UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
AMENDMENT NO. 1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PLANET HOLLYWOOD INTERNATIONAL, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE 59-3283783
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
8669 COMMODITY CIRCLE, ORLANDO, FLORIDA 32819, (407) 363-7827
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(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
SCOTT E. JOHNSON, ESQ., GENERAL COUNSEL, 8669 COMMODITY CIRCLE, ORLANDO,
FLORIDA 32819, (407) 345-5300
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(Name and address, including zip code, and telephone number,
including area code, of agent for service)
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COPY TO:
BYRD F. MARSHALL, JR., ESQ., GRAY, HARRIS & ROBINSON, P.A.,
201 EAST PINE STREET, SUITE 1200, ORLANDO, FLORIDA 32801, (407) 843-8880
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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, other than securities offered only in connection with
dividend or interest reinvestment plans, 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, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS OF SECURITIES TO AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
BE REGISTERED REGISTERED OFFERING PRICE PER SHARE (1) AGGREGATE OFFERING PRICE (1) REGISTRATION FEE
- ------------------------------------ ------------- ---------------------------- ----------------------------- ----------------
<S> <C> <C> <C> <C>
Class A common stock, $0.01 par 15,699,237 $ 3.96875 $ 62,306,346.84 $ 17,321.16
value shares
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<FN>
(1) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(c) based on the average of the high and low prices of the
Registrant's Common Stock as reported on the New York Stock Exchange on November
9, 1998.
</FN>
</TABLE>
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.
<PAGE>
Subject to Completion, dated December 10, 1998
Prospectus
[LOGO]
PLANET HOLLYWOOD INTERNATIONAL, INC.
15,699,237 Shares
Class A Common Stock
CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 7 OF THIS PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED ON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
This prospectus relates solely to the offer and sale by a certain
stockholder of up to 15,699,237 shares of our Class A common stock. We will not
receive any of the proceeds from the sale of the registered shares by the
selling stockholder.
The registered shares consist of 5,699,237 shares of our Class A common
stock previously owned by the selling stockholder and 10,000,000 shares of the
Class A common stock which the selling stockholder will acquire from Leisure
Ventures Pte Ltd., a corporation organized under the laws of Singapore
("Leisure"), pursuant to a stock purchase agreement dated August 17, 1998. The
closing of the stock purchase agreement is conditioned upon certain events,
including a registration statement, of which this prospectus is a part, covering
the sale of the purchased shares by the selling stockholder being declared
effective by the SEC.
The selling stockholder may offer the registered shares for sale
through public or private transactions, on or off the New York Stock Exchange,
at prevailing market prices, or at privately negotiated prices.
Our Class A common stock is traded on the NYSE under the symbol "PHL."
On August 17, 1998, the date of execution of the stock purchase agreement, the
closing price for our Class A common stock as reported by the NYSE was $ 5.50
per share. On December 7, 1998, the closing price for our Class A common stock
as reported by the NYSE was $ 3.06 per share.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING STOCKHOLDER MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS DECLARED
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS
NOT SOLICITING AN OFFER TO BUY THESES SECURITIES IN ANY STATE WHERE THE OFFER OR
SALE IS NOT PERMITTED.
The date of this prospectus is December ___, 1998.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, therefore, file
reports, proxy statements and other information with the Securities and Exchange
Commission (the "SEC"). You can inspect and copy all of this information at the
Public Reference Room maintained by the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC
maintains a web site that contains reports, proxy statements and information
statements and other information regarding issuers, such as us, that file
electronically with the SEC. The address of the web site is http://www.sec.gov.
This prospectus, which constitutes a part of a registration statement
on Form S-3 (the "Registration Statement") filed by us with the SEC under the
Securities Act of 1933, as amended (the "Securities Act"), omits certain of the
information set forth in the Registration Statement. Accordingly, you should
reference the Registration Statement and its exhibits for further information
with respect to us and the securities offered under this prospectus. Copies of
the Registration Statement and its exhibits are on file at the offices of the
SEC. Furthermore, statements contained in this prospectus concerning any
document filed as an exhibit are not necessarily complete and, in each instance,
reference is made to the copy of such document filed as an exhibit to the
Registration Statement. You should rely only on the information or
representations provided in this prospectus and the Registration Statement. We
have not authorized anyone to provide you with different information.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us (File No. 000-28230) to incorporate by reference the
information we file with them, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, and
information that we later file with the SEC will automatically update and
supersede the information in this prospectus. Accordingly, we incorporate by
reference the documents listed below and any future filings we make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act:
(a) Annual Report on Form 10-K for the fiscal year ended December 28,
1997 (filed March 23, 1998), as amended by Form 10-K/A dated
April 30, 1998 (filed April 30, 1998);
(b) Current Report on Form 8-K dated March 25, 1998 (filed March 26,
1998);
(c) Current Reports on Form 8-K dated March 9, 1998 (each filed March
10, 1998);
(d) Definitive Proxy Statement dated April 20, 1998, filed in
connection with our 1998 Annual Meeting of Stockholders (filed
April 14, 1998);
(e) Registration Statement on Form S-4, as amended, dated May 1, 1998
(Registration No. 333- 51655);
(f) Quarterly Report on Form 10-Q for the quarterly period ended
March 29, 1998 (filed on May 13, 1998);
(g) Current Report on Form 8-K dated July 27, 1998 (filed on July 30,
1998); (h) Quarterly Report on Form 10-Q for the quarterly period
ended June 28, 1998 (filed on August 11, 1998);
(i) Current Report on Form 8-K dated November 10, 1998 (filed on
November 12, 1998);
(j) Quarterly Report on Form 10-Q for the quarterly period ended
September 27, 1998 (filed on November 12,1998); and
(k) the description of the Class A common stock which is contained in
its Registration Statement on Form 8-A filed on April 17, 1996.
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All reports and other documents we subsequently file pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
prospectus and before the filing of a post-effective amendment which indicates
that all securities offered under this prospectus have been sold or which
deregisters all securities remaining unsold, shall be deemed to be part of this
prospectus from the date of the filing of such reports and documents.
We will provide without charge to each person, including any beneficial
owner, to whom this prospectus is delivered, upon written or oral request, a
copy of any or all documents that are incorporated into this prospectus by
reference (other than exhibits to such documents unless such exhibits are
specifically incorporated by reference into the documents that this prospectus
incorporates). You should direct such requests to General Counsel, Planet
Hollywood International, Inc., 8669 Commodity Circle, Orlando, Florida 32819,
(407) 345-5300.
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. Our statements of plans, intentions and objectives and statements of future
economic performance contained in this prospectus should be deemed to be
forward-looking statements. Statements containing terms such as "believes,"
"does not believe," "no reason to believe," "expects," "plans," "intends,"
"estimates," "anticipated," or "anticipates" are considered to contain
uncertainty and are forward-looking statements.
Forward-looking statements involve known and unknown risks and
uncertainties which may cause our actual results in future periods to differ
materially from what is currently anticipated. Cautionary statements are made in
certain sections of this prospectus, including under "Risk Factors." These
cautionary statements should be read as being applicable to all related
forward-looking statements wherever they appear in this prospectus, the
materials referred to in this prospectus or the materials incorporated by
reference into this prospectus.
You are cautioned that no forward-looking statement is a guarantee of
future performance and you should not place undue reliance on any
forward-looking statement.
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THE COMPANY
AS USED IN THIS PROSPECTUS, THE TERMS "WE", "US" AND "OUR" REFER TO
PLANET HOLLYWOOD INTERNATIONAL, INC. AND ITS CONSOLIDATED SUBSIDIARIES FOR THE
PERIOD AFTER JANUARY 1, 1995 AND TO PLANET HOLLYWOOD, INC., PLANET HOLLYWOOD,
LTD. AND COMBINED ENTITIES FOR ALL PERIODS BEFORE JANUARY 1, 1995. REFERENCES TO
A FISCAL YEAR REFER IN EACH CASE TO THE YEAR ENDING ON THE SUNDAY CLOSEST TO
DECEMBER 31 OF EACH YEAR.
IN GENERAL
We are a creator and worldwide developer of consumer brands that
transcend international barriers and capitalize on the universal appeal of
movies, sports and other entertainment-based themes. Since we commenced
operations in October 1991, the PLANET HOLLYWOOD name and distinctive logo
design have become among the most widely-recognized trademarks in the world. To
date, we have promoted our brands primarily through the operation of theme
restaurants, most notably PLANET HOLLYWOOD and the OFFICIAL ALL STAR CAFE. Each
of these concepts provide a unique dining and entertainment experience in a
high-energy environment and, through their retail stores, offer a broad
selection of merchandise displaying our logos. During fiscal 1997, more than 20
million people visited our 53 company-owned and 34 franchised restaurant units
located in 29 countries throughout the world. We had revenues of approximately
$475.1 million in fiscal 1997.
An important part of our strategy is to promote our brands through the
active involvement as stockholders of some of the world's most famous movie
stars, including Arnold Schwarzenegger, Sylvester Stallone, Bruce Willis, Demi
Moore and Whoopi Goldberg, and sports stars, including Andre Agassi, Wayne
Gretzky, Ken Griffey, Jr., Joe Montana, Shaquille O'Neal, Monica Seles and Tiger
Woods. Our celebrity stockholders generate significant media attention and
publicity for the PLANET HOLLYWOOD and OFFICIAL ALL STAR CAFE brands. We are
continuing to expand our roster of celebrity stockholders, with an emphasis on
new, up-and-coming stars, in order to appeal to broader segments of consumers.
We are in the process of launching our third major theme concept, a
tribute to the world of live music, under the brand name "SOUND REPUBLIC." In
June 1998, we announced that we had joined forces with MTV: Music Television, a
division of Viacom, Inc. ("MTV"), to help promote and develop the SOUND REPUBLIC
brand. MTV will be a minority investor in SOUND REPUBLIC and has agreed to help
promote and develop the SOUND REPUBLIC brand with regular broadcasts of live
music performances and other related programming from SOUND REPUBLIC locations
worldwide. As with our two existing theme concepts, SOUND REPUBLIC is expected
to have substantial celebrity involvement and a distinctive brand name and logo
that can be applied to restaurants, lodging and merchandise. We will initially
promote SOUND REPUBLIC through theme restaurants with integrated retail stores.
Each of the SOUND REPUBLIC restaurants will feature live performances by a broad
range of musical artists, either in a connected club facility or in an
integrated stage area within the restaurant itself. Our first unit in Leicester
Square in London recently held its grand opening to the public on October 17,
1998. We expect to locate our second unit in Times Square in New York City.
Our theme restaurants are characterized by distinctive design features
and are generally located at high profile sites or in major tourist markets.
Units generally range in size from approximately 12,000 to 36,000 square feet
and in seating capacity from 230 to 600 persons, and 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 memorabilia associated with its theme, including
costumes and props from popular movies (in the case of PLANET
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HOLLYWOOD units) and celebrity uniforms and athletic equipment (in the case of
OFFICIAL ALL STAR CAFE units). Each unit's integrated 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 various 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. Sales of merchandise yield higher operating
margins than do food and beverage sales and provide additional off-site
promotion and retail distribution opportunities for our brands.
