
and terminations of their Consulting Agreements.

3. Consideration. Subject to the terms and conditions of this
Agreement and in reliance upon the representations, warranties, covenants and
agreements of RIL, KIL, JC and CC contained in this Agreement, at the Closing
and in exchange for the 2% Membership Interest, the JC Interest, the CC
Interest, the 2.8% Interest and the cancellation and termination of the
Consulting Agreements: (i) Purchaser shall deliver to RIL, in full and complete
consideration therefor and in accordance with the Plan of Acquisition, 71,389
(seventy-one thousand three hundred eighty-nine) validly issued, fully paid and
nonassessable shares of the Common Stock, and (ii) PHII shall forgive the JC
Debt and such amounts shall be reflected on the books of PHII as fully
satisfied and paid in full. The transferability of the Common Stock
transferred hereunder shall not be restricted in any way by Purchaser or PHII;
however, each of RIL, KIL, JC and CC acknowledge that such shares of Common
Stock have not been registered under the Securities Acto of 1933, as amended
(the "Securities Act") and therefore the transferability of such shares of
Common Stock may be

6
<PAGE> 7

restricted by applicable governmental statutes, rules and regulations,
including, but not limited to, the Securities Act, the Securities Exchange Act
of 1934, as amended, and the regulations of the United States Securities and
Exchange Commission. PHII agrees that, as promptly as reasonably practicable
following the Closing, it shall use its reasonable best efforts to cause a
registration statement (on such appropriate form as PHII, in its reasonable
discretion, shall determine) under the Securities Act to be declared effective
that would permit RIL to resell such shares thereunder upon delivery of a
resale prospectus. PHII shall be required to maintain the effectiveness of
such registration statement for a period of not more than ninety (90) days (or
such shorter period in which all of the shares of Common Stock delivered to RIL
pursuant hereto have been sold thereunder). RIL shall sell all such registered
shares only through the block trading desk at Bear, Stearns & Co. Inc. in order
to facilitate any sales in an orderly manner.

4. Closing. The closing of the sale of the Membership Interest
(the "Closing") will take place at the offices of Purchaser on May ___, 1996,
or at such other place or time or both as the parties may mutually agree. All
actions to be taken at the Closing shall be deemed to have been taken
simultaneously and no

7
<PAGE> 8

proceedings shall be deemed taken nor deliveries deemed made until all have
been taken or made. At the Closing, RIL, JC, and CC shall deliver to Purchaser
Membership Certificate Numbers 2, 3, and 4, and shall execute and deliver
related Assignments Separate from Certificate, attached hereto as composite
Exhibit D. Further, at the Closing, RIL and KIL shall each execute and deliver
documents, as described in Section 2 above, terminating the Consulting
Agreements.

5. Consent. PHII hereby consents, pursuant to Section 8.1 of the
Operating Agreement, to the substitution of itself as a Member with respect to
the 2.8% Interest and to the substitution of Purchaser as a Member with respect
to the 2% Membership Interest, the JC Interest and the CC Interest, all as of
the date of Closing.

6. General Releases.

a. RIL, KIL, JC and CC for themselves and each of their
affiliates, subsidiaries, related corporations, partners, or other entities,
and each of their heirs, assigns, predecessors and successors in interest,
principals, shareholders, directors, officers, employees, agents and
representatives, hereby (and without any further action by any party) release,
remise, acquit, satisfy, relieve and forever discharge PHII and the Company,
and PHII's and the Company's present, future and former affiliates,

8
<PAGE> 9

subsidiaries, related corporations or other entities, and their heirs, assigns,
predecessors and successors in interest, principals, shareholders, members,
directors, officers, employees, agents, attorneys and representatives, from any
and all claims, actions, demands and causes of action for any legal or
equitable damages or remedies of whatever type or nature, through and including
the date of closing, whether known or unknown, arising out of, concerning,
pertaining or attributable to, or in any other way relating to, the
establishment, organization, development, operation, conduct, or management of:
(i) the Company and/or the Company's business and activities, and the
accounting thereof and therefor, (ii) PHII and/or PHII's business and
activities, or (iii) the Company's or PHII's duties, obligations and/or
responsibilities under the Operating Agreement and/or the Consulting
Agreements.

b. PHII and the Company, for themselves and each of
their affiliates, subsidiaries, related corporations, partners, or other
entities, and each of their heirs, assigns, predecessors and successors in
interest, principals, shareholders, directors, officers, employees, agents and
representatives, hereby (and without any further action by any party) release,
remise, acquit, satisfy, relieve and forever discharge RIL, KIL, JC and CC, and
RIL's, KIL's, JC's and CC's present, future and former affiliates,

9
<PAGE> 10

subsidiaries, related corporations or other entities, and their heirs, assigns,
predecessors and successors in interest, principals, shareholders, members,
directors, officers, employees, agents, attorneys and representatives, from any
and all claims, actions, demands and causes of action for any legal or
equitable damages or remedies of whatever type or nature, through and including
the date of closing, whether known or unknown, arising out of, concerning,
pertaining or attributable to, or in any other way relating to, the
establishment, organization, development, operation, conduct, or management of:
(i) the Company and/or the Company's business and activities, (ii) RIL's,
KIL's, JC's and CC's business and activities, or (iii) RIL's, KIL's, JC's
and/or CC's duties, obligations and/or responsibilities under the Operating
Agreement and/or the Consulting Agreements.

