PLANET HOLLYWOOD INTERNATIONAL INC, S-1, 1996-10-03

PLANET HOLLYWOOD INTERNATIONAL INC
S-1, 1996-10-03
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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 3, 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.................. 1,768,165 $27.9375 $49,398,110 $14,969
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</TABLE>

(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
registration fee, based upon the average of the high and low prices per
share of Planet Hollywood International, Inc. Class A Common Stock, par
value, $.01 per share, on October 1, 1996, as reported on the Nasdaq Stock
Market's National Market.
---------------------
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 OCTOBER 3, 1996

PROSPECTUS

1,768,165 SHARES

PLANET HOLLYWOOD LOGO
CLASS A COMMON STOCK

This Prospectus relates to the offer and sale from time to time by the
persons listed under "Selling Stockholders" (collectively, the "Selling
Stockholders") of up to a total of 1,768,165 shares of Class A Common Stock, par
value $.01 per share (the "Class A Common Stock") of Planet Hollywood
International, Inc. (the "Company"), which are held by, or issuable upon
exercise of warrants to, such Selling Stockholders. 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 October 1, 1996 was $27.875.

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."

OCTOBER , 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. The Commission also
maintains a Web site at http://www.sec.gov that contains the Registration
Statement (including certain exhibits and the schedules thereto).

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 30 Company-owned and 12 franchised
units located in 15 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 54 restaurant-merchandise stores located
in 20 countries, including 48 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, 12
additional Planet Hollywood units were opened (including five Company-owned
units and seven franchised units). 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 in exchange for 277,778 shares of Class A Common
Stock (the "New York Exchange"), and also acquired all the remaining minority
interests in the Company's subsidiary ("PH London") that operates the Planet
Hollywood unit in London in exchange for 71,389 shares of Class A Common Stock
(the "Supplemental London Exchange").

In June 1996, the Company entered into an agreement with ITT Sheraton
Corporation to form a joint venture to construct, develop, manage and operate
Planet Hollywood themed casino resort hotels in Las Vegas, Nevada and Atlantic
City, New Jersey, among other projects. Pursuant to the agreement, the

4
<PAGE> 7

Company will grant ITT a warrant to purchase 5.6 million shares of the Company's
Class A Common Stock over five years beginning June 1996, at an exercise price
of $25.00 per share. The warrant will be exercisable when the price of the
Company's Class A Common Stock equals or exceeds $31.25 and following the
opening of the resort casino hotel to be developed under the joint venture in
Las Vegas.

THE OFFERING

<TABLE>
<S> <C>
Class A Common Stock to be sold by
Selling Stockholders(a):.............. 1,768,165 shares
Common Stock to be outstanding after the
Offering:
Class A............................ 95,972,565 shares(b)
Class B............................ 11,545,706 shares(c)
Total......................... 107,518,271 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 have been issued upon the exercise of
warrants to purchase Class A Common Stock or are 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 in full with a portion of the proceeds of the
Initial Public Offerings.

(b) Excludes 5,710,243 shares issuable upon exercise of outstanding options.
See "Management -- Stock Incentive Plans." Includes 1,768,165 shares that
may be offered and sold in the Offering, 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 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)

THE COMPANY
------------------------------
THE PREDECESSORS(a) SIX MONTH
-------------------------------------- PERIODS ENDED
FISCAL(b) -------------------
------------------------------------------------- JULY 2, JUNE 30,
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 $117,549 $162,391
Costs and expenses(c)................. 9,807 25,078 36,301 130,847 234,658 99,950 134,242
------- ------- ------- -------- -------- -------- --------
Income (loss) from operations......... (6,313) (4,637) (5,624) (4,915) 35,948 17,599 28,149
Interest income (expense), net........ (69) (273) 142 (4,054) (11,229) (3,131) (4,291)
Other income.......................... -- -- -- -- 611 -- --
Minority interests.................... 1,979 395 223 (299) (3,728) (1,746) (1,036)
Provision for income taxes(d)......... -- -- -- -- (875) -- (8,330)
------- ------- ------- -------- -------- -------- --------
Income before extraordinary item...... (4,403) (4,515) (5,259) (9,268) 20,727 12,722 14,492
Extraordinary item(e)................. -- -- -- -- -- -- (10,421)
------- ------- ------- -------- -------- -------- --------
Net income (loss)............ $(4,403) $(4,515) $(5,259) $ (9,268) $ 20,727 $ 12,722 $ 4,071
======== ======== ======== ========= ========= ========= =========
Earnings per share(f):
Income before extraordinary item.... $ .24 $ .15 $ .15
Extraordinary item.................. -- -- (.11)
Net income.......................... .24 .15 .04
Weighted average number of shares
outstanding (in thousands).......... 87,111 87,111 96,034
Pro forma income before extraordinary
item(g)............................. $ 20,476 $ 14,905
Pro forma income before extraordinary
item per share(g)................... $ .20 $ .14
Weighted average number of pro forma
shares outstanding (in thousands)... 100,365 104,174
Supplemental pro forma income before
extraordinary item(h)............... $ 26,964 $ 18,047
Supplemental pro forma income per
share before extraordinary
item(h)............................. $ .26 $ .17
Weighted average number of
supplemental pro forma shares
outstanding (in thousands).......... 103,319 107,346
OTHER DATA:
Capital expenditures(i)............... $10,532 $ 3,203 $29,345 $ 52,131 $ 80,291 $ 30,647 $ 39,081
Depreciation and amortization......... 508 3,078 2,818 16,231 22,182 10,094 13,895
Units open at period end(c)(j):
Company-owned....................... 1 1 4 15 23 19 28
Franchised.......................... 0 2 3 3 6 4 9
------- ------- ------- -------- -------- -------- --------
Total........................ 1 3 7 18 29 23 37
Merchandise revenues as a percentage
of total revenues from Company-owned
units............................... 40.1% 30.8% 33.4% 34.8% 39.3% 39.9% 36.9%
</TABLE>

<TABLE>
<CAPTION>
JUNE 30,
1996
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<S> <C>
BALANCE SHEET DATA:
Working capital...................... $ 66,348
Total assets......................... 346,684
Long-term debt....................... 1,068
Stockholders' equity................. 276,391
</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 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 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) As a result of the prepayment of the Senior Subordinated Notes, the Company
recorded 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
issue costs.

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

(g) 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.

(h) 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.

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

(j) 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."

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, Tel Aviv, Helsinki,
Berlin and Oberhausen and has franchised 12 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 1,768,165
shares of Class A Common Stock which may be offered and sold in the Offering).
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 107,518,271 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 1,768,165 shares of Class A Common
Stock which may be offered and sold in the Offering. In addition, the Company
has outstanding options to purchase up to (i) 3,072,747 shares of Class A Common
Stock at an exercise price of $7.88 per share, (ii) 831,996 shares of Class A
Common Stock at an exercise price of $14.00 per share, (iii) 543,000 shares of
Class A Common Stock at an exercise price of $15.00 per share, (iv) 782,500
shares of Class A Common Stock at an exercise price of $22.63 per share and (v)
480,000 shares of Class A Common Stock at an exercise price of $24.00 per share.
See "Management -- Share Incentive Plans." All the shares of Class A Common
Stock that were issued in the Initial Public Offerings, the Washington/Maui
Exchange, the New York Exchange and the Supplemental London Exchange (13,281,732
shares) are freely tradeable and, upon the effectiveness of the Registration
Statement of which this Prospectus forms a part, the 1,768,165 shares of Class A
Common Stock which may be offered and sold in the Offering 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, 94,236,524 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."