Our strategy is to capitalize on our brand recognition across a wide
range of businesses in addition to theme restaurants. Accordingly, we have
embarked upon several strategic ventures in movie theaters, lodging, gaming and
consumer products. These ventures, which we are generally developing in
association with other companies that are leaders in their respective
industries, include the following:
* PLANET MOVIES BY AMC. We have formed a 50/50 joint venture with AMC
Entertainment, Inc. ("AMC"), one of the nation's leading motion picture
exhibitors, that will develop, own and operate a series of
multi-screen, movie theater megaplexes under the brand name PLANET
MOVIES BY AMC. Each megaplex facility will feature as many as 30
screens and a dramatically designed entertainment center that will
include restaurants, including in most facilities a PLANET HOLLYWOOD
unit and/or an OFFICIAL ALL STAR CAFE unit, as well as various
refreshment and merchandise kiosks. The first PLANET MOVIES BY AMC
multi-screen megaplex, which we expect to open in the summer of 1999
near Columbus, Ohio, will occupy approximately 160,000 square feet with
total seating capacity for approximately 6,000 persons, and will
include an approximately 7,500 square foot PLANET HOLLYWOOD restaurant
and a similar size OFFICIAL ALL STAR CAFE restaurant, each with its own
merchandise store, and various refreshment kiosks.
* SOUND REPUBLIC HOTEL AND CASINO. We and a subsidiary of Aladdin
Gaming Holdings, LLC ("Aladdin") previously announced an intention to
form a 50/50 joint venture to construct, own and operate a music-themed
hotel, casino and entertainment center based on our SOUND REPUBLIC
brand (the "Las Vegas Project") as part of a 35-acre complex on the
site of the former Aladdin hotel and casino at the center of Las Vegas
Boulevard (the "Strip") in Las Vegas, Nevada. In September 1998,
Aladdin announced that it had not yet concluded negotiations with us
concerning the Las Vegas Project and that it intended to pursue other
prospective joint venture partners for the development, construction
and opening of a hotel and casino with a music entertainment theme at
the Strip, however Aladdin did state that it would renew discussions
with us if and when it was appropriate. In December 1998, Aladdin
informed us that it does not expect to renew such negotiations or
pursue the Las Vegas Project with us.
* OFFICIAL ALL STAR HOTEL. In the fall of 1997, we acquired a 20%
equity interest in a joint venture with Vornado Realty Trust and an
affiliate of Mr. Ong Beng Seng, one of our directors and principal
stockholders. In September 1997, the joint venture acquired the Hotel
Pennsylvania, a 20-story, 1,700-room hotel (once known as the Statler
Hotel) located directly opposite the entrance to New York City's famed
Madison Square Garden. While continuing its
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normal operations, the hotel, which is New York City's fourth largest,
is intended to be renovated and renamed the OFFICIAL ALL STAR HOTEL.
The joint venture expects that the renovated guest rooms and common
areas will feature theming that celebrates the world of sports,
including memorabilia from our sports celebrity stockholders and other
prominent athletes and sports legends. In addition to its guest rooms,
restaurants and banquet and conference facilities, the remodeled hotel
(like its predecessor) will contain approximately 400,000 square feet
of rentable retail space. In addition to our participation in the
hotel's profits through our 20% equity interest in the joint venture,
we will receive license fees for the use of the OFFICIAL ALL STAR name
and logo. In the spring of 1998, Ong Beng Seng's affiliate sold its
interest in the OFFICIAL ALL STAR HOTEL to Vornado Realty Trust for a
profit.
* PLANET HOLLYWOOD HOTEL. We have acquired a 20% equity interest in a
joint venture with several prominent real estate developers to
construct and own a 50-story, 560-room, movie-themed hotel at the
intersection of Broadway and 47th Street in New York City's Times
Square redevelopment area. The joint venture expects that the new
PLANET HOLLYWOOD HOTEL will be characterized by striking, modern decor
and will include motion picture memorabilia from our collection. Upon
its completion the hotel will also become the site for our new
company-owned PLANET HOLLYWOOD flagship restaurant with seating for
more than 400 patrons that will replace our existing restaurant on West
57th Street in New York City. In addition to our participation in the
hotel's profits through our 20% equity interest in the joint venture,
we will receive license fees for the use of the PLANET HOLLYWOOD name
and logo.
* COOL PLANET ICE CREAM. We plan to develop and open COOL PLANET ice
cream and dessert units that will feature COOL PLANET ice cream
products. The units generally will range in size from 800 to 1,400
square feet, will have counter service and a small table seating area
and will feature unique decor derived from the PLANET HOLLYWOOD theme
concept. COOL PLANET ice cream will be added to the menu in our PLANET
HOLLYWOOD restaurants and is anticipated to be sold in PLANET MOVIES BY
AMC megaplexes. During the summer of 1998, we opened our first two COOL
PLANET units in Santa Monica and Irvine, California. Whoopi Goldberg,
one of our principal celebrity stockholders, has agreed to serve as
spokesperson for COOL PLANET products and COOL PLANET units.
In June 1998, we announced that Cool Planet, Inc., one of our
subsidiaries, entered into an agreement with Host Marriott Services
Corporation, the nation's largest travel and entertainment
concessionaire, to form a joint venture which will develop COOL PLANET
locations in select Host Marriott Services' airports, travel plazas and
mall locations. Under such agreement, the joint venture may develop up
to ten COOL PLANET locations.
OTHER RECENT DEVELOPMENTS
On March 25, 1998, we issued $250.0 million of our 12% Senior
Subordinated Notes due 2005 (the "Notes"). Interest on the Notes is payable
semi-annually in arrears on April 1 and October 1 of each year, commencing on
October 1, 1998. The documents governing the Notes contain certain covenants
which, among other things, limit our ability to:
/bullet/ issue additional debt and stock,
/bullet/ pay dividends, and
/bullet/ sell assets.
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In July 1998, we announced that we had retained Goldman Sachs & Co. to
join Bear Stearns & Co., Inc., who we had retained five months earlier, in
connection with a review of our financial and strategic alternatives designed to
maximize long-term stockholder value.
On July 27, 1998, we announced the appointment of William H. Baumhauer
to the position of President and Chief Operating Officer. Mr. Baumhauer is
responsible for all company-wide operations and oversees and manages the
development of strategic joint ventures, extensions of our brands and new
business opportunities. Mr. Baumhauer also evaluates our activities to identify
opportunities for cost savings and increased operating efficiencies. Robert Earl
continues as our Chief Executive Officer and is able to devote greater attention
to strategic activities and the creative and marketing aspects of our business.
On September 17, 1998, at a regular meeting of our Board of Directors,
the Board increased the number of directors on the Board from 9 to 10, and
elected William Baumhauer to fill such vacancy. Mr. Baumhauer will serve as a
Class I director and his term will expire in 2000. In addition, the Board
expanded our Audit Committee from 4 to 5 members, consisting of Claudio
Gonzalez, Michael Montague (new member), Ong Beng Seng, Isadore Sharp and
Michael Tarnopol. Finally, the Board elected Robert Earl, Michael Montague (new
member) and Isadore Sharp to serve as members of our Compensation Committee.
Effective November 10, 1998, Keith Barish resigned as our Chairman of
the Board of Directors. At a special Board of Directors meeting held on November
10, 1998, the Board elected Robert Earl to serve as our new Chairman. Mr. Barish
cited the recent appointment of William Baumhauer to the positions of President
and Chief Operating Officer as a timely opportunity for him to step down as
Chairman. Mr. Barish remains as a member of our Board of Directors.
In an effort to cut down our general and administrative expenses, in
November and December of 1998, we reduced our overhead staff by approximately 70
employees in our corporate offices world-wide.
Effective December 8, 1998 we amended our existing $65.0 million
multi-currency revolving credit facility and $35.0 million LIBOR-based leveraged
lease facility (the "Old Credit Facility and, as amended, the "Credit
Facility") with SunTrust Bank, Central Florida, N.A. and other lenders. The
revolving credit portion of the Old Credit Facility has been terminated and the
Credit Facility now provides for a $35.0 million LIBOR-based leveraged lease
facility and up to $2.0 million coverage under an interest rate swap arrangement
which provides hedging against interest rate movements under the leveraged lease
facility. Interest rates are variable, with either prime or LIBOR indexes. The
Credit Facility matures on June 30, 1999. Principal payments under the leveraged
lease facility are required in the amounts of (a) $10 million by December 8,
1998, (b) $12.5 million by March 31, 1999 and (c) the balance by June 30, 1999.
We are also required to commence marketing both our headquarters property and
the New York property underlying the leveraged lease and if such properties are
sold, the proceeds will be applied as additional principal payments. Our
obligations under the Credit Facility are guaranteed by each of our material
subsidiaries and will be secured by a pledge of our stock in our subsidiaries
and a mortgage of our executive office building. A copy of the Credit Facility
is filed as an exhibit to the registration statement of which this prospectus is
a part. See "Risk Factors - Restrictive Debt Covenants and Risk of
Noncompliance" beginning on page 7 for a description of our prior noncompliance
with certain financial covenants under the Old Credit Facility.
------------------------------------
We are a Delaware corporation and our principal executive offices are
located at 8669 Commodity Circle, Orlando, Florida 32819. Our telephone number
is (407) 363-7827.
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RISK FACTORS
AN INVESTMENT IN OUR CLASS A COMMON STOCK INVOLVES A HIGH DEGREE OF
RISK. YOU SHOULD CAREFULLY REVIEW THE INFORMATION SET FORTH BELOW, AS WELL AS
OTHER INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS, BEFORE MAKING AN
INVESTMENT IN OUR CLASS A COMMON STOCK. THE FOLLOWING ARE THE MOST SIGNIFICANT
RISK FACTORS THAT WE BELIEVE ARE MATERIAL TO INVESTORS WHO PURCHASE OR OWN OUR
CLASS A COMMON STOCK.
OBLIGATIONS DUE TO PARTICIPATION IN JOINT VENTURES. We have begun, and
we intend to continue, investing a substantial portion of the proceeds of our
recent $250 million Notes offering in, and will have continuing obligations to,
entities that are not wholly owned or controlled by us, including the joint
venture vehicles for:
/bullet/ PLANET MOVIES BY AMC,
/bullet/ the OFFICIAL ALL STAR HOTEL and
/bullet/ the PLANET HOLLYWOOD HOTEL.
In addition, we may incur obligations to third parties under guarantees
of indebtedness and other obligations of various joint venture entities. Certain
of these entities have incurred and, in the future, may incur indebtedness that
contains terms limiting or prohibiting the payment of dividends or distributions
to the equity investors in such entities (including us). In addition, because we
do not control distributions by these entities, there can be no assurance that,
even if funds were available for distribution by these entities, we will receive
any distributions from these entities.
HIGHLY LEVERAGED POSITION AND POTENTIAL INABILITY TO SERVICE DEBT. As
of our third fiscal quarter ended September 27, 1998, our indebtedness totaled
approximately $258.9 million. At that date, our stockholders' equity was
approximately $327.0 million. Subject to certain restrictions contained in the
documents governing the Notes, we may incur additional indebtedness from time to
time. As a consequence of the indebtedness represented by the Notes and
indebtedness incurred pursuant to the Credit Facility:
/bullet/ a substantial portion of our cash flow from operations
must be dedicated to debt service and will not be
available for other purposes,
/bullet/ our ability to obtain additional debt financing in the
future for working capital, capital expenditures or
acquisitions may be limited, and
/bullet/ our flexibility to react to changes in the industry and
changing business and economic conditions may be
limited.
Our ability to pay interest on the Notes and to satisfy our other debt
obligations will depend upon our future operating performance, which may be
affected by prevailing economic conditions and financial, business and other
factors, many of which are beyond our control. We currently anticipate that our
operating cash flow will be sufficient to meet our operating expenses and to
service our debt obligations as they become due. If we are unable to service our
indebtedness, we will be forced to adopt one or more other strategies that may
include actions such as reducing or delaying capital expenditures, selling
assets, restructuring or refinancing our indebtedness or seeking additional
equity capital. You cannot be sure that any of these strategies could be
effected on satisfactory terms, if at all.