7. RIL, KIL, JC and CC Representations and Warranties. RIL, JC and
CC each hereby represent and warrant to Purchaser and PHII that such parties
are the owners of the 2% Membership Interest and the 2.8% Interest, the JC
Interest and the CC Interest, respectively, that such interests are not subject
to any pledge, lien or other encumbrance, and are not subject to claims of any
creditors (collectively, "Liens"), and that each such party has the right,
power and authority to transfer such Interests to Purchaser,

10
<PAGE> 11

subject to the terms and conditions of the Operating Agreement, and that upon
the delivery of such interests to the Purchaser at the Closing, the Purchaser
will acquire good and valid title thereto, free and clear of all Liens. RIL
and KIL each hereby represent and warrant to Purchaser and PHII that such
parties have full power and authority to terminate and cancel the Consulting
Agreements, to execute this Agreement, to deliver this Agreement to Purchaser
and PHII and to carry out the provisions hereof, and that such power and
authority has been duly authorized by their respective Boards of Directors.
Each of RIL, KIL, JC and CC further represent and warrant to each of Purchaser
and PHII that the terms and conditions of this Agreement and all other
instruments and agreements to be delivered by such parties to Purchaser and/or
PHII pursuant to the terms of this Agreement are valid, binding and enforceable
against such parties in accordance with their terms, subject only to applicable
bankruptcy, moratorium and other laws generally affecting the rights and
remedies of creditors.

8. Purchaser Representations and warranties. Purchaser
represents and warrants to Seller as follows:

(a) Purchaser is a corporation duly organized, validly
existing and in good standing under the laws of the State of Florida,

11
<PAGE> 12

(b) Purchaser has the requisite corporate power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby,

(c) The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly authorized
by all necessary corporate actions and no other proceedings on the part of
Purchaser or its shareholders are necessary to authorize this Agreement and the
transactions contemplated hereby, and

(d) All procedures required by the Company's
organizational documents (including its Articles of Organization, Regulations
and the Operating Agreement) for this transfer of the Membership Interest have
been properly complied with.

9. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns.

10. No Assignment. Neither Purchaser nor any of RIL, KIL, JC or
CC shall assign their rights or delegate their obligations pursuant to this
Agreement unless and until any such assignment or delegation shall first be
consented to in a written instrument executed by the other; provided, however,
that Purchaser may assign its rights, but not delegate its obligations, under
this Agreement

12
<PAGE> 13

without the consent of such other parties to PHII or to any other corporation
or entity owned and controlled by PHII.

11. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida, without giving
effect to the conflicts of law principles thereof. The parties hereby submit
to the exclusive jurisdiction of the Florida state and federal courts as
regards any claim dispute or matter arising out of or relating to this
Agreement or any of the documents to be executed pursuant to this Agreement.

12. Venue. The exclusive legal venue for any legal action, claim,
suit, dispute or matter arising out of or relating to this Agreement or any
documents to be executed pursuant to this Agreement by the parties hereto shall
be Orange County, Florida.

13. Entire Agreement. This Agreement and the Termination Agreement
constitute the entire agreement among the parties to this Agreement and
supersedes all prior agreements, understandings, negotiations and discussions,
both written and oral, among the parties to this Agreement with respect to the
subject matter of this Agreement.

14. Amendment. This Agreement may be amended or modified only by a
written instrument duly executed by each party to this Agreement.

13
<PAGE> 14

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above with the intent to be legally bound hereby.

KIRKMICHAEL INVESTMENTS LIMITED,
a corporation formed under
the laws of the country
of British Virgin Islands

By:_____________________________
Name:___________________________
Its:____________________________

ROCHESTER INVESTMENTS LIMITED,
a Channel Islands corporation

By:_____________________________
Name:___________________________
Its:____________________________

________________________________
John Chesterman

________________________________
Carole Chesterman

PLANET HOLLYWOOD (LONDON), INC.,
a Florida corporation
(f/k/a Planet Hollywood (Seattle),
Inc.)

14
<PAGE> 15

By:_____________________________
Name:___________________________
Its:____________________________

PLANET HOLLYWOOD INTERNATIONAL, INC.,
a Delaware corporation

By:_____________________________
Name:___________________________
Its:____________________________

15
<PAGE> 16

EXHIBIT D

ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED, I, CAROLE CHESTERMAN, hereby sell, assign and
transfer unto PLANET HOLLYWOOD (LONDON), INC., a Florida corporation (f/k/a
Planet Hollywood (Seattle), Inc.), a one-tenth percent (0.1%) membership
interest in PLANET HOLLYWOOD (TROCADERO), L.C., a Florida limited liability
company ("PHT") standing in my name on the books of PHT represented by
Certificate No. 4, and do hereby constitute and appoint Byrd F. Marshall, Jr.
as attorney-in-fact to transfer the said membership interest on the books of
PHT, with full power of substitution in the premises.