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.

10
<PAGE> 13

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 October 1, 1996, the last sale price of the Class A
Common Stock was $27.875 per share. On October 1, 1996, there were 1,780
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 October 1, 1996:

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

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

(a) 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. 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 as of June 30, 1996.

<TABLE>
<CAPTION>
JUNE 30, 1996 (IN
THOUSANDS EXCEPT
SHARE DATA)
------------------
<S> <C>
Current portion of long-term debt.......................................... $ 30
========
Long-term debt, excluding current portion:
Credit Agreement(a)...................................................... $ --
Equipment notes payable.................................................. 1,068
--------
Total long-term debt, excluding current portion.................. 1,068
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;
94,215,057 shares issued and outstanding.............................. 942
Class B Common Stock, $.01 par value; 25,000,000 shares authorized;
11,545,706 issued and outstanding..................................... 115
Capital in excess of par value........................................... 251,603
Deferred compensation.................................................... (647)
Retained earnings........................................................ 24,798
Cumulative currency translation adjustment............................... (420)
--------
Total stockholders' equity....................................... 276,391
--------
Total capitalization........................................ $277,459
========
</TABLE>

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

(a) The Company has an unsecured $50.0 million revolving credit line which
expires in May 1998. There were no outstanding borrowings thereunder at
June 30, 1996.
(b) Excludes 4,583,407 shares issuable upon exercise of outstanding options
held by approximately 475 employees of the Company and by certain
celebrities as of June 30, 1996.

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 six months ended July 2, 1995 and June 30, 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 six months ended June 30, 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
------------------------------
THE PREDECESSORS(a) SIX MONTH
-------------------------------------------- PERIODS ENDED
FISCAL(b) -------------------
--------------------------------------------------------- JULY 2, JUNE 30,
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).............................. 3,494 20,441 30,677 125,932 270,606 117,549 162,391
Costs and expenses(c):
Cost of sales.......................... 1,013 4,471 7,962 35,292 76,462 33,126 42,613
Operating expenses..................... 2,273 7,505 13,120 59,683 116,805 48,840 69,848
General and administrative............. 6,013 10,024 12,203 19,641 20,057 7,928 9,291
Depreciation and amortization.......... 508 3,078 2,818 16,231 22,182 10,096 13,895
Equity in (income) loss of
unconsolidated
affiliates........................... -- -- 198 -- (848) (40 ) (1,405)
------- ------- ------- -------- -------- -------- --------
Total costs and expenses......... 9,807 25,078 36,301 130,847 234,658 99,950 134,242
------- ------- ------- -------- -------- -------- --------
Income (loss) from operations............ (6,313) (4,637) (5,624) (4,915) 35,948 17,599 28,149
Interest income (expense), net........... (69) (273) 142 (4,054) (11,229) (3,131 ) (4,291)
Gain on sale of subsidiary interests..... -- -- -- -- 611 -- --
Minority interests....................... 1,979 395 223 (299) (3,728) (1,746 ) (1,036)
Provision for income taxes(d)............ -- -- -- -- (875) -- (8,330)
------- ------- ------- -------- -------- -------- --------
Income before extraordinary item......... (4,403) (4,515) (5,259) (9,268) 20,727 12,722 14,492
Extraordinary item(e).................... -- -- -- -- -- -- (10,421)
------- ------- ------- -------- -------- -------- --------
Net income (loss)........................ $(4,403) $(4,515) $(5,259) $ (9,268) $ 20,727 $12,722 $ 4,071
======= ======= ======= ======== ======== ======= ========
Earnings per share:
Income before extraordinary item(f).... $ .24 $ .15 $ .15
Extraordinary item..................... -- -- (.11)
Net income............................. .24 .15 .04
Weighted average number of shares
outstanding (in thousands)............. 87,111 87,111 96,034
Pro forma income before extraordinary
item(g)................................ $ 20,476 $ 14,905
Pro forma income before extraordinary
item per share(g)...................... $ .20 $ .14
Weighted average number of pro forma
shares outstanding (in thousands)...... 100,365 104,174
Supplemental pro forma income before
extraordinary item(h).................. $ 26,964 $ 18,047
Supplemental pro forma income per share
before extraordinary item(h)........... $ .26 $ .17
Weighted average number of supplemental
pro forma shares outstanding (in
thousands)............................. 103,319 107,346
</TABLE>

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

(Footnotes appear on the following page)

14
<PAGE> 17

<TABLE>
<CAPTION>
THE PREDECESSORS(a) THE COMPANY
-------------------------------------------- -------------------
FISCAL(b)
--------------------------------------------------------- JUNE 30,
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 $ 66,348
Total assets................ 15,196 30,841 80,183 144,923 240,185 346,684
Long-term debt.............. 3,155 4,724 30,091 82,819 122,745 1,068
Minority interests.......... -- 2,605 4,507 8,959 10,466 --
Redeemable warrants......... -- -- -- -- 15,000 --
Stockholders' equity........ 311 (4,204) 16,298 7,459 28,145 276,391
</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.

(f) 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 recorded an extraordinary charge of approximately $10.4
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 six months ended July 2, 1995 and June 30, 1996. The
table also sets forth certain relevant operating data for the periods presented.

17
<PAGE> 20

<TABLE>
<CAPTION>
SIX MONTHS ENDED
FISCAL ---------------------
------------------------- JULY 2, JUNE 30,
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% 24.0% 22.7%
Merchandise cost of sales(b)................... 39.1 36.8 36.4 35.9 34.6
Operating expenses(c).......................... 47.7 49.7 44.1 42.4 44.4
General and administrative..................... 39.8 15.6 7.4 6.7 5.7
Depreciation and amortization.................. 9.2 12.9 8.2 8.6 8.6
Equity in (income) losses of unconsolidated
affiliates.................................. 0.6 -- (0.3) -- (0.9)
Total costs and expenses............... 118.3 103.9 86.7 85.0 82.7
Income (loss) from operations.................... (18.3) (3.9) 13.3 15.0 17.3
Interest income (expense), net................... 0.5 (3.2) (4.2) (2.7) (2.6)
Gain on sale of subsidiary interests............. -- -- 0.2 -- --
Minority interests............................... 0.7 (0.2) (1.4) (1.5) (0.6)
Provision for income taxes....................... -- -- (0.2) -- (5.1)
Income (loss) before extraordinary item.......... (17.1) (7.4) 7.7 10.8 9.0
OPERATING DATA:
Units open at period end:
Company-owned.................................. 4 15 23 19 28
Franchised..................................... 3 3 6 4 9
----- ----- ----- -------- --------
Total.................................. 7 18 29 23 37
Food and beverage revenues(c).................... 66.6% 65.2% 60.7% 60.1% 63.1%
Merchandise revenues(c).......................... 33.4 34.8 39.3 39.9 36.9
----- ----- ----- -------- --------
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.

