<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
PLANET HOLLYWOOD INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
(Planet Hollywood Logo)
PLANET HOLLYWOOD INTERNATIONAL, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 22, 1998
To Our Stockholders:
The Annual Meeting of Stockholders of Planet Hollywood International, Inc.
(the "Company") will be held at the offices of Bear Stearns & Co., Inc., 245
Park Avenue, 5th floor Auditorium, New York, New York 10167, on May 22, 1998 at
10:00 am (local time) to consider and act upon the following matters which are
more fully described in the accompanying Proxy Statement:
1. The election of three directors (Class II Directors) to the
Company's Board of Directors;
2. Such other business as may properly come before the meeting or any
adjournment thereof.
Stockholders of record as of the close of business on April 6, 1998 will be
entitled to notice of and to vote at the meeting and any adjournment thereof.
The transfer books will not be closed.
IN ORDER TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE DATE, EXECUTE AND
MAIL PROMPTLY THE ENCLOSED PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
By Order of the Board of Directors,
/s/ Scott E. Johnson
Scott E. Johnson, Secretary
Orlando, Florida
April 20, 1998
<PAGE> 3
PLANET HOLLYWOOD INTERNATIONAL, INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 22, 1998
To Our Stockholders:
This Proxy Statement is furnished to stockholders of Planet Hollywood
International, Inc. (the "Company") for use at the Annual Meeting of
Stockholders to be held at 10:00 a.m. (local time) on May 22, 1998 (the "Annual
Meeting"), at the offices of Bear Stearns & Co., Inc., 245 Park Avenue, 5th
floor Auditorium, New York, New York 10167, or at any postponements or
adjournments thereof for the purposes set forth in the accompanying Notice of
Annual Meeting of Stockholders. The approximate date on which this Proxy
Statement and the enclosed proxy card are first being sent to stockholders is
April 20, 1998.
This Proxy Statement and the enclosed proxy is solicited on behalf of the
Board of Directors of the Company. Any stockholder giving a proxy has the right
to revoke it at any time prior to the time it is voted at the Annual Meeting by
filing with the Secretary of the Company a written notice of revocation, by duly
executing and delivering a subsequent proxy bearing a later date, or by
appearing and voting in person at the Annual Meeting. Unless a contrary choice
is indicated on the proxy, all duly executed proxies received by the Company
will be voted:
1. For the election of the three (3) nominees for Class II director;
and
2. In the discretion of the proxy holder with respect to such other
business as may properly come before the meeting or any adjournment
thereof.
At the Annual Meeting, the preliminary results of stockholder voting will
be tabulated by an inspector of elections appointed for the Annual Meeting.
VOTING SECURITIES
The record date for stockholders entitled to vote at the Annual Meeting is
April 6, 1998 (the "Record Date"). The Company has only one class of outstanding
voting shares, namely Class A Common Stock, par value $0.01 per share (the
"Class A Common Stock"), of which there were approximately 97,028,247 shares
outstanding on the Record Date and 3,264 holders of record. Because many
stockholders hold their shares in "street name," the Company estimates that it
has more than 20,000 beneficial owners of its Class A Common Stock.
Class A Common Stock stockholders of record as of the close of business on
the Record Date are entitled to notice of, and to vote at, the Annual Meeting
and any adjournments or postponements thereof. Each share of Class A Common
Stock is entitled to one vote on all matters to come before the Annual Meeting.
Shares of Class A Common Stock cannot be voted at the Annual Meeting unless the
holder is present in person or represented by proxy. The presence, in person or
by proxy, of a majority of stockholders is necessary to constitute a quorum at
the Annual Meeting. Assuming a quorum is present, directors will be elected by a
plurality of the votes cast at the meeting. In accordance with applicable
Delaware law, abstentions and broker non-votes will not affect tabulation of the
vote for directors.
1
<PAGE> 4
BENEFICIAL OWNERSHIP OF SECURITIES
The following table sets forth information regarding the ownership of the
Company's Class A Common Stock on March 31, 1998, 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 director and nominee to the Board of
Directors; (iii) each of the Named Executives (as defined below -- see
"Executive Compensation"); and (iv) directors and executive officers of the
Company as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP OF PERCENT OF
NAME OF BENEFICIAL OWNER CLASS A COMMON STOCK(A) CLASS(%)(A)
- ------------------------ ----------------------- -----------
<S> <C> <C>
Thomas Avallone(b)(c)....................................... 203,788 *
Keith Barish(d)............................................. 22,075,563 22.75
Robert Earl(c)(e)........................................... 22,876,263 23.58
Claudio Gonzalez(f)......................................... 44,444 *
Daniel Harf(c)(g)........................................... 51,777 *
Nathaniel J. Lipman(c)...................................... 1,000 *
Mark McCormack(h)........................................... 5,833 *
Michael Montague(i)......................................... -- --
Ong Beng Seng(j)............................................ 22,650,335 23.34
Isadore Sharp(k)............................................ 16,666 *
Michael Tarnopol(l)......................................... 10,000 *
All directors and executive officers as a group (12
persons)(m)............................................... 67,987,571 70.04
Leisure Ventures, Pte., Ltd.(j)............................. 22,650,335 23.34
</TABLE>
- ---------------
* Represents holdings of less than one percent (1%).