Dated:
-------------------------------- -------------------------------
Carole Chesterman

Witness:

- -------------------------------------

<PAGE> 17

EXHIBIT D

ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED, I, JOHN CHESTERMAN, hereby sell, assign and
transfer unto PLANET HOLLYWOOD (LONDON), INC., a Florida corporation (f/k/a
Planet Hollywood (Seattle), Inc.), a one-tenth percent (0.1%) membership
interest in PLANET HOLLYWOOD (TROCADERO), L.C., a Florida limited liability
company ("PHT") standing in my name on the books of PHT represented by
Certificate No. 3, and do hereby constitute and appoint Byrd F. Marshall, Jr.
as attorney-in-fact to transfer the said membership interest on the books of
PHT, with full power of substitution in the premises.

Dated:
-------------------------- ----------------------------------
John Chesterman

Witness:

- --------------------------------

<PAGE> 18

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into
as of the 19th day of April, 1996, by and between ROCHESTER INVESTMENTS
LIMITED, a Channel Islands corporation ("RIL"), KIRKMICHAEL INVESTMENTS
LIMITED, a British Virgin Islands corporation ("KIL"), and PLANET HOLLYWOOD
INTERNATIONAL, INC. a Delaware corporation (in its capacity as
successor-in-interest to PLANET HOLLYWOOD, LTD., a Florida limited partnership
("PHL")) ("PHII").

W I T N E S S E T H:

WHEREAS, RIL and KIL each entered into a Consulting Agreement with
PHL, and together joined in a letter agreement with PHL, with all such
agreements dated as of December 31, 1994, copies of which are attached hereto
as Composite Exhibit A (collectively, the "Consulting Agreements");

WHEREAS, simultaneous with the execution of this Agreement, the
parties are closing various transactions described in that certain Agreement
for Sale and Purchase of Membership Interests dated as of April 19, 1996 (the
"Purchase Agreement");

WHEREAS, the parties hereto desire, in accordance with the terms of
the Purchase Agreement, that the Consulting Agreements be terminated and
canceled as of the date hereof.

<PAGE> 19

NOW, THEREFORE, in consideration of the foregoing and of other good
and valuable consideration, including, without limitation, the consideration
provided for in the Purchase Agreement, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:

1. Termination and Cancellation. The parties hereto agree that,
effective as of the date hereof, the Consulting Agreements shall be terminated
and canceled, and shall be of no further force and effect.

2. Full Satisfaction. The parties hereto further agree that any
and all payments, duties or obligations to be made or effected by PHL and/or
PHII under the Consulting Agreements have been fully and completely satisfied
and discharged.

3. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns.

4. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida, without giving
effect to the conflicts of law principles thereof. The parties hereby submit
to the exclusive jurisdiction of the Florida state and federal courts as
regards any claim dispute or

2
<PAGE> 20

matter arising out of or relating to this Agreement or any of the documents to
be executed pursuant to this Agreement.

5. Venue. The exclusive legal venue for any legal action, claim,
suit, dispute or matter arising out of or relating to this Agreement or any
documents to be executed pursuant to this Agreement by the parties hereto shall
be Orange County, Florida.

6. Counterparts: This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above with the intent to be legally bound hereby.

KIRKMICHAEL INVESTMENTS LIMITED,
a corporation formed under
the laws of the country
of British Virgin Islands

By:_____________________________
Name:___________________________
Its:____________________________

ROCHESTER INVESTMENTS LIMITED,
a Channel Islands corporation

By:_____________________________

3
<PAGE> 21

Name:___________________________
Its:____________________________

PLANET HOLLYWOOD INTERNATIONAL,
INC., a Delaware corporation

By:_____________________________
Name:___________________________
Its:____________________________

4
<PAGE> 22

EXHIBIT D

ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED, ROCHESTER INVESTMENTS LIMITED, a Channel Islands
corporation ("Rochester"), hereby sells, assigns and transfers unto:

(i) PLANET HOLLYWOOD (LONDON), INC., a Florida corporation (f/k/a
Planet Hollywood (Seattle), Inc.) a 2% membership interest in
PLANET HOLLYWOOD (TROCADERO), L.C., a Florida limited liability
company ("PHT"), standing in my name on the books of PHT represented
by Certificate No. 2, and

(ii) PLANET HOLLYWOOD INTERNATIONAL, INC., a Delaware corporation
("PHII"), such interest in a 2.8% membership interest in PHT, if
any, as may have been retained by Rochester after Rochester's
transfer, sale and assignment, as of January 1, 1994, to PHII, of a
2.8% economic interest in PHT, also standing in my name on the books
of PHT represented by Certificate No. 2,

and do hereby constitute and appoint Byrd F. Marshall, Jr. as attorney-in-fact
to transfer the said interests on the books of PHT, with full power of
substitution in the premises.

ROCHESTER INVESTMENTS LIMITED,
a Channel Islands corporation

Dated: By:
----------------------- -----------------------------
<PAGE> 23

Name:
-------------------------------

Its:
-------------------------------

Witness:

- ----------------------------

<PAGE> 1
EXHIBIT 99.2

AGREEMENT FOR SALE AND PURCHASE
OF LIMITED PARTNERSHIP INTEREST
AND MUTUAL RELEASE

THIS AGREEMENT FOR SALE AND PURCHASE OF LIMITED PARTNERSHIP INTEREST
AND MUTUAL RELEASE (the "Agreement") is made and entered into as of the
day of May, 1996 by and between MACKPLAN HOLLYWOOD, L.P., a New York limited
partnership (the "Seller") and each of PLANET HOLLYWOOD (NEW YORK CITY), INC.,
a Florida corporation (the "Purchaser"), and PLANET HOLLYWOOD INTERNATIONAL,
INC. a Delaware corporation ("PHII").