Six months ended June 30, 1996 compared to six months ended July 2, 1995

Revenues. Total revenues increased 38.1% from $117.5 million for the six
months ended July 2, 1995 to $162.4 million for the six months ended June 30,
1996.

Direct revenues increased 36.5% from $115.2 million for the six months
ended July 2, 1995 to $157.3 million for the six months ended June 30, 1996, due
primarily to the opening of nine Company-owned units after the second quarter of
fiscal 1995 with five units opening in the six months ended June 30, 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 4.0% from
$50.7 million for the six months ended July 2, 1995 to $48.7 million for the six
months ended June 30, 1996. As a percentage of Direct Revenues, merchandise
sales for all Company-owned units decreased from 39.9% for the six months ended
July 2, 1995 to 36.9% for the six months ended June 30, 1996. Franchise fees
were $3.0 million for the six months ended June 30, 1996, as compared to $2.0
million in 1995. Royalties increased from $0.3 million for the six months ended
July 2, 1995 to $2.1 million for the six months ended June 30, 1996, due
primarily to the opening of the Official All Star Cafe in Cancun in the first
quarter of 1996, the opening of four franchised Planet Hollywood units after the
second 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 24.0% of food
and beverage revenues for the six months ended July 2, 1995 to 22.7% for the six
months ended June 30, 1996, primarily as a result of improved buying power and
efficiencies from the greater unit base, allowing for favorable negotiations
with suppliers. Merchandise costs decreased from 35.9% of merchandise revenues
for the six months ended July 2, 1995 to 34.6% for the six months ended June 30,
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 42.4% of Direct Revenues for
the six months ended July 2, 1995 to 44.4% for the six months ended June 30,
1996, primarily due to the effect of the opening of Company-owned units in
Europe since the second quarter of 1995 and the lower operating costs of the
Planet Hollywood unit in Cancun included in the second quarter of 1995.

General and administrative expenses increased from $7.9 million for the six
months ended July 2, 1995 to $9.3 million for the six months ended June 30,
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 6.7% for the six months ended July 2,
1995 to 5.7% for the six months ended June 30, 1996, as a result of the larger
number of units in operation during the second quarter of fiscal 1996.
Depreciation and amortization increased 37.6% from $10.1 million for the six
months ended July 2, 1995 to $13.9 million for the six months ended June 30,
1996, due primarily to the larger number of units in operation during the second
quarter of fiscal 1996. As a percent of total revenues, depreciation and
amortization costs remained 8.6% for the six months ended July 2, 1995 and June
30,1996. Equity in income of unconsolidated affiliates increased from $40,000
for the six months ended July 2, 1995 to $1.4 million for the six months ended
June 30, 1996, which was attributable to the Company's minority investment in
ECE acquired in the 3rd quarter of fiscal 1995.

Interest expense, net. Net interest expense increased from $3.1 million
for the six months ended July 2, 1995 to $4.3 million for the six months ended
June 30, 1996, due primarily to first quarter of 1996 interest charges
associated with the Senior Subordinated Notes (issued in August 1995). These
Notes, along with essentially all Company debt, were repaid in April 1996 with
the proceeds from the Initial Public Offering.

Others. Minority interests decreased from $1.7 million for the six months
ended July 2, 1995 to $1.0 million for the six months ended June 30, 1996, due
to the acquisition by the Company of all minority interests in the second
quarter of 1996.

Provision for Income Taxes. The provision for income taxes was $8.3
million for the six months ended June 30, 1996. For the six months ended July 2,
1995, the Company had no provision for income taxes due to a reversal of a
portion of the Company's deferred tax valuation allowance.

Extraordinary item, net. The Company recorded an extraordinary charge in
the second quarter of 1996 of $10.4 million, net of $5.9 million in taxes, as a
result of the early extinguishment of long-term notes payable.

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

19
<PAGE> 22

1995, due primarily to greater operating efficiencies and increased knowledge of
store trends allowing management to anticipate more accurately unit level labor
needs.

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.

20
<PAGE> 23

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 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

During the quarter ended June 30, 1996, the Company completed an initial
public offering and received approximately $193.0 million in net proceeds. The
Company used a portion of these proceeds to pay certain indebtedness of
approximately $66.3 million of notes payable to an affiliate of a director of
the Company, $60.0 million of Senior Subordinated Notes held by institutional
investors, $5.0 million of equipment notes payable and notes payable totaling
$4.5 million to the President and Chairman of the Company. The remaining of such
net proceeds will be used for general corporate purposes, including the
development and construction of new units during 1996.

The following table presents a summary of the Company's cash flows for
fiscal 1993, 1994 and 1995 and the six months ended June 30, 1996 (dollars in
thousands):

<TABLE>
<CAPTION>
SIX MONTHS
FISCAL ENDED
------------------------------ JUNE 30,
1993 1994 1995 1996
-------- -------- -------- -----------
<S> <C> <C> <C> <C>
Net cash provided by (used in) operating
activities................................. $ (9,560) $ (3,146) $ 33,370 $ 30,506
Net cash used in investing activities........ (32,503) (52,490) (75,599) (39,402)
Net cash provided by (used for) financing
activities................................. 41,395 49,816 52,128 56,863
Net increase (decrease) in cash and cash
equivalents................................ (668) (5,820) 9,899 47,967
</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.

21
<PAGE> 24

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 $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 six
months of fiscal 1996 was $30.9 million. The increase as compared to the
corresponding period in the prior year primarily reflects net income of $4.1
million, increases in accounts payable of $6.3 million offset by increases in
capitalized pre-opening costs ($6.0 million) and increases in other assets ($4.1
million). Net cash used in investing activities for the first six months of
fiscal 1996 was $39.4 million primarily as a result of continued development and
construction of new units. Net cash provided by financing activities for the
first six months of fiscal 1996 was $56.4 million.

The Company expects to open approximately 8 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 million net proceeds to the Company from the
Initial Public Offerings, the Company used approximately $135.8 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, $5.0 million of equipment notes payable and $4.5 million of notes
payable to Messrs. Barish and Earl. The remaining $57.6 million 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

22
<PAGE> 25

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

25
<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 June 30, 1996, the Company, together with its franchisees and
licensees, operated 37 units located in 11 countries throughout North America,
Europe and Asia, of which 28 were Company-owned. In July, August and September
1996, eight additional Planet Hollywood units opened, including three Company-
owned units and five franchised units. The Company currently expects to open a
total of approximately four Company-owned units during the remainder of fiscal
1996 and anticipates that its franchisees will open approximately five units
during the remainder of fiscal 1996. The following tables provide information
about the Company-owned and franchised units that were operating at June 30,
1996.

