UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
OCTOBER 4, 1999
------------------------------------------------
Date of Report (Date of earliest event reported)
PLANET HOLLYWOOD INTERNATIONAL, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 00028230 59-3283783
- ------------------------------- ----------------- ----------------
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification Number)
8669 COMMODITY CIRCLE
ORLANDO, FLORIDA 32819
-----------------------------------------------------------
(Address of principal executive office, including zip code)
(407) 363-7827
----------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE>
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
On October 11, 1999, Planet Hollywood International, Inc. (the
"Company") announced that it would file petitions under Chapter 11 of the United
States Bankruptcy Code in Delaware on October 12, 1999. A copy of the Company's
press release of October 11, 1999, relating to such expected filing is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
On October 12, 1999, the Company and twenty-five of its operating
subsidiaries filed voluntary petitions commencing cases under Chapter 11 of the
United States Bankruptcy Code with the United States Bankruptcy Court for the
District of Delaware. The cases are being jointly administered under the case
name IN RE: PLANET HOLLYWOOD INTERNATIONAL, INC., et. al., Case No. 99-3612
(JJF). The Company and its subsidiaries continue to operate their businesses as
debtors-in-possession in such cases. A copy of the voluntary petition for Planet
Hollywood International, Inc. is filed as Exhibit 2.1 herewith and incorporated
herein by reference. The Honorable Joseph J. Farnan, Jr., United States District
Judge, will preside over the cases.
ITEM 5. OTHER EVENTS
On October 11, 1999, the Company closed nine of its thirty-two Company
owned U.S. Planet Hollywood restaurant locations. The locations of the nine
restaurants include: Chicago, Illinois; Costa Mesa, California; Ft. Lauderdale,
Florida; Gurnee Mills, Illinois; Houston, Texas; Indianapolis, Indiana; Maui,
Hawaii; Miami, Florida; and Phoenix, Arizona. A copy of the Company's press
release of October 11, 1999, relating to the closing of such locations is
attached hereto as Exhibit 99.1 and incorporated herein by reference. On October
11, 1999, the Company also closed a Cool Planet unit in Irvine, California and
an Official All Star Cafe unit in Atlanta, Georgia.
During the week of October 4th to October 10th, 1999, the Company
franchised to certain third parties, the following Company owned units: Planet
Hollywood in Vancouver, Canada; Planet Hollywood in Montreal, Canada; and Planet
Hollywood in Toronto, Canada. During that same time period the Company also
closed the Planet Hollywood unit in Edmonton, Canada.
2
<PAGE>
ITEM 7. EXHIBITS.
2.1 Voluntary Petition filed on October 12, 1999, IN RE: PLANET
HOLLYWOOD INTERNATIONAL, INC., Case No. 99-3612 (JJF).
99.1 Press Release by Planet Hollywood International Inc., dated
October 11, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: October 18, 1999 PLANET HOLLYWOOD
INTERNATIONAL, INC.
/s/ SCOTT E. JOHNSON
--------------------------------
Name: Scott E. Johnson
Title: Senior Vice President,
General Counsel and Secretary
3
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
2.1 Voluntary Petition filed on October 12, 1999, IN RE: PLANET
HOLLYWOOD INTERNATIONAL, INC., Case No. 99-3612 (JJF).
99.1 Press Release by Planet Hollywood International Inc., dated
October 11, 1999.
EXHIBIT 2.1
(OFFICIAL FORM 1) (9/97)
FORM B1 USBC, DE (5/26/98)
<TABLE>
<CAPTION>
United States Bankruptcy Court VOLUNTARY PETITION
District of Delaware
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Name of Debtor (if individual, enter Last, First, Middle) Name of Joint Debtor (Spouse) (Last, First, Middle):
PLANET HOLLYWOOD INTERNATIONAL, INC.
- ---------------------------------------------------------------------------------------------------------------------------------
All Other Names used by the Debtor in the last 6 years All Other Names used by the Joint Debtor in the last 6 years
(include married, maiden, and trade names): (include married, maiden, and trade names):
PLANET HOLLYWOOD, INC.
PLANET HOLLYWOOD, LTD.