WHEREAS, PLANET HOLLYWOOD NEW YORK, LTD. (the "Partnership") is a
Florida limited partnership;

WHEREAS, the Seller and Planet Hollywood, Inc., a Delaware corporation
and a predecessor-in-interest to PHII, entered into a First Amended and
Restated Limited Partnership Agreement dated as of January 21, 1992, as amended
(the "Partnership Agreement"), which governs the Partnership's operations;

WHEREAS, the Seller acquired a 10% limited partnership interest in the
Partnership effective as of January 21, 1992, pursuant to the Partnership
Agreement (the "Interest");

WHEREAS, the Seller currently owns the Interest free and clear of any
and all liens, pledges, mortgages, claims or other encumbrances;
<PAGE> 2

WHEREAS, the Purchaser desires to acquire and accept the Interest from
the Seller, and the Seller is willing to sell the Interest to the Purchaser on
the terms and conditions provided in this Agreement;

WHEREAS, PHII owns all of the issued and outstanding shares of the
Purchaser's stock;

WHEREAS, PHII, in its capacity as the Purchaser's parent company, has
entered into a Plan of Acquisition with the Purchaser regarding the funding of
the consideration to be paid by the Purchaser hereunder, whereby PHII will,
immediately prior to or concurrent with the Closing, contribute the requisite
number of shares of PHII's Voting Class A Common Stock, par value $.01 (the
"Common Stock") to the Purchaser as a contribution to the Purchaser's capital,
which shares shall constitute the entire consideration to be paid by the
Purchaser hereunder; and

WHEREAS, PHII desires to grant its consent, pursuant to Section 8.1 of
the Partnership Agreement and in its capacity as the General Partner of the
Partnership, to the transfer of the Interest as described herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, and other good and valuable

2
<PAGE> 3

consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:

1. Sale and Transfer of Interest. Upon the terms of and subject to
the conditions contained in this Agreement, at the Closing (as hereinafter
defined), the Seller will sell, assign, transfer and deliver to the Purchaser,
and the Purchaser will accept and purchase from the Seller, the Interest.

2. Consideration. Subject to the terms and conditions of this
Agreement and in reliance upon the representations, warranties, covenants and
agreements of the Seller contained in this Agreement, at the Closing and in
exchange for the Interest, the Purchaser shall deliver to the Seller, in full
and complete consideration therefor, Two Hundred Seventy-Seven Thousand Seven
Hundred Seventy-Eight (277,778) validly issued, fully paid and nonassessable
shares of the Common Stock (the "Shares"). PHII hereby agrees that it will at
the Closing provide the Shares to the Purchaser for delivery to the Seller as
aforesaid. The certificates for the Shares shall be registered in the name of
the Seller or in the names of any of the limited partners or other designees of
the Seller as the Seller may specify in writing to the Purchaser prior to the
Closing. The Purchaser shall pay and be responsible for all applicable stock
transfer stamps or taxes with

3
<PAGE> 4
respect to the Shares. The transferability of the Common Stock transferred
hereunder shall not be restricted in any way by the Purchaser or PHII; however,
the Seller acknowledges that such shares of Common Stock have not been
registered under the Securities Act of 1933, as amended (the "Securities Act")
and that such Shares may not be sold or disposed in violation of the Securities
Act or the rules and regulations of the Securities and Exchange Commission (the
"Commission") thereunder.

3. Registration Rights. PHII hereby agrees that it will as soon
as practicable, but in any event within thirty (30) days of the date hereof,
file a registration statement (the "Shelf Registration Statement") with the
Commission under the Securities Act on an appropriate form for an offering to
be made on a delayed or continuous basis pursuant to Rule 415 thereunder so as
to permit the sale of the Shares (the "Registered Shares") by the Seller, any
of its partners, its designees referred to above, or any of their respective
affiliates or associates (collectively, the "Selling Stockholders") in such a
manner or manners as may be specified in a "Plan of Distribution" section to be
included in the Shelf Registration Statement which Seller will provide to PHII,
substantially in the form attached hereto as Exhibit A, prior to the time the
Shelf Registration Statement is filed. PHII shall use

4
<PAGE> 5

its best efforts to cause the Shelf Registration Statement to be declared
effective by the Commission as soon as practical, including, without
limitation, responding promptly to comments of the Commission and keeping the
Selling Stockholders at all times apprised of the progress thereof; and shall
also use its best efforts to keep the Shelf Registration Statement continuously
effective for so long as any of the Registered Shares remain unsold but no more
than ninety (90) days. After the Shelf Registration Statement has become
effective, PHII shall prepare and file with the Commission such amendments,
post-effective amendments and supplements thereto and the prospectus used in
connection therewith as may be necessary to keep such statement or prospectus
effective and to comply with the rules, regulations and instructions of the
registration form utilized by PHII, the Securities Act and the rules and
regulations thereunder with respect to the disposition of the Registered Shares
until the earlier of such time as all such Registered Shares have been disposed
of in accordance with the intended methods of disposition described in the
"Plan of Distribution" section referred to above or the expiration of the
ninety (90) day period referred to above.