(a) Does not include or account for 11,764,144 shares of non-voting Class B
Common Stock outstanding. Figures do include and account for certain
options to acquire shares of the voting Class A Common Stock which are
exercisable by the listed stockholders within 60 days. Such options are
noted in the stockholders' respective footnotes.
(b) Of Mr. Avallone's 203,788 shares listed above, 202,011 represent shares
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 -- Mr. Avallone, jointly with his spouse, is the 99% limited
partner; Mr. Avallone individually; Mr. Avallone and his spouse; and by Mr.
Avallone's children. The remaining 1,777 shares listed represent shares
underlying options to acquire such shares which are exercisable on or
before May 31, 1998.
(c) The address for each of these beneficial owners is c/o Planet Hollywood
International, Inc., 8669 Commodity Circle, Orlando, Florida 32819.
(d) The address for Mr. Barish is c/o Planet Hollywood International, Inc., 152
W. 57th Street, 6th Floor, New York, N.Y. 10019. The above figure excludes
203,333 shares held by Mrs. Barish. Mr. Barish disclaims beneficial
ownership of such shares.
(e) Other than 100 shares held individually, all of Mr. Earl's shares are held
of record by Ropat Limited Partnership, a Nevada limited partnership, 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. The number of shares listed above
excludes: (1) 38,500 shares held by Shakespeare's Tavern & Playhouse
(London) SARP, a United Kingdom pension plan, and (2) 400,000 shares held
by Celerity Consultants, LTD, the trustee of a trust, the beneficiaries of
which are the children of Mr. Earl, as to which Mr. Earl disclaims
beneficial ownership. Ropat also owns 1,053,793 shares of the Company's
non-registered, non-voting Class B Common Stock, representing approximately
8.9% of such class. An additional 5,808,851 Class B shares (49.3% of the
class) are owned by Serena Holdings, Ltd., as Trustee of the All Star Cafe
Trust, the beneficiaries of which are Mr. Earl's children. Mr. Earl
disclaims beneficial ownership of the shares held by Serena Holdings, Ltd.
2
<PAGE> 5
(f) Of the 44,444 shares listed above, 16,666 shares represent shares
underlying options to acquire such shares which are exercisable on or
before May 31, 1998. 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.
(g) Of the 51,777 shares listed above, 1,777 shares represent shares underlying
options to acquire such shares which are exercisable on or before May 31,
1998.
(h) The address for Mr. McCormick is c/o International Management Group, 1
Erieview Plaza, Suite 1300, Cleveland, Ohio 44114. Mr. McCormick, either
directly or indirectly, owns 679,022 shares of the Company's
non-registered, non-voting Class B Common Stock, representing approximately
5.8% of such class.
(i) The address for Lord Montague is "River Willows" 67 Abingdon Road,
Dorchester-on-Thames, Oxfordshire, OX10 7LB, England.
(j) The shares listed for Mr. Ong are owned of record by Leisure Ventures Pte.,
Ltd. ("LV"). The address for Mr. Ong is c/o Kuo Investments Company, 55
Fifth Avenue, 16th Floor, New York, N.Y. 10003. LV, formally Planet
Hollywood Holdings Pte., Ltd., is a private Singapore company that is
controlled by Mr. Ong indirectly and HPL, a public Singapore company of
which Mr. Ong is the largest stockholder. Mr. Ong disclaims beneficial
ownership of the shares owned of record by LV. The address for LV is c/o
Kuo Investments Company, 55 Fifth Avenue, 16th Floor, New York, N.Y. 10003.
(k) Of the 16,666 shares listed above, 16,666 shares represent shares
underlying options to acquire such shares which are exercisable on or
before May 31, 1998. The address for Mr. Sharp is c/o Four Seasons/ Regent
Hotels and Resorts, 1165 Leslie Street, Don Mills, Ontario, Canada M3C 2K8.
(l) The address for Mr. Tarnopol is c/o Bear, Stearns & Co., Inc., 245 Park
Avenue, New York, NY 10167.
(m) Of the 67,987,571 shares listed above, 44,496 shares represent shares
underlying options to acquire such shares which are exercisable on or
before May 31, 1998.
PROPOSAL NO. 1: ELECTION OF DIRECTORS
Pursuant to the Restated Certificate and Bylaws of the Company, the Board
of Directors 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, McCormack, and Sharp, the Class II directors are Messrs. Gonzalez,
Krasnow and Ong, and the Class III directors are Messrs. Barish, Earl and
Tarnopol. The current terms of the Class I, Class II and Class III directors
will expire, at the annual meeting of the stockholders of the Company in 2000,
1998 and 1999, respectively.