- ---------------------------------------------------------------------------------------------------------------------------------
Soc. Sec./Tax I.D. No. (if more than one, state all) Soc. Sec./Tax I.D. No. (if more than one, state all)
59-3283783
- ---------------------------------------------------------------------------------------------------------------------------------
Street Address of Debtor (No. & Street, City, State & Zip Code): Street Address of Debtor (No. & Street, City, State & Zip Code):
8669 COMMODITY CIRCLE
ORLANDO, FLORIDA 32819
- ---------------------------------------------------------------------------------------------------------------------------------
County of Residence or of the County of Residence or of the
Principal Place of Business: ORANGE COUNTY, FLORIDA Principal Place of Business:
- ---------------------------------------------------------------------------------------------------------------------------------
Mailing Address of Debtor (if different from street address): Mailing Address of Debtor (if different from street address):
- ---------------------------------------------------------------------------------------------------------------------------------
Location of Principal Assets of Business Debtor
(if different from street address above): VARIOUS DOMESTIC AND FOREIGN LOCATIONS
=================================================================================================================================
INFORMATION REGARDING THE DEBTOR (CHECK APPLICABLE BOXES)
VENUE (Check any applicable box)
[X] Debtor has been domiciled or has had a residence, principal place of business, or principal assets in this District for
180 days immediately preceding the date of this petition or for a longer part of such 180 days than in any other District.
[ ] There is a bankruptcy case concerning debtor's affiliate, general partner or partnership pending in this District.
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
TYPE OF DEBTOR (Check all boxes that apply) CHAPTER OR SECTION OF BANKRUPTCY CODE UNDER WHICH
THE PETITION IS FILED (Check one box)
[ ] Individual(s) [ ] Railroad [ ] Chapter 7 [X] Chapter 11 [ ] Chapter 13
[X] Corporation [ ] Stockbroker [ ] Chapter 9 [ ] Chapter 12
[ ] Partnership [ ] Commodity Broker [ ] Sec. 304 - Case ancillary to foreign proceeding
[ ] Other _____________________ FILING FEE (Check one box)
[X] Full Filing Fee attached
NATURE OF DEBTS (Check one box) [ ] Filing fee to be paid in installments (Applicable to individuals
[ ] Consumer/Non-Business [X] Business only). Must attach signed application for the court's consideration
certifying that the debtor is unable to pay the fee excerpt in
installments. Rule 1006(b). See Official Form No. 3.
CHAPTER 11 SMALL BUSINESS (Check all boxes that apply)
[ ] Debtor is a small business as defined in 11 U.S.C. ss. 101
[ ] Debtor is and elects to be considered a small business under
11 U.S.C. ss. 1121(e)(Optional)
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
STATISTICAL/ADMINISTRATIVE INFORMATION (Estimates only)
[X] Debtor estimates that funds will be available for distribution to unsecured creditors.
[ ] Debtor estimates that, after any exempt property is excluded and administrative expenses paid,
there will be no funds available for distribution to creditors.
- ---------------------------------------------------------------------------------------------------------------------------------
Estimated Number of Creditors This Space For Court Use Only
1-15 16-49 50-99 100-199 200-999 1000-over
[ ] [ ] [ ] [ ] [X] [ ]
Estimated Assets
$0 to $50,001 to $100,001 to $1,000,001 to $10,001,001 to $50,00,0001 to More than
$50,000 $100,000 $1 million $10 million $50 million $100 million $100 million
[ ] [ ] [ ] [ ] [ ] [ ] [X]
- -------------------------------------------------------------------------------------------------
Estimated Liabilities
$0 to $50,001 to $100,001 to $1,000,001 to $10,0001,001 to $50,000,0001 to More than
$50,000 $100,000 $1 million $10 million $50 million $100 million $100 Million
[ ] [ ] [ ] [ ] [ ] [ ] [X]
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
USBC, DE (5/26/98)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Voluntary Petition Name of Debtor(s):
(THIS PAGE MUST BE COMPLETED AND FILED IN EVERY CASE) FORM B1, Page 2
PLANET HOLLYWOOD INTERNATIONAL, INC.
- ---------------------------------------------------------------------------------------------------------------------------------
PRIOR BANKRUPTCY CASE FILED WITHIN LAST 6 YEARS (IF MORE THAN ONE, ATTACH ADDITIONAL SHEET)
- ---------------------------------------------------------------------------------------------------------------------------------
Location Case Number Date Filed
Where Filed:
- ---------------------------------------------------------------------------------------------------------------------------------
PENDING BANKRUPTCY CASE FILED BY AN SPOUSE, PARTNER OR AFFILIATE OF THIS DEBTOR (IF MORE THAN ONE, ATTACH ADDITIONAL SHEET)
- ---------------------------------------------------------------------------------------------------------------------------------
Name of Debtor Case Number: Date Filed:
SEE ATTACHED SCHEDULE A FOR LIST OF AFFILIATES FILING CONCURRENTLY WITH DEBTOR
(THE PARENT COMPANY).