COMPANY-OWNED UNITS

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<PAGE> 30

<TABLE>
<CAPTION>
APPROXIMATE APPROXIMATE
LOCATION MONTH OPENED SQUARE FOOTAGE SEATING CAPACITY
- --------------------------------------------- ------------------ -------------- ----------------
<S> <C> <C> <C>
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
Myrtle Beach, South Carolina(e).............. April 1996 -- --
Nashville, Tennessee......................... June 1996 20,200 200
Seattle, Washington.......................... June 1996 18,100 300
OFFICIAL ALL STAR CAFE
New York, New York........................... December 1995 36,000 650
Orlando, Florida(f).......................... April 1996 -- --
</TABLE>

FRANCHISED UNITS

<TABLE>
<CAPTION>
APPROXIMATE APPROXIMATE
LOCATION MONTH OPENED SQUARE FOOTAGE SEATING CAPACITY
- --------------------------------------------- ------------------ -------------- ----------------
<S> <C> <C> <C>
PLANET HOLLYWOOD
Costa Mesa, California(g).................... October 1992 9,350 265
Cancun, Mexico(h)............................ November 1992 10,800 330
Hong Kong(i)................................. May 1994 20,200 355
Jakarta, Indonesia(i)........................ October 1994 17,300 380
Helsinki, Finland(j)......................... October 1995 16,800 300
Barcelona, Spain............................. November 1995 17,000 300
Sydney, Australia............................ May 1996 19,000 300
Buenos Aires, Argentina(k)................... June 1996 -- --
Singapore, Singapore(k)...................... June 1996 -- --
OFFICIAL ALL STAR CAFE
Cancun, Mexico(h)............................ 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 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."

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<PAGE> 31

(e) A stand-alone retail store opened in April 1996 and the Company expects to
open a restaurant-merchandise store in the second half of 1996. The
Company, for internal purposes, does not consider a stand-alone
Company-owned retail store to be an "opened" Planet Hollywood unit until
the corresponding restaurant unit is opened.
(f) A stand-alone retail store opened in April 1996 and the Company expects to
open a restaurant-merchandise store in 1997.
(g) 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.
(h) The Planet Hollywood and Official All Star Cafe units in Cancun are owned
by ECE. See "-- Franchising."
(i) 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.
(j) At June 30, 1996, the Helsinki unit was franchised by a company in which
the Company owned a 15% interest. In August 1996, the Company acquired the
remaining 85% interest in the franchisee company.
(k) A stand-alone retail store opened in June 1996 and the Company expects to
open a restaurant-merchandise store in 1997. For internal purposes, the
Company will not consider the Singapore unit to be "opened" until the
corresponding restaurant unit is opened due to the Company's 50% ownership
interest in the franchisee, Planet Hollywood (Asia) Pte. Ltd. See
"-- Franchising."

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 June 30, 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
Cozumel, Mexico.................................................... Franchised
Disneyland, Paris*................................................. Company-owned
Gatwick Airport, England........................................... Company-owned
Los Cabos, Mexico*................................................. Franchised
Melbourne, Australia............................................... Franchised
Moscow, Russia*.................................................... Franchised
Oberhausen, Germany*............................................... Company-owned
Puerto Vallarta, Mexico*........................................... Franchised
Toronto, Canada.................................................... Company-owned
Vancouver, Canada.................................................. Company-owned
OFFICIAL ALL STAR CAFE
Atlantic City, New Jersey.......................................... Company-owned
Las Vegas, Nevada.................................................. Company-owned
MARVEL MANIA
Universal Studios, Los Angeles, California......................... Joint venture
</TABLE>

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

* Opened units as of the date of this Prospectus.

There can be no assurance, however, that any of the foregoing units that have
not already opened will open during 1996 or at all.

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.

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 typically 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.

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<PAGE> 33

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, Russia, Switzerland, Australia, South
America and the Caribbean. 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 in Kuala Lumpur or Taipei, 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." In June 1996, the Company entered into a franchise
arrangement with an unrelated party which is expected to open a Planet Hollywood
merchandise store in Bangkok, Thailand by the end of 1996, to be followed by a
restaurant unit by March 1, 1997. Such franchisee simultaneously entered into a
management agreement with PH Asia pursuant to which PH Asia will manage the
Planet Hollywood unit in Bangkok. Pursuant to the franchise arrangement, such
franchisee has the right for a period of five years, upon payment of an
additional customary franchise fee, to acquire a franchise to open an All Star
Cafe unit in Thailand. Such franchisee also has a limited right of first refusal
to purchase any additional franchises of the Company to operate Planet
Hollywood, All Star Cafe or other theme-oriented restaurant units in Thailand.

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."

In June 1996, the Company entered into a franchise arrangement with an
unrelated party which is expected to open a Planet Hollywood unit in Zurich,
Switzerland by the end of 1996. Pursuant to the agreement, such franchisee has
the right to acquire a second franchise to open a Planet Hollywood unit in
Geneva, Switzerland by December 1, 1997 and to acquire a third franchise by June
2000 to open a unit in Saint Moritz, Switzerland.

In addition, in June 1996 the Company entered into franchise arrangements
with five affiliated entities which are unrelated to the Company and which are
expected to open Planet Hollywood units in Buenos Aires, Argentina, Santiago,
Chile, Sao Paulo and Rio de Janeiro, Brazil and Nassau, Bahamas. Pursuant to the
agreements, such franchisees must open Planet Hollywood merchandise stores in
Buenos Aires and Nassau by the end of 1996, in Sao Paulo by the end of 1997 and
in Santiago and Rio de Janeiro by the end of 1998. Such franchisees have the
right to acquire a franchise for an additional Planet Hollywood unit in Punta
del Este, Uruguay if a merchandise store is opened by them in such location by
the end of 1998, and also have the right to acquire additional franchises to
operate Planet Hollywood units in any four cities within Argentina, Brazil,
Chile, Uruguay and the Bahamas. In addition, such franchisees have the right of
first refusal to acquire any Planet Hollywood units to be franchised by the
Company within certain countries in the Caribbean and Latin America.

Also in June 1996, All Star entered into a franchise arrangement with an
unrelated party which is expected to open an Official All Star Cafe unit in
Melbourne, Australia by the end of 1996. Pursuant to the arrangement, such
franchisee may elect to have All Star manage the facility for a fee.

In August 1996, the Company entered into a franchise arrangement with an
unrelated third party which is expected to open a Planet Hollywood merchandise
store in Beirut, Lebanon by the end of 1996. Pursuant to the franchise
agreement, the franchisee has the right of first refusal to acquire any other
Planet Hollywood units or Official All Star Cafe units to be franchised by the
Company within Lebanon.

In addition, in September 1996, the Company entered into a franchise
arrangement with an unrelated third party which is expected to open a Planet
Hollywood merchandise store in Hamburg, Germany by the end of 1996, to be
followed by a restaurant unit by June 30, 1997. Pursuant to the agreement, in
the event the Company desires to franchise the right to develop other Planet
Hollywood units within certain geographic regions of Germany during the next
five years, it must first negotiate in good faith with the franchisee in order
to provide it with the opportunity to acquire such franchise.

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%

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<PAGE> 35

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 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 has 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

33
<PAGE> 36

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 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

34
<PAGE> 37

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 June 30, 1996, the Company employed approximately 6,400 persons, 175
of whom were corporate management and administrative employees, 625 were
restaurant and merchandise management personnel, and 5,600 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
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

35
<PAGE> 38

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 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 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 June 30, 1996):

<TABLE>
<CAPTION>
NAME AGE POSITION
- ----------------------------------- --- --------------------------------------------
<S> <C> <C>
Keith Barish....................... 51 Chairman of the Board and Director
Robert Earl........................ 45 President, Chief Executive Officer and
Director
Ong Beng Seng...................... 50 Director
Isadore Sharp...................... 64 Director
Robert Krasnow..................... 59 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................... 43 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.