PHII shall upon discovery that, or upon the happening of any
event as a result of which, the prospectus included in the

5
<PAGE> 6

Shelf Registration Statement contains an untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances under
which they were made, (i) promptly prepare a supplement or amendment to such
prospectus so that such prospectus shall not contain an untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading in light of the
circumstances under which they were made, and (ii) immediately prior to the
preparation of such amendment or supplement, notify each Selling Stockholder of
the anticipated preparation thereof.

PHII shall use its best efforts to register or qualify the
Registered Shares under such other securities or "blue sky" laws of such
jurisdictions as the Selling Stockholders may request.

With regard to expenses incident to the Shelf Registration
Statement, PHII will pay all fees and disbursements of PHII's independent
public accountants and counsel. PHII shall not pay (i) the fees and expenses
of any counsel or accountants or other representatives retained by any Selling
Stockholder with respect to the sale of the Registered Shares by such Selling
Stockholder pursuant to the Shelf Registration Statement, or (ii)

6
<PAGE> 7

any and all other reasonable expenses incident to the Shelf Registration
Statement, including, without limitation: (a) all Commission, stock exchange
and National Association of Securities Dealers, Inc. registration, filing and
listing fees, (b) all fees and expenses incurred in compliance with the "blue
sky" laws (including fees and disbursements of counsel in connection with "blue
sky" qualifications of the Registered Shares), (c) all printing expenses, and
(iv) the costs and expenses of any Selling Stockholder relating to brokerage or
dealer fees or transfer taxes. The obligation to pay any and all expenses not
specifically described as the obligation of PHII hereunder (the "Registration
Expenses") shall be the obligation of the Seller. The Seller shall remit
payment thereof to PHII within three (3) days of PHII requesting such payment
in writing. Such request for payment shall be based on PHII's reasonable
estimate of the total Registration Expenses to be incurred. In the event such
estimate exceeds the actual Registration Expenses, PHII shall refund such
excess, and in the event the actual Registration Expenses exceed the estimate,
the Seller shall pay such excess within three (3) days of receiving written
notice thereof from PHII. In the event the Seller does not fully satisfy its
obligation hereunder to remit payments to PHII within such three (3) day
periods, PHII shall have the right, in

7
<PAGE> 8

its sole and absolute discretion, to extend the thirty (30) day period during
which it is otherwise obligated hereunder to file the Shelf Registration
Statement with the Commission.

PHII shall furnish to each Selling Stockholder copies of the
Shelf Registration Statement as is proposed to be filed, and thereafter such
number of copies of such statement, each amendment and supplement thereto (in
each case including all exhibits thereto), the prospectus included in such
statement (including preliminary prospectus) and such other documents as each
may reasonably be requested to facilitate the disposition of the Registered
Shares.

PHII shall cooperate with each Selling Stockholder and each
underwriter participating in the disposition of the Registered Shares in
connection with any filings required to be made with the National Association
of Securities Dealers, Inc.

PHII agrees to indemnify and hold harmless, to the fullest
extent permitted by law, each Selling Stockholder, its officers, directors,
trustees, partners, employees, advisors and agents and each person who controls
(within the meaning of the Securities Act or the Securities Exchange Act of
1934, as amended (the "Exchange Act")) such Selling Stockholder from and
against any and all losses, claims, damages, liabilities and expenses

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<PAGE> 9

(including reasonable costs of investigation) arising out of or based upon any
untrue, or allegedly untrue, statement of a material fact contained in any
registration statement, prospectus or preliminary prospectus or notification or
offering circular (each as amended or supplemented) or arising out of or based
upon any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, except insofar as the same are caused by or contained in any
information concerning such Selling Stockholder furnished in writing to PHII by
such Selling Stockholder expressly for use therein. PHII shall also provide
customary indemnities to any underwriters (within the meaning of the Securities
Act and the Exchange Act) of the Registered Shares, their officers, directors
and employees and each person who controls such underwriters (within the
meaning of the Securities Act and the Exchange Act) to the same extent as
provided above with respect to the indemnification of the Selling Stockholders.

In connection with the Shelf Registration Statement, each
Selling Stockholder shall furnish to PHII in writing such information with
respect to such Selling Stockholder as may be required by law for use in
connection with such statement and each Selling Stockholder shall indemnify and
hold harmless, to the

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<PAGE> 10

fullest extent permitted by law, PHII and its directors, officers, employees
and each person who controls (within the meaning of the Securities Act and the
Exchange Act) PHII from and against any and all losses, claims, damages,
liabilities and expenses (including reasonable costs of investigation) arising
out of or based on any untrue, or allegedly untrue, statement of a material
fact contained in the Shelf Registration Statement or arising out of or based
upon any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, but only with respect to any such information with respect to such
Selling Stockholder furnished in writing to PHII by such Selling Stockholder
expressly for use therein; provided that the total amount to be indemnified by
such Selling Stockholder shall be limited to the net proceeds received by such
Selling Stockholder in the offering pursuant to the Shelf Registration
Statement.