- ---------------------------------------------------------------------------------------------------------------------------------
District: Relationship: Judge:
=================================================================================================================================
</TABLE>
- --------------------------------------------------------------------------------
SIGNATURES
- --------------------------------------------------------------------------------
SIGNATURE(S) OF DEBTOR(S) (INDIVIDUAL/JOINT)
I declare under penalty of perjury that the information provided in this
petition is true and correct.
[If petitioner is an individual whose debts are primarily consumer debts and has
chosen to file under chapter 7] I am aware that I may proceed under chapter 7.
I request relief in accordance with the capter of title 11, United States Code,
specified in this petition.
X
Signature of Debtor
X...............................................................................
Signature of Joint Debtor
................................................................................
Telephone Number (If not represented by attorney)
Date
- --------------------------------------------------------------------------------
SIGNATURE OF DEBTOR (CORPORATION/PARTNERSHIP)
I declare under penalty of perjury that the information provided in this
petition is true and correct, and that I have been authorized to file this
petition on behalf of the debtor.
The debtor requests relief in accordance with he chapter of title 11, United
States Code, specified in this petition.
X /s/ THOMAS AVALLONE
- --------------------------------------------------------------------------------
Signature of Authorized Individual
THOMAS AVALLONE
---------------
Printed Name of Authorized Individual
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER
---------------------------------------------------------------
Title of Authorized Individual
OCTOBER 12, 1999
----------------
Date
- --------------------------------------------------------------------------------
SIGNATURE OF ATTORNEY
X /s/ PAULINE K. MORGAN
-----------------------------------
Signature of Attorney for Debtor(s)
JAMES L. PATTON, JR. NO. 2202
------------------------ -------------------
PAULINE K. MORGAN NO. 3650
------------------------ -------------------
Printed Name of Attorney for Debtor(s) Bar ID Number
YOUNG CONAWAY STARGATT & TAYLOR, LLP
------------------------------------
Firm Name
SEE ATTACHED SCHEDULE B
--------------------------------------------------------------
Address
--------------------------------------------------------------
Telephone Number
OCTOBER 12, 1999
--------------------------------------------------------------
Date
EXHIBIT A
(To be completed if debtor is required to file periodic reports (E.g., forms 10K
and 10Q) with the Securities and Exchange Commission pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 and is requesting relief under
chapter 11)
/checkmark/ Exhibit A is attached and made a part of this petition
- --------------------------------------------------------------------------------
EXHIBIT B
(To be completed if debtor is an individual whose debts are primarily consumer
debts)
I, the attorney for the petitioner named in the foregoing petition, declare that
I have informed the petitioner that [he or she] may proceed under chapter 7, 11,
12, or 13 of title 11, United States Code, and have explained the relief
available under each such chapter.
X ______________________________________
Signature of Attorney for Debtor Date
- --------------------------------------------------------------------------------
SIGNATURE OF NON-ATTORNEY PETITION PREPARER
I certify that I am a bankruptcy petition preparer as defined in 11 U.S.C.
ss. 110, that I prepared this document for compensation, and that I have
provided the debtor with a copy of this document.
............................................................
Printed Name of Bankruptcy Petition Preparer
............................................................
Social Security Number
............................................................
Address
............................................................
Names and Social Security numbers of all other individuals who prepared or
assisted in preparing this document.
If more than one person prepared this document, attach additional sheets
conforming to the appropriate official form for each person.
X.............................................................
Signature of Petition Preparer
............................................................
Date
A bankruptcy petition preparer's failure to comply with the provisions of title
11 and the Federal rules of Bankruptcy Procedure may result in fines or
imprisonment of both 11 U.S.C. ss. 110, 18 U.S.C. ss. 156.
<PAGE>
FORM B1, EXH.A- (REV, 3/98) 1998 USBC, DISTRICT OF DELAWARE
EXHIBIT "A"
[If debtor is required to file periodic reports (e.g., forms 10K and 10Q) with
the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 and is requesting relief under chapter 11 of the
Bankruptcy Code, this Exhibit "A" shall be completed and attached to the
petition.]