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<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 1965. 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
June 30, 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..................... 36 Vice President of Finance, Planet Hollywood
John McCann........................ 48 Vice President of Development, Planet
Hollywood
David Terry........................ 39 Vice President of Operations, Official All
Star Cafe
C. Dawn Wadsworth.................. 33 Vice President of Finance, Official All Star
Cafe
James Stanley...................... 45 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

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<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 560 employees and independent
contractors hold options (the "Options") to purchase a total of 1,890,243 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 872,747
shares of Class A Common Stock at a price of $7.88 per share, Options granted in
March 1996 to purchase a total of 174,996 shares of Class A Common Stock at an
exercise price of $14.00 per share, 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 and Options granted in July 1996 to purchase a total of 782,500 shares
of Class A Common Stock at an exercise price of $22.63 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, 36 celebrities hold options to purchase a
total of 3,820,000 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, 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 and Options granted in July 1996 to purchase a total
of 480,000 shares of Class A Common Stock at an exercise price of $24.00 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

43
<PAGE> 46

reason other 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

<TABLE>
<CAPTION>
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)............................................. 201,111 *
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).................................................. 5,000 *
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 95,972,565 shares of Class A Common Stock outstanding, including
1,768,165 shares of Class A Common Stock which are held by, or issuable
upon exercise of the Warrants to, the Selling Stockholders.
(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 c/o International Management Group, 1
Erieview Plaza, Suite 1300, Cleveland, Ohio 44114.
(m) The address for Mr. Gonzalez is c/o Kimberly Clark de Mexico, Hose Luis
Lagrange, No. 103, 3rd Floor, Colonia, Los Morales, 11510 Mexico, D. F.
(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.

46
<PAGE> 49

SELLING STOCKHOLDERS

The following table sets forth certain information furnished by each
Selling Stockholder with respect to the total number of shares of Class A Common
Stock held by, or underlying exercisable Warrants of, such Selling Stockholder.
See "Description of Capital Stock -- Warrants." Each Selling Stockholder has
advised the Company that it has exercised or expects to exercise all its
Warrants and to offer for sale from time to time all the shares of Class A
Common Stock underlying such Warrants pursuant to this Prospectus.

<TABLE>
<CAPTION>
NUMBER OF SHARES OF
CLASS A COMMON
NAME STOCK*
- -------------------------------------------------------------------------- --------------------
<S> <C>
Cudd & Co................................................................. 340,851
Altamira Select American Fund............................................. 85,213
Electra Investment Trust PLC.............................................. 279,605
Electra Associates, Inc................................................... 39,943
First Brittania Mezzanine Capital B.V..................................... 170,425
Planetco Ventures Limited................................................. 170,426
American Bankers Insurance Company of Florida............................. 42,606
American Bankers Life Assurance Company of Florida........................ 21,303
American Reliable Insurance Company....................................... 21,303
Federal Warranty Service Corporation...................................... 42,606
Sureway, Inc.............................................................. 42,606
Raptor Global Fund L.P.................................................... 21,346
Raptor Global Fund Ltd.................................................... 25,308
Tudor BVI Futures, Ltd.................................................... 128,131
Tudor Arbitrage Partners L.P.............................................. 38,246
The Travelers Insurance Company........................................... 57,519
The Travelers Indemnity Company........................................... 56,241
The Travelers Life and Annuity Company.................................... 6,391
The Phoenix Insurance Company............................................. 7,669
ORIX USA Corporation...................................................... 127,819
Chris Anderson............................................................ 21,303
James J. Goll............................................................. 4,261
Eugene M. Matalene, Jr.................................................... 4,261
Robert W. Pangia.......................................................... 4,261
**........................................................................
--------------------
Total........................................................... 1,768,165
================
</TABLE>

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

* Each Selling Stockholder holds shares or warrants for shares representing
less than one percent of the outstanding Class A Common Stock.
** Additional Selling Stockholders to be named supplementally.

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

47
<PAGE> 50

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.

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).

48
<PAGE> 51

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 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 October 1, 1996, the Company had outstanding 95,972,565 shares of Class A
Common Stock, 11,545,706 shares of Class B Common Stock and no shares of
Preferred Stock. As of October 1, 1996, there were 1,780 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

49
<PAGE> 52

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.

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 1,533,831 shares of Class
A Common Stock. 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.

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

50
<PAGE> 53

outstanding at the time the transaction commenced (excluding for purposes of
determining the number of 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

51
<PAGE> 54

stockholder approval in one or more private offerings or other transactions that
might dilute the voting or other 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 107,518,271 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 1,768,165 shares of Class
A Common Stock held by, or issuable upon exercise of outstanding Warrants to,
the Selling Stockholders and which may be offered and sold in the Offering. In
addition, the Company has outstanding options to purchase up to 5,710,243 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, the New
York Exchange and the Supplemental London Exchange are, and upon the
effectiveness of this Registration Statement of which this Prospectus forms a
part, the shares that are held by, or issuable upon the exercise of outstanding
Warrants to, the Selling Stockholders 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 80,089,324 shares of Class A Common Stock 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."

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 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.

52
<PAGE> 55

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, 1999 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, 1999.

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 872,747 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. In July 1996, the Company issued options to certain employees
under the Employee Plan to purchase 782,500 shares of Class A Common Stock and
issued options to certain celebrities under the Celebrity Plan to purchase
480,000 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 5,710,243 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.

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.

53
<PAGE> 56

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.

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

54
<PAGE> 57

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.

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.

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<PAGE> 58

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.

56
<PAGE> 59

PLAN OF DISTRIBUTION

The Class A Common Stock to be offered by the Selling Stockholders may be
sold, from time to time, in 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 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.

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.

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 six month periods ended July 2, 1995 and June 30, 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.

57
<PAGE> 60

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
June 30, 1996 (unaudited)....................................................... F-3
Consolidated Statements of Operations for fiscal 1993, 1994 and 1995 and the six
month periods ended July 2, 1995 and June 30, 1996 (unaudited).................. F-4
Consolidated Statements of Changes in Stockholders' Equity for fiscal 1993, 1994
and 1995 and the six month periods ended July 2, 1995 and June 30, 1996
(unaudited)..................................................................... F-5
Consolidated Statements of Cash Flows for fiscal 1993, 1994 and 1995 and the six
month periods ended July 2, 1995 and June 30, 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> 61