RESTRICTIVE DEBT COVENANTS AND RISK OF NONCOMPLIANCE. The Credit
Facility and the documents governing the Notes contain a number of customary
representations and warranties, affirmative covenants and restrictive covenants
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that, among other things limit our indebtedness, liens, guarantee obligations,
mergers, sales of assets, leases, dividends and other payments in respect of our
capital stock, capital expenditures, investments, optional payments and
modifications of subordinated and other debt instruments, transactions with
affiliates, sale leasebacks and negative pledge arrangements.
The Credit Facility contains certain financial covenants including, but
not limited to, minimum interest coverage and maximum leverage and customary
events of default, including nonpayment of principal, interest or fees, material
inaccuracy of representations and warranties, violation of covenants,
cross-default, bankruptcy events, material judgements, ERISA, actual or asserted
invalidity of collateral documents and a change of control.
Under the terms of the Old Credit Facility, we were also required to
meet certain minimum quarterly net worth, interest coverage and various other
financial ratios. As a result of operating losses experienced through the third
quarter of fiscal 1998, we were not in compliance with two of the financial
covenants as of September 27, 1998. In December 1998, the lenders amended the
Old Credit Facility, modified certain financial covenants and waived our
violation retroactively to September 27, 1998.
If we are unable to comply with the covenants of the Credit Facility
(as amended) or the Notes, there would be a default under our existing
agreements. Such a default, if not waived, would require us to adopt one or more
other strategies that may include actions such as reducing or delaying capital
expenditures, selling assets, restructuring or refinancing our indebtedness or
seeking additional equity capital. You cannot be sure that we could effect any
of these strategies on satisfactory terms, if at all.
RISKS ASSOCIATED WITH ABILITY TO MANAGE GROWTH. We have experienced
substantial growth in a relatively short period of time, including an increase
in the number of company-owned and franchised units. This rapid rate of growth
has imposed, and our new SOUND REPUBLIC concept and strategic ventures may
continue to impose, significant strains on our management. Our failure to
adequately manage our growth, or unexpected difficulties encountered during
expansion of our activities, could have a material adverse impact on our results
of operations and financial condition.
DECLINES IN "SAME UNIT" REVENUES. We operate in an increasingly
competitive environment with numerous competing themed restaurants entering many
of our existing markets and, as we continue to expand into smaller markets,
revenues of company-owned units have declined on a "same unit" basis:
APPROXIMATE DECLINE IN
COMPARABLE PERIOD "SAME UNIT" REVENUES
----------------- ----------------------
Fiscal 1997 to Fiscal 1996 11%
1st Quarter Fiscal 1998 to 1st Quarter Fiscal 1997 13%
2nd Quarter Fiscal 1998 to 2nd Quarter Fiscal 1997 17%
3rd Quarter Fiscal 1998 to 3rd Quarter Fiscal 1997 20%
Although we are undertaking several initiatives to improve our
performance, you cannot be sure that these initiatives will be successful and
that "same unit" revenues will not continue to decline. In addition, during the
initial six to twelve months following its opening, a new unit typically
realizes higher revenues than in subsequent periods of operation. The first six
months of a unit's operations are not included in the "same unit" analysis.
8
<PAGE>
In fiscal 1997, 18 of our 53 company-owned units were included in the
"same unit" analysis and we expect 26 units to be included in fiscal 1998. Our
franchised units have also experienced declines in "same unit" revenues and you
cannot be sure that "same unit" revenues for such units will not continue to
decline.
RESTAURANT/RETAIL/MOTION PICTURE INDUSTRY CONDITIONS AND
COMPETITION. Our ability, or inability, to respond to various competitive
factors affecting the restaurant, retail and motion picture industries may have
an effect on the market price of our Class A common stock.
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, among other factors,
also directly affect the performance of our units. Changes in any of these
factors in the markets where we currently operate units could adversely affect
our 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 us compete with us in many markets. In
addition, some competitors have design and operating concepts similar to ours.
You cannot be sure that we will be able to respond to various competitive
factors affecting the restaurant and retail industries.
The motion picture exhibition industry is affected by a number of
factors, including the availability of desirable motion pictures and their
performance in the exhibitors' markets. Poor performance of, or disruption in
the production of or access to, motion pictures could adversely affect the
performance of the PLANET MOVIES BY AMC joint venture. In addition, were the
joint venture to experience poor relationships with one or more major motion
picture distributors, its business could be adversely affected. The joint
venture will be subject to competition with other exhibitors in obtaining films,
attracting patrons and securing new theater sites. In addition, the joint
venture's theaters will face competition from a number of non-theatrical motion
picture delivery systems, such as pay television, pay-per-view and home video
systems, and from other forms of entertainment that compete for the public's
leisure time and disposable income.
HOTEL/GAMING INDUSTRY CONDITIONS AND COMPETITION. The future
operating results of any Las Vegas hotel/casino venture in which we may
participate could be materially adversely affected by the highly competitive
hotel/gaming industry in Las Vegas. Should negotiations between us and Aladdin
be renewed regarding the Las Vegas Project, or if we were to pursue a different
hotel/casino venture in Las Vegas, such venture would be competing with many
other hotels located on the Strip and with other major hotels in downtown Las
Vegas. Direct competitors of any such venture could include the following
theme-oriented resorts, any of which may have greater financial and other
resources than our venture:
* Caesar's Palace Hotel * The Mirage
* Treasure Island Hotel and Casino * MGM Grand Hotel and Casino
* Hard Rock Hotel and Casino
We may also experience additional competition from several new major
resort projects under construction and the expansion of several existing
resorts, which are expected to add approximately 20,000 hotel rooms to the Las
Vegas inventory by 1999. Accordingly, the future operating results of any
9
<PAGE>
Las Vegas venture could be adversely affected by such competitors and excess
hotel and gaming capacity generally.
The hotel/casino operations of a Las Vegas venture would also compete,
to some extent, with other hotel/casino facilities in Nevada, other states which
authorize gaming and elsewhere in the world. In light of the recent legalization
in several states of casino gaming in specified areas and the passage in the
United States Congress of the Indian Gaming Regulatory Act in 1998, we expect
many competitors to enter the hotel/casino industry, some of which may have
greater financial and other resources than us. Such proliferation of gaming
activities could materially adversely affect the business of a Las Vegas
hotel/casino venture.
RISKS OF NEW VENTURES. Our new SOUND REPUBLIC concept and our various
new strategic ventures are unproven. We cannot assure you that SOUND REPUBLIC or
any new strategic venture pursued by us will be successful or that any such
strategic venture will contribute to our revenues and cash flow. Our OFFICIAL
ALL STAR CAFE theme concept remains in a relatively early stage of development
and has not yet met our original expectations. In light of Aladdin's recent
announcements regarding the failure to conclude negotiations with us concerning
the Las Vegas Project, it is very likely that the Las Vegas Project will not be
pursued. See "The Company - * Sound Republic Hotel and Casino" beginning on page
4 for a description of why the Las Vegas Project may not be pursued.
Furthermore, in connection with Mr. Baumhauer's appointment as our
President and Chief Operating Officer, all of our activities and strategic
initiatives are being reviewed in connection with an attempt to identify
opportunities for cost savings and increased operating efficiencies. You cannot
be sure, therefore, that any of our ventures will continue as planned.
RISKS RELATING TO TRADEMARKS AND OTHER PROPRIETARY RIGHTS. We believe
that our trademarks and other proprietary rights are important to our success
and our competitive position. Accordingly, we devote substantial resources to
the establishment and protection of our trademarks and proprietary rights.
However, the actions taken by us to establish and protect our trademarks and
other proprietary rights may be inadequate to prevent imitation of our products
by others or to prevent others from claiming violations of their trademarks and
proprietary rights by us.
RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS. We may experience
adverse results in our foreign operations and you cannot be sure that
significant currency fluctuations will not adversely affect our reported
results. Our international commercial activities may also be limited or
disrupted by the imposition of government controls, unique license requirements,
political instability, trade restrictions, changes in tariffs or taxes, regional
economic conditions (such as currently in Asia), currency fluctuations and
changes, and difficulties in staffing and managing such complexities.
In fiscal 1997, revenues from foreign units constituted approximately
$140.2 million (or 29%) of our total revenues:
/bullet/ Revenues from company-owned units outside the United States --
approximately 25% of total revenues.
/bullet/ Royalties and initial franchise fees from foreign franchised
units -- approximately 4% of total revenues.
We also realize income from foreign units in which we own a minority interest.
10
<PAGE>
Foreign operations present risks that are different than those
encountered in North America, including potential political, social and economic
instability (such as the recent turmoil in Asia and Russia where a total of 14
of our franchised units are located, and the recent bombing of a franchised unit
in South Africa). Uncertain economic conditions in certain foreign markets also
may adversely affect the operating results of franchised units in those markets
as well as the collectibility of receivables from those units.
In addition, our international operations expose us to fluctuations
between the U.S. dollar, which is the reporting currency in our financial
statements, and the local currencies in which units outside the United States
transact business and on which royalties from franchises located outside the
United States are based. We have not historically engaged in any significant
hedging activities with respect to our non-U.S. dollar operations.
DEPENDENCE ON FOUNDING STOCKHOLDERS AND KEY EXECUTIVES. Our success has
depended to a significant extent upon the contributions of two of our founding
and principal stockholders:
<TABLE>
<CAPTION>
EXPIRATION OF CURRENT TERM
NAME POSITION (OTHER THAN STOCKHOLDER) OF EMPLOYMENT AGREEMENT
---- --------------------------------- -----------------------
<S> <C> <C>
Robert Earl Chief Executive Officer, December 2001
Chairman of the Board and Director
Keith Barish Director No Current Agreement
</TABLE>
Mr. Barish resigned as Chairman of the Board of Directors effective November 10,
1998. Mr. Barish, who will continue as a director, cited the recent addition of
William Baumhauer as a timely opportunity for him to step down as Chairman. The
Board subsequently elected Robert Earl to serve as our Chairman of the Board of
Directors. In connection with his resignation, Mr. Barish terminated his
employment agreement with us. You cannot be sure that Mr. Barish will remain as
one of our Directors.
We also believe that our ability to successfully implement our business
strategy and operate profitably depends on the continued employment of our
senior management team led by William Baumhauer, our President, Chief Operating
Officer and a Director. Mr. Baumhauer's employment agreement with us expires in
July 2001.
In the event of any of these individuals' or any of the other senior
executives' departure from us, you cannot be sure that we would be able to
attract or retain suitable successors. Any such departure could materially
adversely affect us. For example, pursuant to certain of our key contractual
arrangements, including the lease for the PLANET HOLLYWOOD unit in Orlando,
Florida, upon the death, physical or mental incapacitation or retirement of Mr.
Earl, we may lose certain of the substantial benefits that have contributed to
our success or that are expected to contribute to any of our future growth. We
have obtained a $25 million key man life insurance policy covering Mr. Earl, but
you cannot be sure that the coverage provided by such policy will be sufficient
to compensate us for the loss of Mr. Earl's services. Our future success will
depend, in part, on our continuing ability to attract, retain and motivate
qualified personnel.