At the 1998 Annual Meeting, three directors (the Class II directors) are to
be elected to serve a three-year term or until their successors have been duly
elected and qualified. Set forth below are the names of, and certain information
with respect to, the persons nominated by the Board of Directors for election as
directors. It is intended that all duly executed proxies in the accompanying
form will be voted for the election of such nominees, unless such authorization
has been withheld.
Authority granted to the persons named in the proxy to vote for nominees is
limited to the three nominees proposed by the Board of Directors and named
below, and proxies cannot be voted for a greater number of persons than the
number of nominees named. The Board of Directors is not aware that any of the
nominees will be unavailable for service as of the date of the meeting. If, for
any reason, any of the nominees shall become unavailable for election, an event
which is not presently anticipated, discretionary authority may be exercised by
the persons named in the proxy to vote for substitute nominees proposed by the
Board of Directors.
3
<PAGE> 6
Information with respect to the nominees for election to the Board of
Directors, furnished in part by each such person, is as follows:
<TABLE>
<CAPTION>
NAME, AGE AND POSITION WITH THE
COMPANY OTHER THAN DIRECTOR OCCUPATION AND OTHER INFORMATION
------------------------------- --------------------------------
<S> <C>
Claudio Gonzalez, 63...................... Mr. Gonzalez has been a director of the Company since
June 1996, his term as director to end in 1998. 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, Banco Nacional de
Mexico, Grupo Televisa, Grupo Carso, Grupo Industrial
Alfa, Impulsora del Fondo Mexico, Telefonos de Mexico,
and Grupo Modelo and of J.P. Morgan International
Advisory Board.
Michael Montague, 66...................... Lord Montague is a businessman who has also led a series
of British Government appointed organizations. These
include the English Tourist Board, the National
Consumer Council and the British National Export
Council (Asia). Beginning in 1965 Lord Montague was
elected Chairman of Valor p.1.c., a diversified
manufacturing company ("Valor"). In 1987 Valor
acquired the American companies Yale Security, Inc., a
lock manufacturer, and NuTone, Inc., a manufacturer of
intercoms, lighting equipment and extraction fans
(changing its name to Yale and Valor p.1.c.). In 1991
Yale and Valor p.1.c. merged with Williams Holdings
Ltd. Lord Montague is currently Chairman of Super-
frame p.1.c., a manufacturer of display equipment for
supermarkets, and Acorn Assets, property developers.
He is also a non-executive director of Jarvis Hotels
p.1.c., an operator of 68 hotels in Britain. Lord
Montague is a Governor of Oxford Brookes University
and Chairman of its Audit Committee. In 1970 Lord
Montague was appointed a Commander of the British
Empire, and in 1997 to the British Parliament as a
Baron for life, with the title of Lord Montague of
Oxford.
Ong Beng Seng, 51......................... Mr. Ong has been a director of the Company since
February 1996, his term as director to end in 1998. He
is a co-founder and has been a Managing Director since
1980 of Hotel Properties Limited ("HPL"), a Singapore
publicly-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.
</TABLE>
4
<PAGE> 7
Information with respect to all other Directors of the Company, furnished
in part by each such person, is as follows:
<TABLE>
<CAPTION>
NAME, AGE AND POSITION WITH THE
COMPANY OTHER THAN DIRECTOR OCCUPATION AND OTHER INFORMATION
------------------------------- --------------------------------
<S> <C>
Thomas Avallone, 39....................... Mr. Avallone, Executive Vice President, Chief Financial
Executive Vice President and Chief Officer and director of the Company, has been involved
Financial Officer 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, his term as director to end in
2000. 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. Mr. Avallone is a member of the
American Institute of Certified Public Accountants and
the New York State Society of Certified Public
Accountants.
Keith Barish, 53.......................... Mr. Barish is a co-founder of the Company and a movie
Chairman of the Board of Directors producer who has been instrumental in securing the
support of many of the Company's celebrity
stockholders. Mr. Barish is a renowned movie producer
who 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 the Company since
its organization, his term as director to end in 1999.
Robert Earl, 46........................... Mr. Earl co-founded the Company with Mr. Barish in 1991
President, Chief Executive Officer 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 p.1.c. ("Pleasurama") and
joined the Pleasurama management team, where he
assumed responsibility for the management of another
theme restaurant, Hard Rock Cafe International p.1.c.
("Hard Rock Cafe"). During his five years in charge of
Hard Rock Cafe, Mr. Earl pioneered its expansion from
seven to twenty-two 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 the Company since its
organization, his term as director to end in 1999.