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> 62

PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES

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

JANUARY 1, DECEMBER 31, JUNE 30,
1995 1995 1996
---------- ------------ -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents............................................ $ 5,024 $ 14,923 $ 62,890
Accounts receivable.................................................. 4,683 7,093 8,606
Inventories.......................................................... 15,348 12,769 12,870
Deferred income taxes (Note 10)...................................... -- 8,932 9,103
Preopening costs, net................................................ 6,846 8,437 6,523
Prepaid expenses and other assets.................................... 2,649 3,701 6,242
-------- -------- ---------
Total current assets........................................ 34,550 55,855 106,234
Restricted cash and cash equivalents................................... 3,674 610 541
Property and equipment, net (Note 3)................................... 103,528 169,997 203,612
Other assets, net...................................................... 3,171 6,375 27,328
Deferred income taxes (Note 10)........................................ -- 1,774 1,931
Investment in unconsolidated affiliates (Note 4)....................... -- 5,574 7,038
-------- -------- ---------
Total assets.................................................. $ 144,923 $240,185 $ 346,684
======== ======== =========
LIABILITIES, MINORITY INTERESTS, REDEEMABLE
WARRANTS AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable..................................................... $ 18,576 $ 25,832 $ 26,145
Accrued expenses (Note 5)............................................ 9,087 13,787 13,711
Current portion of notes payable (Note 6)............................ 2,962 708 30
-------- -------- ---------
Total current liabilities..................................... 30,625 40,327 39,886
Deferred rentals....................................................... 3,061 6,502 9,033
Notes payable (Note 6)................................................. 16,458 51,995 1,068
Notes payable to stockholders (Note 7)................................. 66,361 70,750 --
Deferred credits (Note 9).............................................. 12,000 17,000 20,306
-------- -------- ---------
Total liabilities............................................. 128,505 186,574 70,293
-------- -------- ---------
Commitments and contingencies (Notes 11 and 16)........................ -- -- --
Minority interests..................................................... 8,959 10,466 --
-------- -------- ---------
Redeemable warrants (Note 8)........................................... -- 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 94,215,057 issued and
outstanding, respectively.......................................... 800 801 942
Common stock -- Class B non-voting, $.01 par value; 25,000,000 shares
authorized; none, none and 11,545,706 issued and outstanding....... -- -- 115
Capital in excess of par value....................................... 7,568 7,807 251,603
Deferred compensation (Note 8)....................................... (990) (770) (647)
Retained earnings.................................................... -- 20,727 24,798
Cumulative currency translation adjustment........................... 81 (420) (420)
-------- -------- ---------
Total stockholders' equity.................................... 7,459 28,145 276,391
-------- -------- ---------
Total liabilities, minority interests, redeemable warrants
and stockholders' equity.................................. $ 144,923 $240,185 $ 346,684
======== ======== =========
</TABLE>

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

F-3
<PAGE> 63

PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES

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

<TABLE>
<CAPTION>
SIX MONTH
PERIODS ENDED
-------------------------
JULY 2, JUNE 30,
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 $ 115,224 $ 157,276
Royalty (Note 4)........................ 3,181 1,729 1,558 325 2,115
Franchise............................... -- 4,000 4,000 2,000 3,000
------- -------- -------- --------- ---------
30,677 125,932 270,606 117,549 162,391
COSTS AND EXPENSES
Cost of sales (Note 13)................. 7,962 35,292 76,462 33,126 42,613
Operating............................... 13,120 59,683 116,805 48,840 69,848
General and administrative.............. 12,203 19,641 20,057 7,928 9,291
Depreciation and amortization........... 2,818 16,231 22,182 10,096 13,895
Equity in (income) loss of
unconsolidated
affiliates (Note 4).................. 198 -- (848) (40) (1,405)
------- -------- -------- --------- ---------
36,301 130,847 234,658 99,950 134,242
INCOME (LOSS) FROM OPERATIONS............. (5,624) (4,915) 35,948 17,599 28,149
NON-OPERATING INCOME (EXPENSE)
Interest income......................... 385 592 598 96 657
Interest expense (Notes 6 and 7)........ (243) (4,646) (11,827) (3,227) (4,948)
Gain on sale of subsidiary interests.... -- -- 611 -- --
------- -------- -------- --------- ---------
142 (4,054) (10,618) (3,131) (4,291)
INCOME (LOSS) BEFORE MINORITY INTERESTS... (5,482) (8,969) 25,330 14,468 23,858
MINORITY INTERESTS........................ (223) 299 3,728 1,746 1,036
------- -------- -------- --------- ---------
INCOME (LOSS) BEFORE PROVISION FOR INCOME
TAXES................................... (5,259) (9,268) 21,602 12,722 22,822
PROVISION FOR INCOME TAXES (NOTE 10)...... -- -- 875 -- 8,330
------- -------- -------- --------- ---------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM... (5,259) (9,268) 20,727 12,722 14,492
EXTRAORDINARY ITEM, NET................... -- -- -- -- (10,421)
------- -------- -------- --------- ---------
NET INCOME (LOSS)......................... ($5,259) ($ 9,268) $ 20,727 $ 12,722 $ 4,071
======= ======== ======== ========= =========
EARNINGS PER COMMON SHARE AND COMMON SHARE
EQUIVALENT:
Income before extraordinary item........ $ .24 $ .15 $ .15
Extraordinary item...................... -- -- (.11)
Net income.............................. .24 .15 .04
-------- --------- ---------
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING............................. 86,814 86,814 96,034
-------- --------- ---------
</TABLE>

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

F-4
<PAGE> 64

PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(000'S OMITTED)
<TABLE>
<CAPTION>
COMMON STOCK COMMON STOCK CAPITAL
-------------- -------------- IN
EXCESS
CLASS A CLASS B OF
-------------- -------------- PAR RETAINED DEFERRED GENERAL
SHARES AMOUNT SHARES AMOUNT VALUE EARNINGS COMPENSATION PARTNER
------ ------ ------ ------ -------- -------- ------------ --------
<S> <C> <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........
Net loss for the period June 1, 1993 through
December 31, 1993............................. (2,035)
Currency translation adjustment.................
------ ---- ------ ---- -------- ------- ----- -------
Balance at December 31, 1993.................... -- -- -- -- -- -- -- (8,723)
Net loss........................................ (7,322)
Issuance of participation interests.............
Merger of Planet Hollywood, Ltd. and affiliated
entities into Planet Hollywood International,
Inc. ......................................... 78,667 787 6,481 16,045
Employee restricted stock awards................ 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.............. 140
Employee restricted stock awards................ 100 1 99 220
Currency translation adjustment.................
------ ---- ------ ---- -------- ------- ----- -------
Balance at December 31, 1995.................... 80,100 801 -- -- 7,807 20,727 (770) --
Net Income...................................... 4,071
Issuance of Class A common shares -- public
offering...................................... 11,618 116 193,332
Issuance of Class B common shares -- All-Star
acquisition................................... 11,547 115
Issuance of common shares -- London
partnership................................... 905 9 16,276
Issuance of common shares -- New York
partnership................................... 278 3 6,527
Issuance of common shares -- Maui partnership... 251 2 5,896
Issuance of common shares -- Washington
partnership................................... 275 3 6,468
Conversion of redeemable warrants............... 788 8 14,992
Celebrity restricted stock options.............. 305
Employee restricted stock options............... 123
------ ---- ------ ---- -------- ------- ----- -------
Balance at June 30, 1996 (unaudited)............ 94,215 $942 11,547 $115 $251,603 $ 24,798 $ (647) --
====== ==== ====== ==== ======== ======= ===== =======