FLUCTUATIONS IN QUARTERLY RESULTS OF OPERATIONS; SEASONALITY. The
market price of our Class A common stock could be subject to wide fluctuations
in response to quarterly variations in operating results. Revenues and results
of operations are difficult to predict and may fluctuate substantially from
quarter to quarter. As we enter new markets and develop new concepts, quarterly
results may fluctuate more
11
<PAGE>
significantly. Moreover, as a result of the 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. In
addition, our revenues have generally been seasonal due to the greater number of
tourists who patronize our units during the summer and year-end holiday seasons.
Although units in certain locations are affected by different seasonal
influences, we have historically experienced our strongest operating results
from June through August. You cannot be sure, however, that any such trend will
continue.
FLUCTUATIONS IN DIRECT MERCHANDISE SALES. During the past two fiscal
years, we have sold various items of our branded merchandise directly to
specialty and other retailers with a worldwide distribution and marketing
presence to increase the exposure of our brands to consumers. Direct sales of
merchandise have generally been made on an opportunistic basis and you cannot be
sure that such direct sales, if any, will continue at historical levels.
CONTROL BY PRINCIPAL STOCKHOLDERS. Before and after the closing of the
stock purchase agreement, three of our directors and the selling stockholder
beneficially own the percentages of the outstanding Class A common stock set
forth in the following table. Information concerning the named individuals has
been summarized from our most recent proxy statement on file with the SEC, a
document which is incorporated by reference into this prospectus. We refer you
to such proxy statement for a more detailed description of these stock holdings.
<TABLE>
<CAPTION>
APPROXIMATE PERCENTAGE BENEFICIALLY
OWNED BEFORE AND AFTER CLOSING OF
STOCK PURCHASE AGREEMENT
- -----------------------------------------------------------------------------------------------------------
PERSON/ENTITY AND POSITION BEFORE AFTER
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Robert Earl - Chief Executive Officer, Chairman of the Board and 23% 23%
Director
- -----------------------------------------------------------------------------------------------------------
Keith Barish - Director 23% 23%
- -----------------------------------------------------------------------------------------------------------
Ong Beng Seng - Director 23% 13%
- -----------------------------------------------------------------------------------------------------------
Kingdom Planet Hollywood, Ltd. - the selling stockholder 6% 16%
- -----------------------------------------------------------------------------------------------------------
</TABLE>
Accordingly, 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 our affairs and, if they choose
to act together, will be able to elect all the members of our Board of Directors
and influence significantly the approval of important corporate transactions and
other matters requiring stockholder approval without the approval of minority
stockholders.
YEAR 2000 COMPLIANCE. Year 2000 compliance is the ability of computer
hardware and software to respond to the problems posed by the fact that computer
programs have traditionally been written using two digits rather than four to
define the applicable year. As a consequence, unless modified, computer systems
will not be able to differentiate between the year 2000 and 1900. Failure to
address this problem could result in system failures and the generation of
erroneous data. In 1997, we assessed our own year 2000 compliance and, based on
such assessment, we expect to upgrade our critical computer systems to make them
year 2000 compliant before the end of fiscal 1999 without material expenditures.
We may, however, be adversely affected to the extent that other entities that do
business with us, particularly credit card processors, are unable to achieve
year 2000 compliance on a timely basis.
12
<PAGE>
GOVERNMENT REGULATION OF RESTAURANT/RETAIL INDUSTRIES. 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
* building and zoning requirements * sanitation
* environmental protection * relationships with employees
* minimum wage requirements * unemployment
* overtime * workers' compensation
* working and safety conditions * citizenship requirements
Any change in the current status of such regulations, including an increase in
the minimum wage, employee benefit costs, workers' compensation insurance rates
or other costs associated with employees, could substantially increase our
compliance and labor costs.
We may also 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.
GOVERNMENT REGULATION OF GAMING INDUSTRY. Any gaming facilities that
would form a part of a Las Vegas hotel/casino venture would be subject to
extensive regulation by the state and local regulatory authorities of the State
of Nevada. This would include regulation of the ownership of our securities. The
Nevada State Gaming Control Board and the Nevada Gaming Commission and other
local, county and state regulatory agencies may, in compliance with certain
statutory and regulatory procedures, limit, condition, suspend or revoke a
license or approval to own our stock for any cause deemed reasonable by such
licensing agency. Substantial fines for each violation of the gaming laws or
regulations could be levied against us and the persons involved. Furthermore, a
supervisor could be appointed by a state court at the request of the Nevada
Commission to operate any nonrestricted gaming establishment operated by us if
the licenses held by us are revoked, suspended or otherwise lapse. In such
extraordinary circumstances, earnings generated by gaming operations during a
supervisor's appointment (except for reasonable rental value) could be forfeited
to the State of Nevada. You cannot be sure that we or any Las Vegas hotel/casino
venture which we are associated with will maintain any of the required licenses,
registrations, findings of suitability, approvals and permits or that such
gaming licenses, permits, etc. will be obtained or renewed on a timely basis.
POTENTIAL CONFLICTS OF INTEREST. Certain related party transactions
between us and some of our directors and principal stockholders may involve
inherent conflicts of interest. In the past, we have entered into business
transactions with certain of our principal stockholders, including the selling
stockholder, and may continue to enter into such transactions in the future. See
"Selling Stockholder" beginning on page 15 for instances where we have entered
into related party transactions. We have no current plans to enter into any
additional related party transactions and our policy is not to enter into
transactions with related persons unless the terms thereof are at least as
favorable to us as those that could be obtained from unaffiliated third parties
and/or are approved by a majority of our disinterested directors.
SHARES ELIGIBLE FOR FUTURE SALE. Sales of substantial amounts of
previously unregistered shares of our Class A common stock in the public market,
or the perception that such sales could occur, could adversely affect prevailing
market prices for our Class A common stock.
At November 9, 1998, we had approximately 97,221,632 shares of Class A
common stock outstanding. Of the shares of Class A common stock currently
outstanding, we estimate that there are
13
<PAGE>
approximately 53,000,000 unregistered shares of Class A common stock
outstanding, excluding the registered shares, some of which may be freely traded
or may be traded under certain volume and other restrictions set forth in Rule
144 promulgated under the Securities Act. In connection with Keith Barish's
resignation as Chairman of the Board of Directors, however, we have recently
filed with the SEC a registration statement on Form S-3 registering the sale of
an additional 10,000,000 shares of Class A common stock currently held by Mr.
Barish. Mr. Barish may offer such shares for sale in minimum transactions of
1,000,000 shares only through privately negotiated transactions in accordance
with the restrictions set fort in a registration rights agreement between us and
Mr. Barish. We refer you to such agreement, which has been filed as an exhibit
to our Current Report on Form 8-K dated November 10, 1998 (filed with the SEC on
November 12, 1998), and which is incorporated herein by reference.
We have reserved the following shares of Class A common stock for
issuance pursuant to the following stock plans:
1995 Stock Award and Incentive Plan 7,000,000 shares
1995 Celebrity Stock Award and Incentive Plan 6,000,000 shares
Employee Stock Purchase Plan 2,000,000 shares
At October 30, 1998, approximately 10,817,288 shares were subject to
outstanding options with a weighted average exercise price of approximately
$9.29 per share. Since both of the incentive plans have been registered on Form
S-8 with the SEC, shares of our Class A common stock issued in conjunction with
the incentive plans are generally eligible for sale in the open market.
We cannot predict what effect, if any, sales of shares of our Class A
common stock under Rule 144 or otherwise, or the future availability of such
shares for sale, will have on the market price of our Class A common stock.
CERTAIN ANTI-TAKEOVER PROVISIONS. In certain circumstances, the fact
that corporate devices are in place that will inhibit or discourage takeover
attempts could reduce the market value of our Class A common stock. Our Restated
Certificate of Incorporation (the "Restated Certificate") and Third Amended and
Restated Bylaws (the "Bylaws") contain certain provisions that may discourage
other persons from attempting to acquire control of us. These provisions
include, but are not limited to:
/bullet/ a staggered Board of Directors,
/bullet/ the authorization of the Board of Directors to issue
shares of undesignated preferred stock in one or more
series without the specific approval of the holders of
Class A common stock,
/bullet/ the establishment of advance notice requirements for
director nominations and actions to be taken at annual
meetings, and
/bullet/ the requirement that two-thirds of the stockholders
eligible to vote 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 our 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 we are subject),
could impede a merger, consolidation, takeover or other business combination
involving us or discourage a potential acquiror from making a tender offer or
otherwise attempting to obtain control of us.
14
<PAGE>
NO FORESEEABLE CASH DIVIDENDS. We have never paid cash dividends on our
Class A common stock and we do not anticipate paying any cash dividends in the
foreseeable future. In addition, the Credit Facility and the documents governing
the Notes contain restrictions on our ability to declare and pay cash dividends.
Accordingly, any future determination to pay cash dividends would be subject to
such restrictions and would be dependent upon our financial condition, results
of operations, capital requirements and such other factors as our Board of
Directors deems relevant.
VOLATILITY OF STOCK PRICE. Companies such as ours, involved in the
theme restaurant industry, have experienced substantial price volatility in the
market prices of their stock, and such volatility may continue to occur in the
future. Additionally, the stock market has from time to time experienced
significant price and volume fluctuations that are unrelated to the operating
performance of particular companies. These broad market fluctuations may
adversely affect the market price of our Class A common stock. In addition to
such broad market fluctuations, factors such as the following may have a
significant effect on the market price of our Class A common stock:
/bullet/ fluctuations in our operating results,
/bullet/ announcements of new ventures or products by us or our
competitors,
/bullet/ the perception by others of our ability to obtain any
new financing necessary,
/bullet/ public perception as to the viability of products
developed by us or our competitors,
/bullet/ changes in analysts' recommendations regarding us, and
/bullet/ general market conditions.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the registered shares
offered hereby nor will such proceeds be available for our use or benefit. All
proceeds from the sale of the registered shares will be for the account of the
selling stockholder.
SELLING STOCKHOLDER
The selling stockholder under this prospectus is Kingdom Planet
Hollywood, Ltd., an exempted company incorporated in the Cayman Islands with
limited liability.
The shares covered by this prospectus include 5,699,237 shares
previously acquired by the selling stockholder in private transactions with us,
in private transactions not with us, and in transactions on the open market, and
10,000,000 shares which are being acquired by the selling stockholder from
Leisure, pursuant to the stock purchase agreement at a price of $4.50 per share.
The closing of the stock purchase agreement is contingent upon certain events,
including (i) the expiration or earlier termination of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (ii)
the registration statement, of which this prospectus is a part, being declared
effective by the Securities and Exchange Commission. The offer and sale by
Leisure of the purchased shares to the selling stockholder pursuant to the stock
purchase agreement is being made in a transaction exempt from the registration
requirements of the Securities Act. Pursuant to the stock purchase agreement,
the selling stockholder has represented, among other things, that it:
15
<PAGE>
/bullet/ is acquiring the purchased shares solely for its own
account, for investment purposes and with no view
toward resale or other distribution within the meaning
of the Securities Act, and
/bullet/ that the purchased shares will not be offered for sale
or otherwise transferred unless they have been
registered or qualify for an exemption from
registration under the Securities Act.
We have determined that it is in our best interests to prepare and file
a registration statement, of which this prospectus is a part, relating to the
sale of the registered shares by the selling stockholder. Pursuant to the stock
purchase agreement and a registration rights agreement (both of which are filed
as exhibits to this prospectus), the expenses associated with such registration
will generally be paid as follows:
EXPENSES ASSOCIATED WITH: TO BE PAID BY:
- -------------------------------------------------------------------------------
Registration of previously owned shares selling stockholder
- --------------------------------------------------------------------------------
Registration of purchased shares Leisure
- --------------------------------------------------------------------------------
Selling expenses (including underwriting discounts and selling stockholder
commissions and brokerage commissions and fees)
- --------------------------------------------------------------------------------
In addition to its ownership of the registered shares, the selling
stockholder has had a material relationship with us within the past three years.