</TABLE>
5
<PAGE> 8
<TABLE>
<CAPTION>
NAME, AGE AND POSITION WITH THE
COMPANY OTHER THAN DIRECTOR OCCUPATION AND OTHER INFORMATION
------------------------------- --------------------------------
<S> <C>
Mark McCormack, 67........................ Mr. McCormack has been a director of the Company since
June 1996, his term as director to end in 2000. 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. McCormick has also
authored a number of best-selling business and
management books.
Isadore Sharp, 66......................... Mr. Sharp has been a director of the Company since
February 1996, his term as director to end in 2000. In
1961, Mr. Sharp founded Four Seasons Hotels, Inc., and
is currently its Chairman and Chief Executive Officer.
Mr. Sharp has also been a director of the Bank of Nova
Scotia since 1990.
Michael Tarnopol, 61...................... Mr. Tarnopol has been a director of the Company since
June 1996, his term to end in 1999. Mr. Tarnopol has
been a Senior Managing Director and Chairman of the
Investment Banking Division of Bear, Stearns & Co.,
Inc. ("Bear Stearns") since 1985. Mr. Tarnopol joined
Bear Stearns in 1975 and headed the firms'
International Department from 1975 until 1985, at
which time he was appointed head of the Mergers &
Acquisitions Department of Bear Stearns. He is Vice
Chairman of the Board of Directors of Bear Stearns and
Chairman of Bear Stearns International, Ltd. Mr.
Tarnopol is currently a director of Avis
International, Inc. and NRT, Inc. He is also a Trustee
of the University of Pennsylvania and a member of the
Board of Overseers of the Wharton School of Business.
</TABLE>
INFORMATION RELATING TO THE BOARD OF DIRECTORS
AND CERTAIN COMMITTEES OF THE BOARD
The Board of Directors held four meetings during 1997. Other than Messrs.
McCormack, Ong, and Sharp, who each missed one of the Board meetings, each
director attended all four meetings.
The Board of Directors has an Audit Committee, a Compensation Committee and
a Stock Option Committee. The general functions of such committees, the identity
of each committee member and the number of committee meetings held by each
committee during 1997 are set forth below.
AUDIT COMMITTEE
The current members of the Audit Committee are Messrs. Gonzalez, Krasnow,
Ong, and Tarnopol. The general functions of the Audit Committee include making
recommendations to the Board regarding the independent auditors, reviewing the
independence of such auditors, approving the scope of the annual activities of
the independent auditors and reviewing audit results. The Audit Committee held
four meetings during 1997. All Audit Committee members attended each of the four
meetings.
COMPENSATION COMMITTEE
The current members of the Compensation Committee are Messrs. Earl, Sharp
and Krasnow. Mr. Earl is employed by the Company and serves as its President and
Chief Executive Officer. The general functions of the Compensation Committee
include recommending compensation plans and arrangements with respect to certain
of the Company's executive officers. The Compensation Committee held one meeting
in 1996 at which compensation for these four officers was increased for fiscal
1997. See "Board Compensation Committee Report on Executive Compensation." All
Compensation Committee members attended the meeting.
6
<PAGE> 9
STOCK OPTION COMMITTEE
The current members of the Stock Option Committee are Mr. Barish and Mr.
Earl. The general functions of the Stock Option Committee include administering
the two Stock Award and Incentive Plans for employees and other persons
associated with the Company. Mr. Barish and Mr. Earl are not entitled to receive
stock options under any of the Company's benefit plans. The Stock Option
Committee held four meetings in 1997. All Stock Option Committee members
attended each of the four meetings.
EXECUTIVE OFFICERS
WHO DO NOT SERVE AS DIRECTORS
Daniel Harf, 39 Senior Vice
President of Operations Official
All Star Cafe.................. From the Company's inception through 1997,
Mr. Harf served as Vice President of
Operations for Planet Hollywood.
Beginning January, 1998, Mr. Harf has
held the position of Senior Vice
President of Operations for Official All
Star Cafe. He has over ten years'
experience in the theme-restaurant
industry and from 1981 to 1985, Mr. Harf
held various management positions with
Cask 'N Cleaver in California. He owned
and operated theme restaurants and
nightclubs in California from 1985 to
1989. In January 1989, he joined Hard
Rock Cafe, where he was Vice President of
Human Resources and a regional director
until April 1991, when he joined the
Company.
Scott E. Johnson, 41 Senior Vice
President, General Counsel and
Secretary...................... Mr. Johnson has been a 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).
Nathaniel J. Lipman, 33 Executive
Vice President, Strategic
Planning....................... Mr. Lipman joined the Company in 1996 after
having served as a senior executive and
general counsel for HOB Entertainment,
Inc. ("House of Blues"), and Senior
Corporate Counsel at The Walt Disney
Company. Prior to joining Disney, Mr.