If the indemnification provided in this Section 3 is
unavailable in respect of any losses, claims, damages, liabilities or expenses,
then the person against whom the indemnification is being sought (the
"Indemnifying Party"), in lieu of indemnifying the person seeking such
indemnification (the "Indemnified Party"), shall contribute to the amount paid
or payable by such Indemnified

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<PAGE> 11

Party as a result of such losses, claims, damages, liabilities or expenses in
such proportion as is appropriate to reflect the relative fault of the
Indemnifying Party and Indemnified Party in connection with the actions which
resulted in such losses, claims, damages, liabilities or expenses, as well as
any other relevant equitable considerations. The relative faults of such
Indemnifying Party and Indemnified Party shall be determined by reference to,
among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact, has been made by, or relates to information supplied by,
such Indemnifying Party or Indemnified Party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
action. The amount paid or payable by a party as a result of the losses,
claims, damages, liabilities and expenses referred to above shall be deemed to
include any legal or other fees, charges or expenses reasonably incurred by
such party in connection with any investigation or proceeding; provided that
the total amount to be indemnified by a Selling Stockholder shall be limited to
the net proceeds received by such Selling Stockholder in the offering pursuant
to the Shelf Registration Statement.

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<PAGE> 12

The parties agree that it would not be just and equitable if
contribution pursuant hereto were determined by pro rata allocation or by any
other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding paragraph. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person.

Each Selling Stockholder agrees to use Bear, Stearns & Co. Inc. as its
broker or dealer for the purpose of selling or disposing of its Registered
Shares pursuant to the Shelf Registration Statement so long as the commission
or brokerage rate charged by Bear, Stearns & Co. Inc. is customary, and so long
as such Selling Stockholder retains the right to determine the timing, amount
and price of the proposed sale or disposition.

4. Closing. The closing of the sale of the Interest (the
"Closing") will take place at the offices of the Purchaser concurrent with the
signing hereof, or at such other place or time or both as the parties may
mutually agree. At the Closing, the Seller shall execute and deliver to the
Purchaser an Assignment of Limited Partnership Interest, in the form attached
hereto as Exhibit B, and the Purchaser shall deliver to the Seller the Shares.
All actions to be taken at the Closing shall be deemed to

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<PAGE> 13

have been taken simultaneously and no proceedings shall be deemed taken nor
deliveries deemed made until all have been taken or made.

5. Release. Each of PHII, the Partnership and the Seller hereby
release, remise, acquit, satisfy, relieve and forever discharge (collectively,
"Release") the other, as well as the present, future and former affiliates,
subsidiaries, related corporations or other entities, of the other, and their
respective heirs, assigns, predecessors and successors in interest, principals,
shareholders, partners, directors, officers, employees, agents, attorneys and
representatives, from any and all, and all manner of, claims, actions,
reckonings, bonds, bills, covenants, damages, judgments, executions, remedies,
and demands whatsoever and of whatever type or nature, in law or in equity,
through and including the date hereof, whether known or unknown, arising out
of, concerning, pertaining or attributable to, or in any other way relating to,
the establishment, organization, development, operation, conduct, or management
of: (i) the Partnership and/or the Partnership's business and activities, and
the accounting thereof and therefor, including, but not limited to, the means
of allocating corporate overhead and expenses to the Partnership by PHII, and
the Partnership's payments to or transactions with affiliates, (ii) the timing
or amount of any distributions due,

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<PAGE> 14

paid or payable by the Partnership to the Seller, including, without
limitation, any distributions attributable to, or otherwise payable or due to,
the Seller with respect to the Partnership's fiscal year 1996, or (iii) PHII
and/or PHII's business and activities, including, but not limited to, the
original issuance of shares of PHII's Common Stock to the Seller or its
affiliates (consisting, prior to the consummation of the transactions set forth
herein, of 464,133 shares of Common Stock, hereinafter referred to as the
"Macklowe Shares"), the refusal of PHII to treat the Macklowe Shares as
eligible to be sold without restriction pursuant to Rule 144 under the
Securities Act or otherwise, any interpretation by PHII or its officers,
directors, or advisors regarding the availability of Rule 144 with respect to
the tradeability of the Macklowe Shares, the refusal by PHII to accept the
opinion letter of Shereff, Friedman, Hoffman & Goodman, LLP dated on or about
April 18, 1996, with respect to the tradeability of the Macklowe Shares, or any
other matter in any way relating to the issuance of Macklowe Shares and the
tradeability thereof; provided, however, that nothing contained herein shall
Release, impair or affect (i) the right of the parties hereto to bring an
action arising from or related to any breach of a representation, warranty or
covenant contained in this Agreement, (ii) the

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<PAGE> 15

representations, warranties, covenants and agreements made or provided in
Sections 3(b) (regarding the mutual release), 6 (regarding PHII's agreement to
guarantee the obligations of any substituted general partner), 7 (regarding the
ownership of PHII capital stock), and 9 (regarding confidentiality and
nondisclosure) of that certain Settlement Agreement dated as of December 22,
1995, by and between the Purchaser, the Seller, and certain of their affiliates
(the "Settlement Agreement"), or (iii) the rights, remedies, covenants,
agreements, and obligations set forth in any agreements with respect to the
leasing of any assets or properties used in connection with the Planet
Hollywood restaurant or offices located in New York City. Notwithstanding the
foregoing, the Seller shall indemnify and hold harmless, to the fullest extent
permitted by law, PHII and its directors, officers, employees and each person
who controls PHII from and against any and all losses, claims, damages,
liabilities and expenses (including reasonable costs of investigation) asserted
by any Selling Shareholder: (i) as a result of the Purchaser issuing the Shares
directly to such Selling Shareholders in lieu of issuing the Shares directly to
the Seller, or (ii) in connection with any matter otherwise Released by the
Seller pursuant to Section 5 above.