In March 1997, we entered into a master franchise agreement with the selling
stockholder which, as amended, allows the selling stockholder to develop 38 or
more PLANET HOLLYWOOD units in a total of 23 countries throughout the Middle
East and Europe. To date, the selling stockholder has paid us approximately $9.5
million for seven franchised locations (in which we have no ownership interest)
and has options for additional units throughout the Middle East and Europe.
Additional franchise fees are also payable under the master franchise agreement.
In March 1997, the selling stockholder also purchased 1,087,000 shares
of Class A common stock directly from us for approximately $19.6 million, and
purchased approximately $3 million of merchandise from us. The selling
stockholder has also entered into certain other transactions with us relating to
the formation and operation of three corporations to be owned equally by the
selling stockholder and us. Those corporations will own and operate PLANET
HOLLYWOOD units in Tokyo, Japan and Zurich, Switzerland and an OFFICIAL ALL STAR
CAFE unit in London, England, and those corporations and the selling stockholder
will have certain rights to additional restaurants in those countries. In
addition, the selling stockholder has provided those corporations approximately
$4.25 million which has been paid as fees to us. Each such corporation will
enter into a management agreement with us pursuant to which we will manage each
of the aforementioned units for a fee.
We have also recently entered into transactions with the selling
stockholder which grant the selling stockholder the right to develop a number of
OFFICIAL ALL STAR CAFE and SOUND REPUBLIC units in 23 countries throughout the
Middle East and Europe. In order to induce the selling stockholder to
expeditiously develop OFFICIAL ALL STAR CAFE and SOUND REPUBLIC units in those
countries, we have agreed to waive the initial franchise fees for such units, as
well as the initial franchise fees payable by the selling
16
<PAGE>
stockholder for a number of PLANET HOLLYWOOD units which the selling stockholder
has the right to develop pursuant to the Planet Hollywood master franchise
agreement described above.
The following table sets forth the name of the selling stockholder, the
total number of shares of Class A common stock beneficially owned by the selling
stockholder after the closing of the stock purchase agreement and the number of
registered shares which may be offered pursuant to this prospectus. This
information is based upon information provided by the selling stockholder. The
registered shares are being registered to permit public secondary trading of the
registered shares (other than by our affiliates), and the selling stockholder
may offer the registered shares for sale from time to time.
<TABLE>
<CAPTION>
TOTAL NUMBER OF SHARES OF OWNERSHIP AFTER
CLASS A COMMON STOCK OFFERING (3)
OWNED BEFORE OFFERING (1) NUMBER OF ---------------
NAME OF ------------------------- SHARES BEING
SELLING STOCKHOLDER OFFERED
------------------- ------------
NUMBER OF NUMBER OF
SHARES PERCENT (2) SHARES PERCENT(2)
---------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Kingdom Planet Hollywood, Ltd. 15,699,237 16.1% 15,699,237 0 0%
- ----------------------------- ---------- ----------- ---------- ---------- ----------
<FN>
(1) The number of shares beneficially owned is determined under rules
promulgated by the SEC, and the information is not necessarily indicative
of beneficial ownership for any other purpose. Such number gives effect to
the closing of the stock purchase agreement.
(2) Percent of total shares of Class A common stock outstanding as of November
9, 1998.
(3) It is unknown if, when or in what amounts the selling stockholder may offer
registered shares for sale pursuant to this offering. Because the selling
stockholder may offer all or some of the registered shares pursuant to this
offering, and because there are currently no agreements, arrangements or
understandings with respect to the sale of any of the registered shares
that will be held by the selling stockholder after the closing of the stock
purchase agreement, no estimate can be given as to the amount of registered
shares that will be held by the selling stockholder after completion of the
offering. However, for purposes of this table, we have assumed that, after
completion of the offering, none of the registered shares offered hereby
will be held by the selling stockholder.
</FN>
</TABLE>
PLAN OF DISTRIBUTION
The registered shares offered hereby for sale may be offered by the
selling stockholder or by pledgees, donees, transferees or other successors in
interest that receive the registered shares as a gift, partnership distribution
or other non-sale related transfer. The registered shares may be sold by the
selling stockholder, or its successors in interest, from time to time in
transactions on the New York Stock Exchange, in the over-the-counter market, in
privately negotiated transactions, in underwritten transactions, through the
writing of options on the registered shares or a combination of such methods of
sale, at fixed prices which may be changed, at market prices prevailing at the
time of the sale, at prices related to prevailing market prices or at negotiated
prices.
The registered shares may be sold directly or through broker-dealers
acting as principal or agent, or pursuant to a distribution by one or more
underwriters on a firm commitment or best-efforts basis. In connection with an
underwritten offering, underwriters or agents may receive compensation in the
form
17
<PAGE>
of discounts, concessions or commissions from the selling stockholder or from
purchasers of the registered shares for whom they may acts as agents, and
underwriters may sell the registered shares to or through dealers, and such
dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agents. Under agreements that may be entered into by us,
underwriters, dealers and agents who participate in the distribution of the
registered shares may be entitled to indemnification by us against certain
liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments which such underwriters, dealers or agents may be
required to make in respect thereof.
The selling stockholder and any underwriters, dealers or agents
participating in the distribution of the registered shares may be deemed to be
"underwriters" within the meaning of the Securities Act, and any profit on the
sale of the registered shares by the selling stockholder and any commissions
received by any such broker-dealers may be deemed to be underwriting commissions
under the Securities Act.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the registered shares may not
simultaneously engage in market making activities with respect to the Class A
common stock for a period of two business days before the commencement of such
distribution. In addition and without limiting the foregoing, the selling
stockholder will be subject to the applicable provisions of the Exchange Act and
the rules and regulations thereunder, which provisions may limit the timing of
purchases and sales of shares of Class A common stock by the selling
stockholder.
Any or all of the sales or other transactions involving the registered
shares described above, whether effected by the selling stockholder, any
broker-dealer or others, may be made pursuant to this prospectus. In addition,
any registered shares that qualify for sale pursuant to Rule l44 under the
Securities Act may be sold under Rule 144 rather than pursuant to this
prospectus.
In order to comply with the securities laws of certain states, if
applicable, the registered shares will be sold in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in certain
states the registered shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.
The purchased shares were sold by Leisure to the selling stockholder in
a transaction exempt from the registration requirements of the Securities Act.
In accordance with a Registration Rights Agreement between us, the Selling
Stockholder and Leisure dated October 30, 1998, we have agreed to register the
sale of the registered shares under the Securities Act. Both we and the selling
stockholder have agreed to indemnify and hold each other harmless against
certain liabilities under the Securities Act that could arise in connection with
the sale by the selling stockholder of the registered shares.
LEGAL MATTERS
The validity of the registered shares offered hereby and certain other
legal matters will be passed upon for us by Gray, Harris & Robinson, P.A.,
Orlando, Florida. As of the date hereof, attorneys with Gray, Harris & Robinson,
P.A. who have worked on substantive matters for us own less than 20,000 shares
of Class A common stock.
18
<PAGE>
EXPERTS
The financial statements incorporated in this prospectus by reference
to the Annual Report on Form 10-K, as amended, of Planet Hollywood
International, Inc. for the year ended December 28, 1997 and the Planet
Hollywood International, Inc. Registration Statement on Form S-4, as amended,
dated May 1, 1998, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
19
<PAGE>
No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in this
prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized by us, the selling stockholder or by
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 shares
offered hereby, nor does it constitute an offer to sell or a solicitation of an
offer to buy any of the registered shares offered hereby to any person in any
jurisdiction in which such offer or solicitation would be unlawful. Neither the
delivery of this prospectus nor any sale made hereunder shall under any
circumstances create any implication that the information contained herein is
correct as of any date after the date hereof.
----------------
TABLE OF CONTENTS
Where You Can Find More Information....................................1
Incorporation of Certain Documents
By Reference...........................................................1
Note Regarding Forward-Looking
Statements.............................................................2
The Company............................................................3
Risk Factors...........................................................7
Use of Proceeds.......................................................15
Selling Stockholder...................................................15
Plan of Distribution..................................................17
Legal Matters.........................................................18
Experts...............................................................19
15,699,237 SHARES
[LOGO]
CLASS A COMMON STOCK
-------------------
PROSPECTUS
-------------------
DECEMBER __, 1998
20
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated costs and expenses payable
by Leisure and the selling stockholder in connection with the sale of Class A
common stock being registered. Any such costs paid by the Company will be
reimbursed by Leisure or the selling stockholder. All of the amounts shown are
estimates except the registration fee.
SEC Registration Fee............................................ $ 17,321
Accounting fees and expenses.................................... 21,000
Legal fees and expenses......................................... 150,000
Printing and engraving expenses................................. 2,500
Miscellaneous fees and expenses................................. 2,000
----------
Total.......................................... $ 192,821
==========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL"), the Bylaws of the Company provide that the Company may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed claim, action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Company) by reason of the fact that he is or was a
director, officer, employee or agent of the Company, or is or was serving at the
request of the Company as a director, partner, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees inclusive of any appeal), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such claim, action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company, and with respect to any criminal action or proceeding,
has no reasonable cause to believe his conduct unlawful.
Pursuant to Section 145 of the DGCL, the Bylaws further provide that
the Company may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed claim, action or suit by
or in the right of the Company to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
partner, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees
inclusive of any appeal) actually and reasonably incurred by him in connection
with the defense or settlement of such claim, action or suit if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the Company unless and only to the extent that a court of competent
jurisdiction (the "Court") in which such claim, action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the
II - 1
<PAGE>
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court shall deem proper.
Section 145 further provides that to the extent a director, officer,
employee or agent of a corporation has been successful in the defense of any
action, suit or proceeding referred to above or in the defense of any claim,
issue or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith; that indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled;
and that the corporation is empowered to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation against any liability asserted against him in any such capacity or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under Section 145.
Insofar as indemnification for liabilities arising under 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 SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. If a claim for indemnification against such 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 counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II - 2
<PAGE>
ITEM 16. EXHIBITS
EXHIBIT NUMBER EXHIBIT DESCRIPTION
- -------------- -------------------
3.1 * Restated Certificate of Incorporation of the Registrant
3.2 ** Third Amended and Restated Bylaws of the Registrant
4.1*** First Amendment to Amended and Restated Revolving Credit
Agreement, dated as of December 8, 1998, among the Registrant,
SunTrust Bank and certain other banks (the "Credit Facility")
5.1** Opinion of Gray, Harris & Robinson, P.A.
10.1** Stock Purchase Agreement
10.2** Registration Rights Agreement
23.1*** Consent of PricewaterhouseCoopers LLP
23.2** Consent of Gray, Harris & Robinson, P.A. (included in Exhibit 5.1)
24.1*** Powers of Attorney
* Incorporated by reference to the exhibits with the corresponding exhibit
numbers in the Registration Statement on Form S-1 previously filed by the
Registrant (Registration No. 333- 01490)
** Previously filed
*** Filed herewith
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes to file, during any period
in which offers or sales are being made, a post-effective amendment to this
registration statement, to include any material information with respect to the
plan of distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement. For
purposes of determining any liability under the Securities Act of 1933, each
such post-effective amendment 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. The
undersigned Registrant further undertakes 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement 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 - 3
<PAGE>
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Act
and is, therefor, unenforceable. If a claim for indemnification against such
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 whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and 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 this 10th day of
December, 1998.