[CAPTION AS IN FORM 16B]
EXHIBIT "A" TO VOLUNTARY PETITION
1. If any of the Debtor's securities are registered under Section 12 of the
Securities Exchange Act of 1934, the SEC file number is 00028230.
--------
2. The following financial data is the latest available information and refers
to the debtor's condition on AUGUST 29, 1999(1).
------------------
a. Total assets $392,183,000
b. Total debts (including debts listed in 2.c., below) $359,109,000
Approximate
Number
of holders
c. Debt securities held by more than 500 holders.
[ ] secured [X] unsecured [ ] subordinated UNKNOWN
-------
d. Number of shares of preferred stock NONE
-------- ---------
e. Number of shares common stock
CLASS A 100,405,867 APPROX. 4360
----------- ------------
CLASS B 8,579,920 APPROX. 19
----------- ------------
Comments, if any: THE INFORMATION PROVIDED WITH RESPECT TO COMMON STOCK IS
AS OF JULY 31, 1999.
Brief description of debtor's business: THE COMPANY'S PRIMARY BUSINESS IS
TO OPERATE DISTINCTIVE ENTERTAINMENT THEME RESTAURANTS AND MERCHANDISE SHOPS,
WHICH OFFER MERCHANDISE DISPLAYING THE DEBTOR'S DESIGNS AND LOGOS.
4. List the name of any person who directly or indirectly owns, controls, or
holds, with power to vote, 5% or more of the voting securities of debtor:(2)
Keith Barish
Robert Earl (shares held of record by Ropat Limited Partnership
Leisure Ventures Pte., Ltd.(3)
Kingdom Planet Hollywood, Ltd.(4)
- --------
1 These amounts are consolidated with Debtor's subsidiaries.
2 This list is as of February 28, 1999.
3 This entity is indirectly controlled by Mr. Ong Beng Seng and HPL, a
Singapore company. Mr. Ong disclaims beneficial ownership of the shares
held by LV of record.
4 Kingdom Planet Hollywood, Ltd., which entity is indirectly controlled
by His Highness Prince Alwaleed Bin Talal Bin Abdulaziz Al Saud.
832645v2
<PAGE>
SCHEDULE A
DEBTOR: Planet Hollywood International, Inc. (Parent)
Cool Planet, Inc.
Cool Planet II, Inc.
Planet Hollywood (Aspen), Inc.
Planet Hollywood (Atlantic City), Inc.
Planet Hollywood (Chicago), Inc.
Planet Hollywood (Honolulu), Inc.
Planet Hollywood (L.P.), Inc.
Planet Hollywood (New York City), Inc.
Planet Hollywood (New York), Ltd.
Planet Hollywood (Orlando), Inc.
Planet Hollywood (Phoenix), Inc.
Planet Hollywood (Region I), Inc.
Planet Hollywood (Region II), Inc.
Planet Hollywood (Region III), Inc.
Planet Hollywood (Region IV), Inc.
Planet Hollywood (Region V), Inc.
Planet Hollywood (Region VI), Inc.
Planet Hollywood (Region VII), Inc.
Planet Hollywood (Texas), Ltd.
Planet Hollywood (Warehouse), Inc.
Sound Republic, Inc.
Sound Republic I, Inc.
All Star Cafe International, Inc.
All Star Cafe (New York), Inc.
EBCO Management, Inc.
832645v2
<PAGE>
SCHEDULE B
COUNSEL TO THE DEBTOR
STROOCK & STROOCK & LAVAN LLP
- -----------------------------
180 Maiden Lane
New York, New York 10038
Phone: 212- 806-5492
Fax: 212- 806-6006
Attn: Robin E. Keller, Esq.
100 Federal Street
Boston, MA 02110
Phone: 617- 482-6800
Fax: 617- 330-5111
Attn: Peter Antoszyk, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
- ------------------------------------
P.O. Box 391
Rodney Square North, 11th Floor
Wilmington, DE 19099
Phone: 302- 571-6600
Fax: 302- 571-1253
Attn: James L. Patton, Jr. (No. 2202)
Pauline K. Morgan (No. 3650)
832645v2
<PAGE>
CERTIFICATE OF CORPORATE RESOLUTION OF
PLANET HOLLYWOOD INTERNATIONAL, INC.