Lipman was a corporate associate with
Skadden, Arps, Slate, Meagher & Flom in
Los Angeles, California. Mr. Lipman
oversees and develops the Company's
long-term strategic direction emphasizing
mergers and acquisitions, including joint
ventures, licensing and new business
opportunities.
7
<PAGE> 10
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 serving as executive officers at
the end of the 1997 fiscal year (collectively, the "Named Executives"), for
services rendered in all capacities to the Company during fiscal years 1995,
1996 and 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
---------------------------------
ANNUAL COMPENSATION AWARDS
-------------------------- -----------------------
OTHER SECURITIES PAYOUTS
ANNUAL RESTRICTED UNDERLYING -------
ANNUAL ANNUAL COMPEN- STOCK OPTIONS/ LTIP ALL OTHER
NAME AND FISCAL SALARY BONUS SATION AWARDS SARS PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
------------------ ------ ------- ------ ------- ---------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert I. Earl, 1995 500,000 -- -- -- -- -- --
President and 1996 500,000 -- 9,972 -- -- -- --
Chief Executive Officer 1997 600,000 -- 4,419 -- -- -- --
Keith Barish, 1995 500,000 -- -- -- -- -- --
Chairman of the Board 1996 500,000 -- 9,950 -- -- -- --
1997 600,000 -- 13,162 -- -- -- --
Thomas Avallone, 1995 206,437 50,000 9,278 -- 5,333 -- --
Executive Vice President and 1996 240,000 -- 7,926 -- 62,000 -- --
Chief Financial Officer(a) 1997 300,000 -- 8,854 -- -- -- --
Nathaniel J. Lipman, 1995 -- -- -- -- -- -- --
Executive Vice President, 1996 57,742 -- 3,199 -- 100,000 -- --
Strategic Planning(b) 1997 250,000 -- 8,557 -- 30,000 -- --
Daniel Harf, 1995 165,615 65,000 8,570 -- 5,333(c) -- --
Vice President of Operations 1996 170,000 -- 1,039 -- 50,000 -- --
1997 250,000 -- 42,875(d) -- -- -- --
</TABLE>
- ---------------
(a) In fiscal 1995, although Mr. Avallone was an executive officer of the
Company, he was not an employee 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 Mr. Avallone for the
work he performed for the Company and its consolidated subsidiaries in
fiscal 1995, which amounts were reimbursed to OCS by the Company.
(b) Mr. Lipman was not employed by the Company prior to September 1996.
Accordingly, the compensation figures indicated for 1996 do not represent a
full year's compensation.
(c) The number of securities underlying options reported for Mr. Harf in fiscal
1995 (5,333) was previously mistakenly omitted.
(d) Other Annual Compensation listed for Mr. Harf in fiscal 1997 includes
$41,539 of retroactive compensation paid to Mr. Harf during fiscal 1997.
8
<PAGE> 11
OPTION/SAR GRANTS TABLE
The following table sets forth all grants in fiscal year 1997 of stock
options and SARs to the executive officers named in the summary compensation
table above.
OPTION/SAR GRANTS IN 1997 FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------- POTENTIAL REALIZABLE VALUE
NUMBER OF PERCENT OF TOTAL AT ASSUMED ANNUAL RATES OF
SECURITIES OPTIONS/SARS STOCK PRICE APPRECIATION FOR
UNDERLYING GRANTED TO OPTION TERM
OPTIONS/ EMPLOYEES IN EXERCISE OR ----------------------------
SARS FISCAL YEAR BASE PRICE EXPIRATION 5% 10%
NAME GRANTED(#) (%) ($/SHARE) DATE ($) ($)
- ---- ---------- ---------------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Robert I. Earl............... -- -- -- N/A -- --
Keith Barish................. -- -- -- N/A -- --
Thomas Avallone.............. -- -- -- N/A -- --
Nathaniel J. Lipman.......... 30,000 5.2 17.00 3/6/02 140,904 311,360
Daniel Harf.................. -- -- -- N/A -- --
</TABLE>
AGGREGATED OPTION/SAR EXERCISES AND 1997 FISCAL YEAR-END OPTION/SAR VALUE TABLE
The following table sets forth information concerning each exercise of
stock options and SARs during the 1997 fiscal year by each of the executive
officers named in the summary compensation table above, and the aggregated 1997
fiscal year-end value of unexercised options and SARs held by such individuals.