PLANET HOLLYWOOD INTERNATIONAL, INC.
Registrant
By: /s/ ROBERT EARL Date: December 10, 1998
---------------------------
Robert Earl
Chief Executive Officer
By: /s/ THOMAS AVALLONE Date: December 10, 1998
----------------------------
Thomas Avallone
Chief Financial Officer (and Principal
Accounting Officer)
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 dates indicated:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- --------- -------- ----
<S> <C> <C>
/s/ ROBERT EARL Chairman of the Board of Directors and December 10, 1998
- ---------------------- Chief Executive Officer
Robert Earl
/s/ THOMAS AVALLONE Director, Executive Vice President and December 10, 1998
- ---------------------- Chief Financial Officer
Thomas Avallone
/s/ WILLIAM H. BAUMHAUER Director, President and Chief Operating Officer December 10, 1998
- -------------------------
William H. Baumhauer
* Director December 10, 1998
- ----------------------
Keith Barish
</TABLE>
II - 4
<PAGE>
* Director December 10, 199
- ------------------
Claudio Gonzale
* Director December 10, 1998
- ------------------
Mark McCormack
* Director December 10, 1998
- ------------------
Michael Montague
* Director December 10, 1998
- ------------------
Ong Beng Seng
* Director December 10, 1998
- ------------------
Isadore Sharp
* Director December 10, 1998
- -------------------
Michael Tarnopol
---------------------
* The undersigned, by signing his name hereto, does hereby sign this
registration statement or amendment thereto on behalf of the above
indicated directors and officers of Planet Hollywood International, Inc.
pursuant to powers of attorney executed on behalf of each such director and
officer.
By: /s/ THOMAS AVALLONE
-----------------------
Thomas Avallone
ATTORNEY-IN-FACt
II - 5
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NUMBER EXHIBIT DESCRIPTION
- -------------- -------------------
3.1 * Restated Certificate of Incorporation of the Registrant
3.2 ** Third Amended and Restated Bylaws of the Registrant
4.1*** First Amendment to Amended and Restated Revolving Credit
Agreement, dated as of December 8, 1998, among the Registrant,
SunTrust Bank and certain other banks (the "Credit Facility")
5.1** Opinion of Gray, Harris & Robinson, P.A.
10.1** Stock Purchase Agreement
10.2** Registration Rights Agreement
23.1*** Consent of PricewaterhouseCoopers LLP
23.2** Consent of Gray, Harris & Robinson, P.A. (included in Exhibit
5.1)
24.1*** Powers of Attorney
* Incorporated by reference to the exhibits with the corresponding exhibit
numbers in the Registration Statement on Form S-1 previously filed by the
Registrant (Registration No. 333-01490)
** Previously filed
*** Filed herewith
II - 6
EXHIBIT 4.1
FIRST AMENDMENT TO AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
(the "FIRST AMENDMENT") dated as of December 8, 1998 by and among PLANET
HOLLYWOOD INTERNATIONAL, INC., a Delaware corporation, ("BORROWER") and SUNTRUST
BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION, ("SUNTRUST"), a national banking
association, THE BANK OF NOVA SCOTIA, ("SCOTIA BANK"), a Canadian chartered
bank, (collectively, the "LENDERS", and individually, a "LENDER") and SunTrust,
as Administrative Agent for the Lenders, Scotia Bank as Syndication Agent for
the Lenders, and SunTrust and Scotia Bank as Agents for the Lenders.
W I T N E S S E T H
WHEREAS, on or about March 25, 1998, the Borrower, the Agents and the
Lenders entered into a certain Amended and Restated Revolving Credit Agreement
(the "INITIAL LOAN AGREEMENT") dated March 25, 1998 pursuant to which the
Lenders and the Borrower restructured the then existing credit facilities which
had been extended to the Borrower into a single Total Revolving Loan in the
aggregate amount of $65,000,000 (the "REVOLVING LOANS"); and
WHEREAS, as a part of the Revolving Loans, but separate therefrom, the
Lenders also extended for and on behalf of the Borrower through one of its
subsidiaries a Credit Facility in the nature of a Synthetic Lease in the
aggregate face amount of $35,000,000 (the "SYNTHETIC LEASE"). For the purposes
of the Initial Loan Agreement and the other Credit Documents, the Borrower shall
be deemed to be the person primarily obligated under the Synthetic Lease,
although the primary obligor is a subsidiary of the Borrower; and
WHEREAS, in connection with the Synthetic Lease, SunTrust Bank, Atlanta
(the "CREDITOR"), an affiliate of SunTrust and the Borrower entered into an
interest rate swap so as to fix the interest rate in connection with the
obligations due and owing under the Synthetic Lease, which obligation, although
contingent, would become due and payable at such time as the Synthetic Lease is
"unwound" (the "INTEREST RATE SWAP"). For the purposes of the Interest Rate
Swap, the Creditor shall be deemed to be a Lender for the purposes of the
Initial Loan Agreement and the other Credit Documents, even though the Creditor
may not be a party signatory to all the Credit Documents; and
WHEREAS, the Borrower, the Agents, and the Lenders have reached an
agreement to modify and restructure the Revolving Loans, the Synthetic Lease,
and the Interest Rate Swap (collectively, the "CREDIT FACILITIES") so as to
provide for, among other matters:
<PAGE>
A. In regard to the Credit Facilities:
(i) Pay off any outstanding balance due on the
Revolving Loans with a further provision that no further
Advances may be extended as a Revolving Loan. Those Letters
of Credit which are outstanding may remain but will be
separately secured by certain Cash Collateral (as defined
below). Outstanding Letters of Credit may only be renewed
with the consent of the Required Lenders; and
(ii) Restructure the payment dates and amounts due
under the Synthetic Lease; and
(iii) Confirm the obligations of the Borrower in
connection with the Interest Rate Swap, with provisions for
satisfying said obligation as and when payments are made on
the Synthetic Lease.
B. Amend and modify various provisions of the Initial Loan
Agreement and other Credit Documents including, by way of limitation,
the Maturity Date for the Loans, the financial covenants, and the
collateral provisions,
and the parties hereto wish to set forth said changes in this First Amendment.
NOW, THEREFORE, for and in consideration of the above premises and the
mutual covenants and agreements contained herein, the Borrower, the Agent, and
the Lenders agree as follows:
1. DEFINITIONS. Unless defined or re-defined in this First Amendment,
capitalized terms contained herein shall have the meanings defined and set forth
in the Initial Loan Agreement.
2. ADDITIONAL DEFINITIONS. There is hereby added to SECTION 1.1 of the
Initial Loan Agreement the following additional definitions:
"CASH COLLATERAL" shall mean for each Letter of Credit, a
Certificate of Deposit (in paperless form), with the amount of each
Certificate of Deposit to be agreed upon between SunTrust and the
Borrower.
"CREDITOR" shall mean SunTrust Bank, Atlanta, an affiliate of
SunTrust, and the entity which has extended Facility C. For the
purposes of the Agreement and each and every other Credit Document,
SunTrust Bank, Atlanta, shall be deemed to be a "Lender" and entitled
to all the benefits and privileges of said
2
<PAGE>
Credit Document, notwithstanding that it is not a signatory to said
other Credit Document. The purpose of this definition is to provide to
SunTrust Bank, Atlanta, the benefits as a Lender in connection with
Facility C. Notwithstanding the foregoing, the consent of SunTrust
Bank, Atlanta shall not be required in connection with any Credit
Document, as the only consent will be that of the Required Lenders
(being SunTrust and Scotia Bank), except in connection with the
Interest Rate Swap, for which any change would require the consent of
SunTrust Bank, Atlanta.
"EQUITY COMPONENT" shall mean in regard to the Synthetic
Lease, the Lessor's Invested Amount (as defined in the Master
Agreement) in the amount of $1,050,000.
"FACILITY A" shall mean the Revolving Loans (which includes
all Letters of Credit).
"FACILITY B" shall mean the Synthetic Lease.
"FACILITY C" shall mean the Interest Rate Swap.
"INTEREST RATE SWAP" shall mean the Interest Rate Swap
Agreement entered into between the Borrower and SunTrust to fix the
interest rate due under the Synthetic Lease.
"MASTER AGREEMENT" shall mean the Master Agreement, dated as
of November 24, 1997, among Planet Hollywood (Region III), Inc., as
Lessee, the Borrower as Guarantor, Atlantic Financial Group, Ltd., as
Lessor, certain financial institutions parties thereto, as Lenders, The
Bank of Nova Scotia, as Documentation Agent, and SunTrust, as Agent, as
such agreement has heretofore been, may contemporaneously herewith be
or may hereafter be amended or supplemented.
"NEW YORK PROPERTY" shall mean the property described by and
covered by the Synthetic Lease.
"SYNTHETIC LEASE" shall mean the Lease, as defined in the
Master Agreement.
"SYNTHETIC LEASE DOCUMENTS" shall mean the Operative Documents
as defined in the Master Agreement.
"SYNTHETIC LEASE NOTES" shall collectively mean the promissory
notes issued in connection with the Synthetic Lease including the
following:
3
<PAGE>
1.A Acquisition Note dated November 24, 1997 from the
Lessor to the Mortgagee, as Agent (the "AGENT") in the face
amount of $16,400,000; and
2.B Acquisition Note dated November 24, 1997 from the
Lessor to the Agent in the face amount of $3,000,000; and
3.A Construction Note dated November 24, 1997 from the
Lessor to the Agent in the face amount of $12,300,000; and
4.B Construction Note dated November 24, 1997 from the
Lessor to the Agent in the face amount of $2,250,000.
3. AMENDMENT OF EXISTING DEFINITIONS. The following definitions set
forth in SECTION 1.1 of the Initial Loan Agreement are hereby amended as
follows:
"COLLATERAL" shall mean, except where otherwise directed by
the Administrative Agent, all tangible and intangible assets of the
Borrower, including, but not limited to, the Cash Collateral, all Stock
Collateral, notes from subsidiaries referenced on SCHEDULE 7.10,
general intangibles such as franchises, trademarks, brands, licenses,
patents and other rights necessary for the operation of its business,
the Headquarters Property and the New York Property. To the extent any
general intangibles such as franchises, trademarks, brands, licenses,
patents and other rights necessary for the operation of its business on
a domestic basis or located in a Subsidiary, then those assets in the
Subsidiary will also be included within the term "COLLATERAL" unless
otherwise set forth by the Required Lenders.
"CONSOLIDATED EBITDA" shall mean an amount equal to the sum of
the Consolidated Companies' Consolidated Net Income (Loss), plus, to
the extent deducted in determining Consolidated Net Income (Loss), (i)
Consolidated Income Tax Expense, (ii) Consolidated Interest Expense,
(iii) depreciation and amortization, and (iv) non-cash charges which
were included in determining the Consolidated Companies' net income for
its fourth quarter for its 1998 fiscal year. EBITDA shall be adjusted
to include the audited trailing twelve months EBITDA of any acquired
entity.
"CREDIT DOCUMENTS" shall mean, collectively, the Agreement, as
amended from time to time, the Notes, the Pledge Agreement, the
Security Agreement, and all other Security Documents, the Guaranty
Agreements, and all other Guaranty
4
<PAGE>
Documents, the Synthetic Lease Documents, together with all other
documents, agreements, certificates, schedules, notes, statements and
opinions, however described, referenced herein or delivered pursuant
hereto or in connection with or arising out of the Loans or the
transactions contemplated by this Agreement.