TOTAL CUMULATIVE TOTAL
LIMITED PARTNERS' TRANSLATION STOCKHOLDERS'
PARTNER EQUITY ADJUSTMENT EQUITY
-------- --------- ----------- ------------
<S> <C> <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 25,750
Net loss for the period June 1, 1993 through
December 31, 1993............................. (541) (2,576) (2,576)
Currency translation adjustment................. (188) (188)
-------- ------- ----- --------
Balance at December 31, 1993.................... 25,209 16,486 (188) 16,298
Net loss........................................ (1,946) (9,268) (9,268)
Issuance of participation interests............. 50 50 50
Merger of Planet Hollywood, Ltd. and affiliated
entities into Planet Hollywood International,
Inc. ......................................... (23,313) (7,268) --
Employee restricted stock awards................ 110
Currency translation adjustment................. 269 269
-------- ------- ----- --------
Balance at January 1, 1995...................... -- -- 81 7,459
Net income...................................... 20,727
Celebrity restricted stock options.............. 140
Employee restricted stock awards................ 320
Currency translation adjustment................. (501) (501)
-------- ------- ----- --------
Balance at December 31, 1995.................... -- -- (420) 28,145
Net Income...................................... 4,071
Issuance of Class A common shares -- public
offering...................................... 193,448
Issuance of Class B common shares -- All-Star
acquisition................................... 115
Issuance of common shares -- London
partnership................................... 16,285
Issuance of common shares -- New York
partnership................................... 6,530
Issuance of common shares -- Maui partnership... 5,898
Issuance of common shares -- Washington
partnership................................... 6,471
Conversion of redeemable warrants............... 15,000
Celebrity restricted stock options.............. 305
Employee restricted stock options............... 123
-------- ------- ----- --------
Balance at June 30, 1996 (unaudited)............ -- -- $(420) $276,391
======== ======= ===== ========
</TABLE>

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

F-5
<PAGE> 65

PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(000'S OMITTED)

<TABLE>
<CAPTION>
SIX MONTH
PERIODS ENDED
----------------------
JULY 2, JUNE 30,
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 $ 12,722 $ 4,071
Adjustments to reconcile net (loss) income to net
cash (used in) provided by operating activities:
Depreciation....................................... 952 4,424 7,727 3,564 5,466
Amortization....................................... 1,866 11,807 14,455 6,532 8,429
Loss on early extinguishment of debt............... -- -- -- -- 10,421
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 1,746 1,036
Equity in (income) losses of unconsolidated
affiliates....................................... 198 -- (848) -- (1,405)
Changes in assets and liabilities:
Accounts receivable.............................. (264) 669 (2,599) (1,509) (1,513)
Due from affiliated entity....................... (3,596) 882 -- -- --
Inventories...................................... (4,374) (8,282) 2,245 2,954 (101)
Prepaid expenses and other assets................ (735) (1,147) (1,188) (1,665) (2,540)
Preopening costs and other assets................ (5,806) (12,261) (15,498) (6,220) (6,040)
Deferred income taxes............................ -- -- (10,706) -- (328)
Accounts payable and accrued expenses............ 2,136 7,993 8,924 (4,658) 6,228
Deferred rentals................................. 345 1,309 3,441 632 2,531
Deferred credits................................. 5,000 -- 2,000 (1,000) 3,306
Other, net....................................... 200 429 10 182 7
-------- -------- -------- -------- --------
Net cash (used in) provided by operating
activities..................................... (9,560) (3,146) 33,370 (13,280) 30,506
-------- -------- -------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment.................. (29,345) (46,531) (80,291) (30,647) (39,081)
Purchase of restaurant from franchisee............... -- (5,600) -- -- --
Purchase of minority interests....................... -- (359) (250) -- --
Investment in affiliated entities.................... (2,313) -- (2,408) -- (59)
Proceeds from sale of subsidiary interest............ -- -- 900 -- --
Proceeds from sale of transportation equipment....... -- -- 6,450 -- --
Loan to affiliated entity............................ (845) -- -- -- --
Additions to other assets............................ -- -- -- -- (262)
-------- -------- -------- -------- --------
Net cash used in investing activities............ (32,503) (52,490) (75,599) (30,647) (39,402)
-------- -------- -------- -------- --------
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 20,000 --
Proceeds from issuance of Common Stock............... -- -- -- -- 193,332
Change in restricted cash and investments............ (1,660) (1,174) 3,064 2,859 69
Repayment of notes payable........................... -- (5,949) (14,716) (561) (65,355)
Repayment of notes payable to stockholders........... -- -- (25,194) -- (70,750)
Distributions to minority interests.................. -- (1,349) (3,209) (608) (271)
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 21,690 56,863
-------- -------- -------- -------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS... (668) (5,820) 9,899 4,323 47,967
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 $ 9,347 $ 62,890
======== ======== ======== ======== ========
</TABLE>

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

F-6
<PAGE> 66

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 June 30, 1996 and for the six month periods
ended July 2, 1995 and June 30, 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> 67

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> 68

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> 69

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> 70

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> 71

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> <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> 72

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> 73

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> 74

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> 75

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> 76

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:

<TABLE>
<CAPTION>
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> 77

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> 78

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> 79

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> 80

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.

In April 1996, the Company completed an initial public offering of
12,406,452 shares of common stock at an offering price of $18.00 per share,
including 1,618,233 shares from the exercise of the Underwriters' over allotment
option. The Company received net proceeds of approximately $193 million.

The Company incurred a one-time extraordinary charge of $10.4 million, net
of $5.9 million in taxes, as a result of the early repayment of the Senior
Subordinated Notes in April 1996.

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.

F-21
<PAGE> 81

PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES

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

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.

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>

The following unaudited pro forma information has been prepared assuming
that these acquisitions took place at the beginning of each period presented.
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>
SIX-MONTH SIX-MONTH
PERIOD ENDED PERIOD ENDED
JULY 2, 1995 JUNE 30, 1996
------------ -------------
<S> <C> <C>
Revenues.......................................... $117,549 $ 162,391
Income before extraordinary item.................. 13,455 14,905
Net income........................................ 13,455 4,484
Income per share before extraordinary item........ $ .13 $ .14
Net income per share.............................. $ .13 $ .04
</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. Such notes were repaid in April 1996 using a portion of the
proceeds from the Company's initial public offering.

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> 82

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> 83

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> 84

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> 85

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> 86

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> 87

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> 88

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> 89

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> 90

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> 91

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> 92

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following Unaudited Pro Forma Combined Statements of Income for the
year ended December 31, 1995 and the six months ended June 30, 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 (the "Minority Interest Exchanges"), as if the
transactions occurred as of the beginning of fiscal 1995 and 1996, respectively.

The Unaudited Pro Forma Combined Statement of Income for the year ended
December 31, 1995 and the six months ended June 30, 1996 also gives effect to
the issuance of 12,406,452 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 if the Initial Public Offerings had
occurred at the beginning of fiscal 1995 and 1996, respectively.