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<PAGE> 16

6. Consent. PHII hereby consents, in its capacity as the General
Partner of the Partnership and pursuant to Section 8.1 of the Partnership
Agreement, to the substitution of the Purchaser as a Limited Partner with
respect to the Interest, all as of the date of Closing.

7. Seller Representations and Warranties. The Seller hereby
represents and warrants to each of the Purchaser and PHII that:

(a) The Seller will at the Closing have good and valid
title to the Interest free and clear of all pledges, liens or other
encumbrances or claims of creditors (collectively, "Liens") and upon the
delivery of the Interest to the Purchaser at the Closing, the Purchaser will
acquire good and valid title thereto, free and clear of all Liens,

(b) The Seller has the right, power and authority to
transfer the Interest to the Purchaser, subject to the terms and conditions of
the Partnership Agreement,

(c) The Seller has full power and authority to enter into
and execute this Agreement, to deliver this Agreement to the Purchaser and PHII
and to carry out the provisions hereof, that such power and authority has been
duly authorized under the terms of the Seller's limited partnership agreement
and by the Board of Directors of the Seller's general partner, and that no
other

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<PAGE> 17

proceedings on the part of the Seller or its partners are necessary to
authorize this Agreement and the transactions contemplated hereby, and

(d) The terms and conditions of this Agreement and all
other instruments and agreements to be delivered by the Seller to the Purchaser
and/or PHII pursuant to the terms of this Agreement are valid, binding and
enforceable against the Seller in accordance with their terms, subject only to
applicable bankruptcy, moratorium and other laws generally affecting the rights
and remedies of creditors.

(e) The issuance of Shares to the Selling Stockholders is
in compliance with the terms and conditions of the Seller's limited partnership
agreement, and has been duly authorized by the general partner thereof.

8. Purchaser and PHII Representations and Warranties. Each of
the Purchaser and PHII, hereby jointly and severally, represents and warrants
to the Seller as follows:

(a) each is a corporation duly organized, validly
existing and in good standing under the laws of its state of incorporation,

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<PAGE> 18

(b) each has the requisite corporate power and authority
to execute and deliver this Agreement and to consummate the transactions
contemplated hereby,

(c) The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly authorized
by all necessary corporate actions on the part of each of PHII and the
Purchaser and no other proceedings on their part or their shareholders are
necessary to authorize this Agreement and the transactions contemplated hereby,

(d) All of the shares of Common Stock transferred to the
Seller hereunder represent duly authorized, validly issued, fully paid and
nonassessable shares of the Common Stock of PHII; the Purchaser will at the
Closing have good and valid title to Shares free and clear of all Liens and
upon the delivery of the Shares to the Seller at the Closing, the Seller will
acquire good and valid title thereto, free and clear of all Liens,

(e) All procedures required by the Partnership Agreement
for this transfer of the Interest have been properly complied with,

(f) The terms and conditions of this Agreement and all
other instruments and agreements to be delivered by Purchaser or PHII pursuant
to the terms hereof are valid and binding obligations of each of the Purchaser
and PHII enforceable in accordance with

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<PAGE> 19

their terms, subject only to applicable bankruptcy, moratorium or other laws
generally affecting the rights and remedies of creditors,

(g) The execution, delivery, and performance of this
Agreement by the Purchaser and PHII do not violate any agreement to which
either the Purchaser or PHII is a party or is otherwise bound or to which the
Shares are bound or affected. Neither the transfer of the Shares from PHII to
the Purchaser nor the transfer from Purchaser to the Seller hereunder is
restricted by or violates any agreement between PHII and the underwriters in
the initial public offering of the Common Stock, and

(h) The Common Stock has been approved for trading on
NASDAQ Stock Market's National Market.

(i) Effective as of the date of the Settlement Agreement,
the Interest was fully paid and nonassessable, and the records of the
Partnership have been changed to reflect the fact that there is no subscription
receivable with respect to such partnership interest, including, without
limitation, the $500,000 subscription receivable previously reflected in the
books and records of the Partnership.

9. Macklowe Shares. PHII agrees that if the Seller obtains a
no-action letter from the staff of the Commission to the effect

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<PAGE> 20

that, for purposes of Rule 144(d) promulgated by the Commission under the
Securities Act, the Seller may include in its holding period for the Macklowe
Shares its holding period for the shares owned by it in Planet Hollywood, Inc.
("PI") prior to the merger of PI into PHII effective as of January 1, 1995,
then PHII will raise no objection to the sale of the Macklowe Shares without
registration under the Securities Act so long as such transfer complies with
the requirements of Rule 144(e) and (f) to the extent applicable, and with any
other securities laws to the extent applicable.

10. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns. Each Selling Stockholder other than the Seller shall be
a third party beneficiary with respect to Section 3 of this Agreement.