"MATURITY DATE" shall mean the earlier of (i) June 30, 1999,
or such later date as may be approved by the Agents and the Lenders, in
their sole discretion, or (ii) the occurrence of an Event of Default.
"OBLIGATIONS" shall mean all amounts owing to the Agents or
any Lender pursuant to the terms of this Agreement or any other Credit
Document (which, by definition, includes any and all obligations due
and owing under the Synthetic Lease and each other Synthetic Lease
Document (which includes all obligations in regard to the Equity
Component) and the Interest Rate Swap), including without limitation,
all Loans (including all principal and interest payments due
thereunder), all obligations in connection with all Letters of Credit,
interest rate cap agreements, interest rate swap agreements, foreign
currency exchange agreements and other hedging agreements or
arrangements, fees, expenses, indemnification and reimbursement
payments, indebtedness, liabilities, and obligations of the Credit
Parties, direct or indirect, absolute or contingent, liquidated or
unliquidated, now existing or hereafter arising, together with all
renewals, extensions, modifications or refinancings thereof.
"REVOLVING LOANS" shall mean, collectively, the revolving
credit loans made to Borrower by the Lenders pursuant to Section 2.1,
including all Letters of Credit.
"TOTAL REVOLVING LOAN COMMITMENT" shall mean the sum of the
Revolving Loan Commitments of all the Lenders in the aggregate amount
of $6,797,357.34. This amount represents the face amounts currently
outstanding in U.S. dollars on the Letters of Credit.
4. DELETION OF DEFINITIONS. The following definitions are deleted from
the Initial Loan Agreement:
"LEASE" shall mean the lease to be entered into by and between
Atlantic Financial Group, Ltd., as the lessor, and the Borrower, as the
lessee, with respect to the New York Restaurant. (NOTE: This definition
is being deleted as it is being redefined under paragraph 2 above as a
"Synthetic Lease").
"MAXIMUM LETTER OF CREDIT AMOUNT" shall mean $10,000,000.00.
5
<PAGE>
"MAXIMUM MULTICURRENCY LOAN AMOUNT" shall mean the U.S. Dollar
Equivalent of $25,000,000.00.
"MAXIMUM SWING LINE AMOUNT" shall mean $5,000,000.00.
"MULTICURRENCY LOANS" shall mean Revolving Loans made in an
Available Foreign Currency and bearing interest at the Foreign Currency
Rate plus the Applicable Margin.
"REVOLVING LOANS A" shall mean, collectively, the revolving
credit loans made to the Borrower by the Lenders pursuant to Section
2.1, including multicurrency loans and swing line loans, up to the
aggregate principal amount of $100,000.00.
"REVOLVING LOANS B" shall mean, collectively, the revolving
credit loans made to the Borrower by the Lenders pursuant to Section
2.1, including multicurrency loans and swing line loans, up to the
aggregate amount of $64,900,000.00.
"SWING LINE ADVANCE" shall mean any Loan or Advance made or
outstanding hereunder made as a Swing Line Loan and bearing interest
based on the Swing Line Rate.
"SWING LINE COMMITMENT" shall mean the amount of such
commitment set forth under the Administrative Agent's name on the
signature page hereof, as the same may be increased or decreased from
time to time as a result of any amendment thereof pursuant to Section
11.2.
"SWING LINE LENDER" shall mean the Administrative Agent
subject, however, to the provisions of Section 2.1(i) below, in which
event, the term "Swing Line Lender" shall mean all the Lenders.
"SWING LINE LOAN" shall mean those Revolving Loans which are
extended by the Swing Line Lender under the provisions of Section
2.1(i) below.
"SWING LINE RATE" shall mean the absolute rate of interest
offered by the Swing Line Lender applicable to Swing Line Advances.
"SWING LINE LOANS" shall mean the revolving credit loans made
to the Borrower by the Administrative Agent pursuant to Section 2.1(i).
5. AMENDMENTS TO INITIAL LOAN AGREEMENT. The Initial Loan Agreement is
hereby amended as follows:
6
<PAGE>
(a) In regard to Article II regarding the revolving loans and
the letters of credit, the Borrower has paid all amounts currently
outstanding on all revolving loans and has further agreed that it shall
have no further right to obtain any further or additional Advances,
Letters of Credit or other Borrowings of any nature whatsoever under
the Revolving Loans. As such, the Lenders are under no further
obligations of any nature whatsoever to extend to the Borrower any
credit as a Revolving Loan.
(b) In regard to SECTION 2.7 regarding General Provisions as
to Letters of Credit, there is hereby added the following subsections
(d) through (f):
"(d) As of the date hereof, SCHEDULE 2.7 attached
hereto sets forth all the outstanding Letters of Credit.
(e) In connection with the outstanding Letters of
Credit, the following provisions shall apply:
(i) The Borrower shall pledge to and grant a
security interest in the Cash Collateral to secure
any reimbursement obligations to the Lenders in
connection with the Letters of Credit. The Cash
Collateral shall secure all the Letters of Credit.
(ii) The Borrower shall use all reasonable
efforts to cause the Letters of Credit to be
terminated so that said obligations shall no longer
be outstanding. In this regard, SunTrust shall be
under no duty or obligation to renew or extend any
Letter of Credit and, to the extent permitted under
the terms of the Letter of Credit, SunTrust may
notify the holder of said Letter of Credit that it is
being canceled or terminated.
(f) The Cash Collateral to be pledged for each Letter
of Credit is set forth in SCHEDULE 2.7 attached hereto. In
regard to those Letters of Credit which are issued in foreign
currency, the amount of the Cash Collateral is 125% of the
face amount of the Letter of Credit. If, due to currency
fluctuations, the amount of the Cash Collateral should at any
time and from time to time fall to 115% or less of the face
amount of the Letter of Credit, the Borrower shall pledge
additional Cash Collateral to bring said coverage back to
125%. "
7
<PAGE>
(c) In regard to Article III (which was not applicable in the
Initial Loan Agreement), that Article is now applicable in regard to
the Synthetic Lease and related Interest Rate Swap as follows:
"SECTION 3.1 SYNTHETIC LEASE NOTES - AMOUNTS DUE. The
Borrower does hereby state and confirm that there is due and
owing on the Synthetic Lease Notes as of the date hereof the
unpaid principal balance of $34,808,910.88 together with
interest on a quarterly basis from and after November 24,
1998. The Borrower does further state and agree that said
amounts are absolutely and unconditionally due and owing on
said Synthetic Lease Notes, and are not subject to any claim,
counter-claim, defense or other right of offset.
SECTION 3.2 PAYMENT OF SYNTHETIC LEASE - MANDATORY
PAYMENTS. The Borrower shall pay or cause to be paid the
Synthetic Lease Notes and the obligations owing under the
Synthetic Lease as follows:
(a) INTEREST. Interest shall continue to be
paid by the Borrower (as Basic Rent under the
Synthetic Lease) as and when due and in accordance
with the terms of the Synthetic Lease Notes.
(b) PRINCIPAL. The Borrower shall continue
to make scheduled principal payments due on the
Synthetic Lease as and when due.
(c) REQUIRED PRINCIPAL REDUCTIONS. The
Borrower shall make the following mandatory Basic
Rent Payments on the Synthetic Lease:
(i) Simultaneous with the execution
of this First Amendment, the Borrower has
made a payment in the amount of $10,000,000.
(ii) On or before March 31, 1999,
the Borrower shall make a further mandatory
payment in the amount of $12,500,000.
8
<PAGE>
Each payment shall be applied equally to SunTrust and
Scotia Bank.
(d) MATURITY DATE. Each Synthetic Lease Note
and all other obligations owing under the Synthetic
Lease shall be due and payable in full on June 30,
1999 (i.e. the Maturity Date).
SECTION 3.3 INTEREST RATE SWAP. In regard to the
Interest Rate Swap:
(a) The Credit Facility under the Interest
Rate Swap has been extended by SunTrust Bank,
Atlanta, an affiliate of SunTrust. Notwithstanding
that SunTrust Bank, Atlanta, may not be a signatory
to this Agreement or one or more other Credit
Documents, SunTrust Bank, Atlanta, shall be deemed to
be a Lender hereunder and be entitled to the benefits
and privileges set forth in this Agreement and each
other Credit Document. Specifically, the Collateral
shall secure any obligations due SunTrust Bank,
Atlanta in connection with the Interest Rate Swap,
and any mortgage, security interest or other lien
held by any one or more of the Agents shall further
be held to secure Facility C due and owing to
SunTrust Bank, Atlanta.
(b) As and when mandatory principal
reductions are paid on the Synthetic Lease as set
forth in SECTION 3.2(C) above, the Interest Rate Swap
shall be "unwound" on a pro-rata basis.
(c) The Interest Rate Swap will, in any
event, be fully unwound at such time as obligations
due under the Synthetic Lease (including, but not
limited to, the Synthetic Lease Notes) is paid in
full but in no event later than the Maturity Date.
As and when the Interest Rate Swap is "unwound" from time to
time, the Borrower shall pay to the Lender (in this case,
SunTrust Bank, Atlanta, which has provided this Facility) any
obligation arising out of said Interest Rate Swap.
9
<PAGE>
(d) SUBSECTION 5.1(S) regarding the mortgage is amended in its
entirety to read as follows:
"(s) The Mortgage has been recorded and otherwise
implemented so that the Lenders hold a first mortgage on the
Headquarters Property, which Mortgage shall secure all the
Obligations (including the Synthetic Lease and the Interest
Rate Swap), but not to exceed insofar as principal is
concerned the principal amount of $20,000,000. The Mortgage
shall further secure interest earned or due on said principal,
together with costs and collection expenses, including
attorney's fees, and other related expenses."
(e) There is hereby added to SECTION 5.1 the following
subsection (u):
"(u) The Borrower has executed all Security Documents
so as to grant to SunTrust (for the benefit of all the
Lenders) a first, security interest in the Cash Collateral."
(f) SECTION 7.8 regarding Financial Covenants is hereby
amended in its entirety to read as follows:
"SECTION 7.8 FINANCIAL COVENANTS
(a) CONSOLIDATED EBITDA. Maintain on the last day of
each calendar quarter, calculated on a rolling four-quarter
basis based upon the Borrower's financial statements for the
immediately preceding four quarters, Consolidated EBITDA of
$0.00 or greater. For the purposes of determining this
Financial Covenant, any cash payments or expenditures incurred
by the Borrower in connection with any restructuring incurred
after June 1, 1998 shall be deemed to be an expense and
included in determining this Financial Covenant, with said
cash payments or expenditures being deemed to have been
"incurred" when said cash payments or expenditures are
actually made.
(b) CONSOLIDATED NET WORTH. Maintain on the last day
of each calendar quarter consolidated net worth of at least
$125,000,000 . "
(g) There is hereby added to ARTICLE VII the new following
SECTION 7.14 regarding the marketing and sale of the Headquarters
Property and the New York Property:
10
<PAGE>
"SECTION 7.14 SALE OF HEADQUARTERS AND NEW YORK
PROPERTIES. As a result of the restructuring of the Credit
Facilities as reflected in this First Amendment, the Borrower
has agreed to exercise its best efforts to dispose of the
Headquarters Property (on which the $20,000,000 principal
mortgage has been imposed) and the New York Property (which is
subject to the Synthetic Lease). In that regard:
(a) The Borrower shall immediately undertake
all reasonable actions to dispose of said Facilities
including the engagement of an appropriate broker to
list and assist the Borrower in the sale of said
properties.