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> 93

UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 1996
(000'S OMITTED, EXCEPT FOR PER SHARE DATA)

<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
------------------------- ------------------------------
MINORITY
PLANET INTEREST
HOLLYWOOD EXCHANGES
INTERNATIONAL ACQUISITION OFFERING
INC. ADJUSTMENTS COMBINED ADJUSTMENTS(G) AS ADJUSTED
------------- ----------- --------- -------------- -----------
<S> <C> <C> <C> <C> <C>
Revenues....................... $ 162,391 $ 162,391 $ 162,391
Costs and expenses:
Cost of sales................ 42,613 42,613 42,613
Operating.................... 69,848 69,848 69,848
General and administrative... 9,291 9,291 9,291
Depreciation and
amortization.............. 13,895 $ 386(a) 14,281 14,281
Equity in income of
unconsolidated
affiliates................ (1,405) (1,405) (1,405)
------- ----- ------ -------- ------
134,242 386 134,628 134,628
Income (loss) from
operations................... 28,149 (386) 27,763 27,763
Non-operating income (expense):
Interest income.............. 657 657 657
Interest expense............. (4,948) (4,948) $4,948(b) --
------- ----- ------ -------- ------
(4,291) -- (4,291) 4,948 657
Income (loss) before minority
interests.................... 23,858 (386) 23,472 4,948 28,420
Minority interests............. 1,036 (1,036)(c) -- --
------- ----- ------ -------- ------
Income (loss) before provision
for income taxes............. 22,822 650 23,472 4,948 28,420
Provision for income taxes..... 8,330 237(d) 8,567 1,806(d) 10,373
------- ----- ------ -------- ------
Income before extraordinary
item......................... $ 14,492 $ 413 $ 14,905 $3,142 $ 18,047
======= ===== ====== ======== ======
Income per share............... $ 0.15 $ 0.14 $ 0.17
======= ====== ======
Weighted average shares
outstanding.................. 96,034 104,174(e) 107,346(f)
======= ====== ======
</TABLE>

F-34
<PAGE> 94

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 and $5,750
of prime rate stockholder debt (8.25% at March 31, 1996), and $60,000 face
value senior subordinated notes, as if the notes had been retired at the
beginning of the period, all of which were repaid from a portion of the
proceeds of the Initial Public Offerings.

(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 1996.

(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 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. 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-35
<PAGE> 95

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-36
<PAGE> 96

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.

(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. 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-37
<PAGE> 97

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

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................ 47
Certain Transactions................ 47
Description of Capital Stock........ 49
Shares Eligible for Future Sale..... 52
Certain United States Federal Tax
Consequences to Non-United States
Holders........................... 54
Plan of Distribution................ 57
Legal Matters....................... 57
Experts............................. 57
Index to Financial Statements....... F-1
</TABLE>

---------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
1,768,165 SHARES

[LOGO] PLANET HOLLYWOOD

CLASS A COMMON STOCK
--------------------
PROSPECTUS
---------------------
OCTOBER , 1996
------------------------------------------------------
------------------------------------------------------
<PAGE> 98

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..................................................... $ 14,969
Printing and engraving expenses.......................................... *
Legal fees and expenses..................................................
Accounting fees and expenses.............................................
----------
Total.......................................................... $
=========
</TABLE>

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

* Other estimates to be filed supplementally.

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> 99

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.

In July 1996, the Registrant granted to employees options to purchase an
aggregate of 782,500 shares of common stock of the Registrant at an exercise
price of $22.63 per share and granted to celebrities options to purchase an
aggregate of 480,000 shares of common stock of the Registrant at an exercise
price of $24.00 per share.

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.
</TABLE>

II-2
<PAGE> 100

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- ----------------------------------------------------------------------------------
<C> <C> <S>
*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.
*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 -- Income per share before extraordinary item (June 30, 1996)
11.5 -- Earnings per share (July 2, 1995)
11.6 -- Pro forma income per share before extraordinary item (June 30, 1996)
11.7 -- Supplemental pro forma income per share before extraordinary item (June 30, 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)
</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 by amendment.

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 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

II-3
<PAGE> 101

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> 102

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 October 3, 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 October 3, 1996
- ------------------------------------------ Director
Keith Barish

/s/ ROBERT EARL Chief Executive Officer and October 3, 1996
- ------------------------------------------ Director (Principal Executive
Robert Earl Officer)

/s/ THOMAS AVALLONE Executive Vice President, Chief October 3, 1996
- ------------------------------------------ Financial Officer and Director
Thomas Avallone (Principal Financial and
Accounting Officer)

/s/ ONG BENG SENG Director October 3, 1996
- ------------------------------------------
Ong Beng Seng

/s/ ISADORE SHARP Director October 3, 1996
- ------------------------------------------
Isadore Sharp

/s/ ROBERT KRASNOW Director October 3, 1996
- ------------------------------------------
Robert Krasnow
</TABLE>

II-5
<PAGE> 103

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ -------------------------------- ----------------
<C> <S> <C>
/s/ MICHAEL TARNOPOL Director October 3, 1996
- ------------------------------------------
Michael Tarnopol

/s/ MARK McCORMACK Director October 3, 1996
- ------------------------------------------
Mark McCormack

/s/ CLAUDIO GONZALEZ Director October 3, 1996
- ------------------------------------------
Claudio Gonzalez
</TABLE>

II-6
<PAGE> 104

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
- ------- --------------------------------------------------------------------------- ------
<C> <C> <S> <C>
*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.
*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 -- Income per share before extraordinary item (June 30, 1996)
11.5 -- Earnings per share (July 2, 1995)
11.6 -- Pro forma income per share before extraordinary item (June 30, 1996)
11.7 -- Supplemental pro forma income per share before extraordinary item (June 30,
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)
</TABLE>

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

<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 INCOME PER SHARE BEFORE EXTRAORDINARY ITEM
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30,
1996
--------------
<S> <C>
Income before extraordinary item............................................... $ 14,492
===========
Weighted average shares outstanding:
Common stock................................................................. 91,733
Assumed conversion of stock options and warrants(1).......................... 4,301
--------------
Total shares......................................................... 96,034
===========
Income per share before extraordinary item........................... $ 0.15
===========
</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.

<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>
SIX MONTHS
ENDED JULY
2, 1995
------------
<S> <C>
Net income....................................................................... $ 12,722
=========
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................................................... $ 0.15
=========
</TABLE>

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

<PAGE> 1

EXHIBIT 11.6

PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES

COMPUTATION OF PRO FORMA INCOME PER SHARE BEFORE EXTRAORDINARY ITEM
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, 1996
------------------
<S> <C>
Income before extraordinary item........................................... $ 14,905
===============
Weighted average shares outstanding:
Common stock............................................................. 91,733
Assumed conversion of stock options and warrants(1)...................... 4,301
Shares issued pursuant to Minority Interest Exchanges(2)................. 8,140
------------------
Total shares..................................................... 104,174
===============
Income per share before extraordinary item....................... $ 0.14
===============
</TABLE>

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

<PAGE> 1

EXHIBIT 11.7

PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES

COMPUTATION OF SUPPLEMENTAL PRO FORMA
INCOME PER SHARE BEFORE EXTRAORDINARY ITEM
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30,
1996
--------------
<S> <C>
Income before extraordinary item............................................... $ 18,047
===========
Weighted average shares outstanding:
Common stock................................................................. 91,733
Assumed conversion of stock options and warrants(1)(4)....................... 2,770
Shares issued pursuant to Minority Interest Exchanges(2)..................... 8,140
Shares issued to retire notes(3)............................................. 4,703
--------------
Total shares......................................................... 107,346
===========
Income per share before extraordinary item........................... $ 0.17
===========
</TABLE>

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

(1) Stock options and warrants granted subsequent to January 1, 1996 (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 2,556 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."

/s/ Price Waterhouse LLP

Price Waterhouse LLP
Orlando, Florida
October 2, 1996