AGGREGATED OPTION/SAR EXERCISES AND 1997 FISCAL YEAR-END OPTION/SAR VALUE
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES OPTIONS/SARS AT 1997 OPTIONS/SARS AT 1997
ACQUIRED ON VALUE FISCAL YEAR-END (#) FISCAL YEAR-END ($)
EXERCISE REALIZED --------------------------- ---------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert I. Earl.............. -- -- -- -- -- --
Keith Barish................ -- -- -- -- -- --
Thomas Avallone............. -- -- 1,777 65,556 8,332 16,653
Nathaniel J. Lipman......... -- -- -- 130,000 -- --
Daniel Harf................. -- -- 1,777 53,556 8,332 16,653
</TABLE>
COMPENSATION OF DIRECTORS
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. The Company will also reimburse each director for out-of-pocket
expenses incurred in attending meetings of the Board of Directors and its
committees. All directors, except Messrs. Earl and Barish, are eligible to
receive stock options, however no directors received any stock options in fiscal
1997.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
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 Official
All Star Cafe, through December 31, 2001. The agreement currently provides for a
base salary of $600,000 per year with annual increases of at least 10%, 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
9
<PAGE> 12
any competing business, although Mr. Earl is entitled to retain his existing
ownership in, and remain involved in the management of, The Pelican Group p.1.c.
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 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 a 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, 1997
and is automatically renewable each year unless either party gives notice of
non-renewal. The agreement currently provides for a base salary of $600,000,
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.
The Company is also a party to an employment agreement with Mr. Lipman
dated October 1, 1996 providing for his employment as Executive Vice President,
Corporate Development and Strategic Planning through October 1, 1999. The
agreement which may be extended by the parties, currently provides for a base
salary of $350,000, with additional bonuses and salary increases to be
determined by the Board of Directors, and for Mr. Lipman's participation in the
Company's employee benefit plans. The agreement may be terminated by the Company
for cause in the event (i) Mr. Lipman 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. Lipman
will be entitled to receive his salary for the following twelve month period or
the remainder of the term of the agreement, whichever is shorter, and shall
become fully vested in certain of his stock options. Mr. Lipman 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 salary for the
following twelve month period or the remainder of the term of the agreement,
whichever is shorter, and shall become fully vested in certain of his stock
options.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In December 1992, the Company entered into a license agreement with Planet
Hollywood (Asia) Pte. Ltd. ("PH Asia") (a Singapore corporation which is 50%
owned by each of the Company and Leisure Ventures Pte. Ltd., a Singapore
corporation 50% owned by each of the Company's director Mr. Ong and Hotel
Properties Limited, a Singapore public company of which Mr. Ong is the largest
stockholder, co-founder and a Managing Director). Pursuant to the license
agreement, which was last amended as of November 6, 1996 (the "License
Agreement"), PH Asia has the rights to license and develop Planet Hollywood
units throughout
10
<PAGE> 13
most of Asia and certain other countries throughout the world and to receive
franchise fees and continuing royalties in respect to the operation of any such
units. During 1997, in series of transactions, PH Asia entered into site
franchise agreements with Leisure Ventures Pte. Ltd. or its affiliates for five
such units (located in Bali, Indonesia; Guam; Manila, Philippines; Kuala Lumpur,
Malaysia; and Queensland, Australia). Each site franchise agreement required the
payment of initial franchise fees generally ranging from $1.25 million to $4.0
million. For the Australia, Indonesia and Malaysia sites the Company (instead of
PH Asia) is entitled to 100% of the initial franchise fees. In addition, the
site franchise agreements require the payment of continuing royalty fees
generally ranging from 5% to 10% of food and beverage revenues and 10% to 15% of
merchandise revenues. Furthermore, all of the sites have entered into management
agreements with PH Asia providing for a management fee of generally 2% of gross
revenues for each unit to be paid to PH Asia. From time to time Leisure Ventures
Pte. Ltd. or its affiliates purchase merchandise from the Company. In 1997, such
purchases totaled approximately $3 million.
In September 1997, Planet Hospitality Holdings, Inc. ("PHH"), a
wholly-owned subsidiary of the Company, entered into certain partnership and
operating agreements whereby PHH acquired a 20% interest in a venture to remodel
and renovate New York City's Hotel Pennsylvania in order to create a
sports-themed hotel and entertainment complex under the brand name Official All
Star Hotel. The venture's other partners included a 40% interest by Vornado
Realty Trust, a publicly held Maryland realty company and a 40% interest by
Hotel Properties Ltd. ("HPL"), an affiliate of Mr. Ong, a principal stockholder
and director of the Company. The aggregate investment in the property will be
approximately $200 million over a two-year period. The Company, through PHH, has
funded $10 million to date and is obligated to fund an additional $10 million in
capital to the venture over the next two years. In March 1998, HPL announced
that it had entered into an agreement to sell its interest in the project to
Vornado Realty Trust for a profit, which transaction HPL anticipates will close
in April 1998.
In fiscal 1997, the Company paid approximately $1 million in investment
banking fees for services rendered by a firm in which Mr. Tarnopol, a director
of the Company, is affiliated and also a member of that firm's board of
directors.
11
<PAGE> 14
REPORT ON REPRICING OF OPTIONS/SARS
The Company did not reprice any stock options in fiscal 1997. The following
table sets forth information regarding all prior repricing of options and SARs
held by any executive officer since the Company became a reporting company
pursuant to Section 13(a) or 15(d) of the Exchange Act.