(b) The Borrower shall use its best efforts
in good faith to follow all commercially reasonable
practices in order to sell and dispose of said
Facilities.
(c) The Borrower shall keep the Lenders
advised and furnish them with copies of documents
relating to said efforts including copies of listing
agreements, sales materials, etc.
(d) No facilities may be disposed of without
the prior approval of the Required Lenders. If so
approved, the net proceeds due the Borrower shall be
applied as an additional principal reduction on the
Synthetic Lease and shall be applied to the last
amounts coming due on the Synthetic Lease.
6. MODIFICATION OF SCHEDULES. In regard to the Schedules attached to
the Initial Loan Agreement, the Borrower reaffirms each of said Schedules except
for the Schedules as set forth below, which Schedules are so amended (as of the
date hereof) in the form attached to this First Amendment. In regard to those
Schedules which have not been so amended as set forth below, the Borrower does
hereby reconfirm and ratify the information contained in the Schedules attached
to the Initial Loan Agreement, except for changes thereto occurring only in the
ordinary course of business. By way of illustration, the Borrower confirms that
there have been no material changes to said Schedules and there have been no new
Material Subsidiaries:
Schedule 2.7 Outstanding Letters of Credit
7. LOAN AGREEMENT. From and after the date of this First Amendment, the
term "LOAN AGREEMENT", shall mean the Initial Loan Agreement as modified by this
First
11
<PAGE>
Amendment. Further, to the extent applicable, all Loan Documents shall be deemed
hereof to be automatically amended so as to refer to and reflect the
transactions contemplated by this First Amendment. This First Amendment shall be
deemed to be a permitted amendment to the Initial Loan Agreement and,
accordingly, shall be deemed to be a Loan Document. The Loan Agreement shall not
be incorporated into the Notes.
8. WAIVER OF PRIOR DEFAULT. Effective as of the date hereof, the
Required Lenders waive Borrower's compliance with SECTION 7.8 for all periods
prior to September 27, 1998, and further waive all known defaults that arose out
of Borrower's non-compliance with SECTION 7.8 for said prior periods.
9. RATIFICATION. Except as set forth in this First Amendment, the
Borrower does hereby ratify and confirm the Initial Loan Agreement, along with
its existing schedules and all other Credit Documents. In that regard, the
Borrower does hereby agree with the Lenders that in regard to each Credit
Document, the Borrower has no claim, counterclaim, defense or other right of
offset whatsoever either upon the Credit Documents or against any Lender, and,
to the extent any such claim, counterclaim, defense or other right or offset
exists, whether known or unknown, said claim, counterclaim, defense or other
right of offset is hereby expressly unknowingly waived in consideration for the
amendment and modification of the Credit Facilities as agreed to by the Lenders.
[SIGNATURES BEGIN ON FOLLOWING PAGE]
12
<PAGE>
SIGNATURE PAGE TO
FIRST AMENDMENT TO AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
BETWEEN SUNTRUST BANK AND SCOTIA BANK, AS AGENTS
AND PLANET HOLLYWOOD INTERNATIONAL, INC.
BORROWER:
8669 Commodity Circle PLANET HOLLYWOOD
Orlando, Florida 32819 INTERNATIONAL, INC.
Telecopy No.: (407) 352-7310
Telephone No.: (407) 363-7827
By:______________________________
Thomas Avallone,
Executive Vice President
In the case of Notices to the Borrower, copies shall be sent to:
Byrd F. Marshall, Jr., Esquire
GRAY, HARRIS & ROBINSON, P.A.
201 East Pine Street
Suite 1200
Orlando, Florida 32801
Telephone No.:(407) 244-5690
Telecopy No.:(407) 843-8880
13
<PAGE>
SIGNATURE PAGE TO
FIRST AMENDMENT TO AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
BETWEEN SUNTRUST BANK AND SCOTIA BANK, AS AGENTS
AND PLANET HOLLYWOOD INTERNATIONAL, INC.
Address for Notices: SUNTRUST BANK, CENTRAL
FLORIDA, NATIONAL ASSOCIATION,
Individually and as Administrative Agent
200 South Orange Avenue and Agent
6th Floor, SOAB
Post Office Box 3833 By:_________________________________
Orlando, Florida 32897 Vipul H. Patel,
First Vice President
Attention: Vipul H. Patel,
First Vice President
Telephone No.: (407) 237-5352
Telecopy No.:(407) 237-4076
Lending Office:
200 South Orange Avenue
6th Floor, SOAB
Post Office Box 3833
Orlando, FL 32897
Attention: Vipul H. Patel,
First Vice President
Telephone No.:(407) 237-5352
Telecopy No.:(407) 237-4076
- ---------------------------------------------
Revolving Loan Commitment(1): $3,398,678.67(2)
Pro Rata Share of Revolving Loan Commitment: 50.00%
(1) The Revolving Loan Commitment represents solely Letters of Credit which are
outstanding as of the date of this First Amendment. There is no further
obligation to extend any Advances (including any additional Letters of
Credit) under this Agreement.
(2) This represents 1/2 in U.S. dollars of all outstanding Letters of Credit.
14
<PAGE>
SIGNATURE PAGE TO
FIRST AMENDMENT TO AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
BETWEEN SUNTRUST BANK AND SCOTIA BANK, AS AGENTS
AND PLANET HOLLYWOOD INTERNATIONAL, INC.
Address for Notices THE BANK OF NOVA SCOTIA
Individually and as
Atlanta Agency, Suite 2700 Syndication Agent and Agent
600 Peachtree Street, N.E.
Atlanta, Georgia 30308
By:______________________________
Attention: Mr. Frank Sandler
Name:____________________________
Telephone No.: (404) 888-8998
Telecopy No.: (404) 877-1505
Title:___________________________
Payment Office
Atlanta Agency, Suite 2700
600 Peachtree Street, N.E.
Atlanta, GA 30308
Attention: Ms. Dorothy Legista,
Loan Administration
- ----------------------------------------
Revolving Loan Commitment(1): $3,398,678.67(2)
Pro Rata Share of Revolving Loan Commitment: 50.00%
(1) The Revolving Loan Commitment represents solely Letters of Credit which are
outstanding as of the date of this First Amendment. There is no further
obligation to extend any Advances (including any additional Letters of
Credit) under this Agreement.
(2) This represents 1/2 in U.S. dollars of all outstanding Letters of Credit.
15
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE 2.7
SCHEDULE OF OUTSTANDING LETTERS OF CREDIT
AMT IN LOCAL EXPIRY AMOUNT OF
L/C # CURRENCY (1) BENEFICIARY DATE AMT IN USD(2) COLLATERAL(3)(7)
- ------- ------------ ----------- ------ ------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
F700340 F3,000,000(4) BNP 7/20/99 $ 544,393.72 $ 687,500.00
F700416 $300,718.65 140 West 57th Street 12/31/99 $ 300,718.65 $ 300,718.65
F700488 $ 10,000.00 State of Washington 06/26/99 $ 10,000.00 $ 10,000.00
F700576 DM25000000(5) Bayerische Landesbank 1/15/99 $1,491,824.80 $1,875,000.00
F700605 $1,600,000 Travelers 12/31/99 $1,600,000.00 $1,600,000.00
F700643 $1,800,000 Paramount Leasehold 10/01/99 $1,800,000.00 $1,800,000.00
F700733 Fr.$1,500,000(6) Turintra & Zurimo 10/31/99 $1,050,420.17 $1,375,000.00
------------- -------------
Totals $6,797,357.34 $7,648,218.65
<FN>
(1) This reflects the face amount of the Letter of Credit in local currency
(e.g. U.S. Dollars, French Francs, etc.).
(2) This represents the amount of the Letter of Credit in U.S. Dollars,
including for foreign currencies, the conversion to U.S. Dollars.
(3) This represents the amount of Cash Collateral in U.S. Dollars to be pledged
for each Letter of Credit.
(4) This Letter of Credit is in French Francs.
(5) This Letter of Credit is in Deutsche Marks.
(6) This Letter of Credit is in Swiss Francs.
(7) With respect to Letters of Credit which are in foreign currency, the
parties have agreed that the amount of the Cash Collateral will be equal to
125% of the face amount of the letter of credit in U.S. dollars. As set
forth in SECTION 2.7(F) above, if by virtue of any currency swings or
adjustments, the amount of the collateral drops at any time to 115% or less
of the face amount of the Letter of Credit, the Borrower will at that time
pledge additional cash collateral to bring said margin back up to 125% of
the face amount of the Letters of Credit.
</FN>
</TABLE>
16
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
March 3, 1998 appearing on page 33 of Planet Hollywood International, Inc.'s
Annual Report on Form 10-K, as amended, for the year ended December 28, 1997 and
on page F-2 of Planet Hollywood International, Inc.'s Registration Statement on
Form S-4 (No. 333-51655), as amended. We also consent to the reference to us
under the heading "Experts" in such Prospectus.
PRICEWATERHOUSECOOPERS LLP
Orlando, Florida
December 9, 1998
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Planet Hollywood
International, Inc., a Delaware corporation (the "Company"), do hereby
constitute and appoint jointly and severally, Robert Earl, Thomas Avallone and
Scott E. Johnson, and each of them, the lawful attorneys and agents, with power
and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents determine to be necessary or
advisable or required in connection with the filing by the Company, with the
Securities and Exchange Commission (the "Commission") under the provisions of
the Securities Act of 1933, as amended, and any rules and regulations of the
Commission, a Form S-3 Registration Statement (the "Registration Statement")
with respect to the sale of 15,699,237 shares of the Company's Class A Common
Stock, $0.01 par value, by Kingdom Planet Hollywood, Ltd. and to file with the
Commission, or any national securities exchange pertaining to such securities or
to such registration, all documents necessary for the Company to comply with the
Securities Act, and any rules or regulations or requirements of the Commission.
Without limiting the generality of the foregoing power and authority, the powers
granted include the power and authority to sign the names of the undersigned
officers and directors in the capacities indicated below to the Registration
Statement, to any and all amendments, both pre-effective and post-effective, and
supplements to this Registration Statement, and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements thereof, and each of the undersigned hereby ratifies
and confirms all that said attorneys and agents or any of them shall do or cause
to be done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- --------- -------- ----
<S> <C> <C>
/s/ ROBERT EARL Director and Chief Executive October 24, 1998
- ------------------------- Officer
Robert Earl
/s/ WILLIAM H. BAUMHAUER Director, President and October 24, 1998
- ------------------------- Chief Operating Officer
William H. Baumhauer
/s/ THOMAS AVALLONE Director, Executive Vice President October 24, 1998
- ------------------------- and Chief Financial Officer
Thomas Avallone
/s/ KEITH BARISH Director October 24, 1998
- -------------------------
Keith Barish
/s/ CLAUDIO GONZALEZ Director October 24, 1998
- -------------------------
Claudio Gonzalez
/s/ MARK MCCORMACK Director October 24, 1998
- -------------------------
Mark McCormack
/s/ MICHAEL MONTAGUE Director October 24, 1998
- -------------------------
Michael Montague
/s/ ONG BENG SENG Director October 24, 1998
- -------------------------
Ong Beng Seng
/s/ ISADORE SHARP Director October 24, 1998
- -------------------------
Isadore Sharp
/s/ MICHAEL TARNOPOL Director October 24, 1998
- -------------------------
Michael Tarnopol
</TABLE>