11. No Assignment. Neither the Purchaser nor the Seller shall
assign their rights or delegate their obligations pursuant to this Agreement
unless and until any such assignment or delegation shall first be consented to
in a written instrument executed by the other; provided, however, that the
Purchaser may assign its rights, but not delegate its obligations, under this
Agreement without the

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<PAGE> 21

consent of the Seller to PHII or to any other corporation or entity owned and
controlled by PHII.

12. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without giving
effect to the conflicts of law principles thereof. The parties hereby submit
to the exclusive jurisdiction of the New York state and federal courts as
regards any claim dispute or matter arising out of or relating to this
Agreement or any of the documents to be executed pursuant to this Agreement.

13. Entire Agreement. This Agreement constitutes the entire
agreement among the parties to this Agreement and supersedes all prior
agreements, understandings, negotiations and discussions, both written and
oral, among the parties to this Agreement with respect to the subject matter of
this Agreement.

14. Amendment. This Agreement may be amended or modified only by a
written instrument duly executed by each party to this Agreement.

15. Counterparts and Facsimiles. This Agreement may be executed
in one or more counterparts all of which taken together shall be deemed one
original. All facsimile executions shall be treated as originals for all
purposes.

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<PAGE> 22

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above with the intent to be legally bound hereby.

THE SELLER:

MACKPLAN HOLLYWOOD, L.P., a New
York limited partnership

By: MACKPLAN HOLLYWOOD, CORP.,
a New York corporation,
its General Partner

By:_____________________________
Name:___________________________
Its:____________________________

THE PURCHASER:

PLANET HOLLYWOOD (NEW YORK CITY), INC.,
a Florida corporation

By:_____________________________
Name: Thomas Avallone
Its: Executive Vice President

PHII:

PLANET HOLLYWOOD INTERNATIONAL, INC.,
a Delaware corporation

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<PAGE> 23

By:_____________________________
Name: Thomas Avallone
Its: Executive Vice President

Joining solely with respect to
Section 5 of this Agreement:

THE PARTNERSHIP:

PLANET HOLLYWOOD NEW YORK, LTD.,
a Florida limited partnership

By: PLANET HOLLYWOOD INTERNATIONAL, INC.,
a Delaware corporation,
its General Partner

By:_____________________________
Name: Thomas Avallone
Its: Executive Vice President

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<PAGE> 24

EXHIBIT A

PLAN OF DISTRIBUTION

The distribution of the Registered Shares by the Selling Stockholders
may be effected from time to time, in one or more ordinary course or
other broker or dealer transactions, block transactions, special
offerings, or secondary distributions, in negotiated transactions, or a
combination of such methods of sale, at market prices prevailing at the
time of sale, at prices related to such prevailing prices, or at
negotiated prices. Without limiting the foregoing, brokers used by the
Selling Stockholders may act as dealers by purchasing any or all
Registered Shares either as agents for others or as principals for
their own accounts and reselling such securities pursuant to the
prospectus.

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<PAGE> 25

ASSIGNMENT OF LIMITED PARTNERSHIP INTEREST

THIS ASSIGNMENT OF LIMITED PARTNERSHIP INTEREST (the "Assignment") is
executed as of the ___ day of May, 1996, by and between MACKPLAN HOLLYWOOD,
L.P., a New York limited partnership, hereinafter referred to as the
"Assignor," and PLANET HOLLYWOOD (NEW YORK), INC., a Florida corporation,
hereinafter referred to as the "Assignee."

W I T N E S S E T H:

That the Assignor, for and in consideration of the sum of Ten Dollars
($10.00) and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, hereby grants, bargains, sells, transfers,
conveys and confirms unto the Assignee the Assignor's entire limited
partnership interest in and to PLANET HOLLYWOOD NEW YORK, LTD., a Florida
limited partnership (the "Partnership").

Assignor represents and warrants that it is the owner of the
aforementioned Partnership Interest, and that such Partnership Interest is not
subject to any pledge, lien or other encumbrance or to the claims of any
creditors.
<PAGE> 26

Assignee agrees to be substituted as a limited partner of the Partnership
according to the aforementioned assignment and hereby constitutes and agrees to
all of the terms of the First Amended and Restated Limited Partnership
Agreement of the Partnership, dated as of January 21, 1992, as amended.

IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of
the date first written above with the intent to be legally bound hereby.

ASSIGNOR:

MACKPLAN HOLLYWOOD, L.P., a New
York limited partnership

By: MACKPLAN HOLLYWOOD, CORP., its
General Partner

By:_____________________________
Name:___________________________
Its:____________________________

ASSIGNEE:

PLANET HOLLYWOOD (NEW YORK), INC.,
a Florida corporation

By:_____________________________
Name: Thomas Avallone
Its: Executive Vice President

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<PAGE> 27
GENERAL PARTNER CONSENT

Planet Hollywood International, Inc., a Delaware corporation, General
Partner of Planet Hollywood New York, Ltd., a Florida limited partnership (the
"Partnership"), represents to Assignee that all procedures required by the
Partnership documents for the assignment and transfer by the Assignor of the
aforementioned Partnership Interest have been properly complied with and hereby
joins in the execution of this instrument for the purpose of giving its consent
to the transfer and accepting Assignee as a substituted limited partner.

PLANET HOLLYWOOD INTERNATIONAL,
INC., a Delaware corporation

By:_____________________________
Name: Thomas Avallone
Its: Executive Vice President