<TABLE>
<CAPTION>
EXERCISE LENGTH OF
NUMBER OF MARKET PRICE PRICE AT ORIGINAL OPTION
SECURITIES OF STOCK AT TIME OF TERM
UNDERLYING TIME OF REPRICING NEW REMAINING AT
OPTIONS/SARS REPRICING OR OR EXERCISE DATE OF
REPRICING REPRICED OR AMENDMENT AMENDMENT PRICE REPRICING OR
NAME AND POSITION DATE(A) AMENDED(#) ($) ($) ($) AMENDMENT
- ----------------- --------- ------------ ------------ --------- -------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Thomas Avallone............ 10/31/96 20,000 19.00 22.63 19.00 57 months
Scott Johnson.............. 10/31/96 20,000 19.00 22.63 19.00 57 months
</TABLE>
- ---------------
(a) Repricing date previously misstated as 10/19/96.
Stock Option Committee
Robert I. Earl
Keith Barish
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION AND BOARD
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee, which is composed of Mr. Earl, the Company's
President and Chief Executive Officer, and two outside independent directors,
Mr. Sharp and Mr. Krasnow, reviews, evaluates and approves the design and
implementation of the Company's compensation system for four executive
officers -- the Chairman of the Board, Chief Executive Officer, Chief Financial
Officer and General Counsel, subject to contractual arrangements which have
previously been made. For purposes of making compensation determinations, the
Compensation Committee uses broad-based industry surveys of what executives with
comparable responsibilities are paid and evaluates individual performance.
During fiscal 1996, both Mr. Earl, the President and Chief Executive
Officer of the Company, and Mr. Barish, the Chairman of the Board of Directors,
waived certain compensation increases due each of them pursuant to their
employment agreements with the Company. In fiscal 1997, Mr. Earl and Mr. Barish
were each paid $600,000 in cash compensation in accordance with said employment
agreements. No bonuses were paid to either of these officers based on a
determination by the Compensation Committee that the base compensation for these
individuals coupled with the number of shares of Class A Common Stock held by
each of these individuals provides an incentive to these individuals to increase
stockholder value.
With respect to Mr. Avallone, the Company's Chief Financial Officer, and
Mr. Scott E. Johnson, the Company's General Counsel, the Compensation Committee
approved increases in their base compensation based on their individual
performance and prevailing compensation rates for executives holding similar
positions. No bonuses were paid, nor were any stock options granted, to Messrs.
Avallone and Johnson in fiscal 1997.
12
<PAGE> 15
The Compensation Committee intends to review the performance of these four
executive officers -- the Chairman of the Board, Chief Executive Officer, Chief
Financial Officer and General Counsel -- during the current fiscal year, and to
reward performance through cash bonuses or other incentive compensation at the
committee's discretion. In that regard, the qualitative factors that the
committee will use are managerial vision, decision-making acumen, effectiveness,
teamwork and the results obtained by senior management.
Compensation Committee
Robert I. Earl
Isadore Sharp
Robert Krasnow
13
<PAGE> 16
STOCKHOLDER RETURN PERFORMANCE GRAPH
The following line graph compares the total returns (assuming reinvestment
of dividends) of the Company's Class A Common Stock, the Nasdaq Composite Index,
Standard & Poor's 500 Index, the Russell 2000 Index and the Russell 2000
Consumer Discretionary and Services Index for the period beginning April 19,
1996 (the date of the Company's initial public offering) and ending December 28,
1997 (the close of the Company's 1997 fiscal year). The graph assumes $100
invested on April 19,1996 in the Company's Class A Common Stock (at the initial
public offering price of $18.00 per share) and each of the indices.
<TABLE>
<CAPTION>
Planet Russell 2000
Hollywood Consumer
Class A Nasdaq Standard & Discretionary
Measurement Period Common Composite Poor's 500 Russell 2000 and Services
(Fiscal Year Covered) Stock Index (a) Index (b) Index (c) Index (d)
<S> <C> <C> <C> <C> <C>
4/19/96 100 100 100 100 100
6/30/96 150 104.35 104.20 103.01 106.57
9/29/96 156 108.37 106.52 103.09 104.19
12/29/96 115.80 113.84 116.81 107.61 100.53
3/30/97 100 110.60 119.07 105.17 98.97
6/29/97 126.04 125.69 133.72 117.61 114.06
9/28/97 107.29 142.56 146.25 131.97 126.64
12/28/97 69.79 132.40 145.62 127.35 119.14
</TABLE>
- ---------------
(a) The Nasdaq Composite Index is a broad-based capitalization-weighted index
of all Nasdaq stocks. This index is presented because the Company's Class A
Common Stock was traded on the Nasdaq National Market from April 19, 1996
through Friday, September 19, 1997. Beginning Monday, September 22, 1997,
the Class A Common Stock has been traded on the New York Stock Exchange
under the symbol "PHL."
(b) The Standard & Poor's 500 Index is a capitalization-weighted index of 500
stocks designed to measure performance of the broad domestic economy
through changes in the aggregate market value of 500 stocks representing
all major industries. The index was developed with a base level of 10 for
the 1941-43 base period.
(c) The Russell 2000 Index is comprised of the smallest 2000 companies in the
Russell 3000 Index, representing approximately 11% of the Russell 3000
total market capitalization.
(d) The Russell 2000 Consumer Discretionary and Services Index is a
capitalization-weighted index of companies that manufacture products and
provide discretionary services directly to consumers.
AUDITORS
The Audit Committee of the Board of Directors recommended and the Board has
selected the firm of Price Waterhouse LLP to continue as the Company's
independent public accountant for the current fiscal
14
<PAGE> 17
year. A representative of Price Waterhouse LLP is expected to attend the Annual
Meeting to respond to questions and will be given the opportunity to make a
statement should the representative desire to do so.
OTHER BUSINESS
Management knows of no other business to be presented for action at the
meeting. If other matters properly come before the meeting or any adjournment
thereof, the persons named as proxies will vote upon them in accordance with
their best judgment.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company is required to identify any director, officer, beneficial owner
of more than ten percent of Common Stock or any other person subject to Section
16 of the Exchange Act that failed to file on a timely basis, as disclosed in
their forms, reports required by Section 16(a) of the Exchange Act. Based on a
review of forms submitted to the Company, the Company believes all such reports
were filed as required.
EXPENSE OF SOLICITATION
The Company will bear the cost of preparing, assembling and mailing this
Proxy Statement, the proxy, the Annual Report and all other material which may
be sent to stockholders in connection with this solicitation. In addition to the
use of the mails, proxy solicitation may be made by telephone, telegraph and
personal interviews by regular employees of the Company.
STOCKHOLDER PROPOSALS FOR THE 1999 ANNUAL MEETING
The 1999 Annual Meeting of Stockholders is expected to be held in May of
1999. Accordingly, the date by which stockholder proposals for inclusion in the
proxy materials relating to the next Annual Meeting of Stockholders must be
received by the Company at its principal executive offices, Attention Scott E.
Johnson, Secretary, Planet Hollywood International, Inc., 8669 Commodity Circle,
Orlando, Florida 32819, is December 21, 1998.
ANNUAL REPORT
A copy of the Company's Annual Report on Form 10-K for fiscal year 1997,
which contains the Company's consolidated financial statements and financial
schedules, accompanies this proxy statement. The Company will provide to any
stockholder as of the Record Date, who so specifically requests in writing,
copies of any exhibit filed with such Form 10-K upon the payment of a specified
reasonable fee which fee shall be limited to the Company's reasonable expenses
in furnishing such exhibit. Requests for such copies should be directed to Scott
E. Johnson, Secretary, Planet Hollywood International, Inc., 8669 Commodity
Circle, Orlando, Florida 32819.
By Order of the Board of Directors,
/s/ SCOTT E. JOHNSON
Scott E. Johnson, Secretary
Orlando, Florida
April 20, 1998
PLEASE DATE AND SIGN THE
PROXY CARD AND RETURN IT PROMPTLY
USING THE ENCLOSED RETURN ENVELOPE
15
<PAGE> 18
APPENDIX
PROXY
PLANET HOLLYWOOD INTERNATIONAL, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF STOCKHOLDERS,
MAY 22, 1998
The undersigned hereby appoints Robert I. Earl and Scott E. Johnson and each
of them, jointly and severally, with power of substitution, to vote on all
matters which may properly come before the 1998 Annual Meeting of Stockholders
of Planet Hollywood International, Inc., or any adjournment thereof.
<TABLE>
<S> <C> <C> <C>
1. ELECTION OF DIRECTORS. [ ] FOR all nominees listed below (except [ ] WITHHOLD AUTHORITY to vote for all
as marked to the contrary below). nominees listed below.
</TABLE>
NOMINEES: Claudio Gonzalez, Ong Beng Seng and Michael Montague
INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through or otherwise strike the nominee's name in the list above.
[ ] If you plan to attend the Annual Meeting, please check here
(Continued on reverse side)
(Continued from other side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. UNLESS OTHERWISE SPECIFIED, THE SHARES WILL BE
VOTED FOR THE ELECTION OF ALL NOMINEES TO THE COMPANY'S BOARD OF DIRECTORS.
Date:
------------------------------
------------------------------
------------------------------
Signatures of Stockholder(s)
NOTE: Signature should agree
with name on stock certificate
as printed hereon. Executors,
administrators, trustees and
other fiduciaries should so
indicate when signing.
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY
THANK YOU