I, Scott E. Johnson, Executive Vice President, General Counsel and
Secretary of Planet Hollywood International, Inc. (the "Corporation"), a
Delaware corporation, do hereby certify that the following resolutions were duly
adopted by the Board of Directors of the Corporation at a meeting held on
October 4, 1999, at which a quorum was present, and that such resolutions have
not been rescinded, modified, amended or revoked and are still in full force and
effect:
RESOLVED, that in the judgment of the Board of Directors, it is
desirable and in the best interest of the Corporation, its creditors,
stockholders and other interested parties, that the Corporation file a
voluntary petition for relief under Chapter 11 of Title 11 of the
United States Code (the "Bankruptcy Code"); and it is further
RESOLVED, that the filing by the Corporation of a petition for relief
under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy
Court for the District of Delaware (the "Bankruptcy Court") be, and it
hereby is, authorized and approved; and it is further
RESOLVED, that the Chairman of the Board of Directors, President,
General Counsel and the Chief Financial Officer of the Corporation be,
and each of them hereby is, authorized and empowered, in the name of
the Corporation, to execute and verify a petition for relief under
Chapter 11 of the Bankruptcy Code and to cause the same to be filed
with the Bankruptcy Court at such time as the officer executing said
petition on behalf of the Corporation shall determine; and it is
further
RESOLVED, that the Chairman of the Board of Directors, President,
General Counsel and the Chief Financial Officer of the Corporation, and
such other officers as they shall from time to time designate, be, and
each of them hereby is, authorized to execute and file on behalf of the
Corporation all pleadings, schedules, lists and other papers and to
take any and all action that they may deem necessary or proper in
connection with the Chapter 11 case of the Corporation; and it is
further
RESOLVED, that the Chairman of the Board of Directors, President,
General Counsel and the Chief Financial Officer of the Corporation, and
such other officers as they shall from time to time designate, be, and
each of them hereby is, authorized and directed to retain the law firms
of (i) Stroock & Stroock & Lavan LLP, as lead bankruptcy counsel and
(ii) Young Conaway Stargatt & Taylor, LLP as local counsel, to render
legal services to and to represent the Corporation in connection with
such Chapter 11 proceedings and
832645v2
<PAGE>
other related matters in connection therewith, upon such terms and
conditions as such officers shall approve; and it is further
RESOLVED, that the Chairman of the Board of Directors, President,
General Counsel and the Chief Financial Officer of the Corporation, and
such other officers as they shall from time to time designate, be, and
each of them hereby is, authorized and directed to retain Gray, Harris
& Robinson, P.A., as special Florida counsel, upon such terms and
conditions as such officers shall approve; and it is further
RESOLVED, that the Chairman of the Board of Directors, President,
General Counsel and the Chief Financial Officer of the Corporation, and
such other officers as they shall from time to time designate, be, and
each of them hereby is, authorized and directed to retain the
accounting firm of Pricewaterhouse Coopers, LLP, as its accountants,
auditors and reorganization consultants, upon such terms and conditions
as such officers shall approve; and it is further
RESOLVED, that the Chairman of the Board of Directors, President,
General Counsel and the Chief Financial Officer of the Corporation, and
such officers as they shall from time to time designate be, and each of
them is, authorized and directed to retain the firm of Donaldson,
Lufkin & Jenrette Securities Corporation as its financial advisors,
upon such terms and conditions as such officer shall approve; and it is
further
RESOLVED, that the Chairman of the Board of Directors, President,
General Counsel and the Chief Financial Officer of the Corporation, and
such other officers as they shall from time to time designate, be, and
each of them hereby is, authorized to retain such other professionals
as they deem necessary and appropriate to represent, assist or consult
with the Corporation during the Chapter 11 case; and it is further
RESOLVED, that in the judgment of the Board of Directors, it is
desirable and in the best interest of the Corporation, its creditors,
stockholders and other interested parties, that the Corporation, in its
capacity as sole general partner of each of the partnerships identified
on Exhibit "A" hereto ("Partnerships"), consent to the filing of a
voluntary petition for relief under the Bankruptcy Code of any or all
of such Partnerships at such time as the Chairman of the Board,
President, General Counsel or the Chief Financial Officer of the
Corporation shall determine; and it is further
RESOLVED, that the Chairman of the Board of Directors, President,
General Counsel and the Chief Financial Officer of the Corporation be,
and each of them hereby is, authorized and empowered, in the name of
the Corporation, in its capacity as sole general partner, to execute
and verify a petition for relief under Chapter 11 of the Bankruptcy
Code of any and all such Partnerships and to cause the same to be filed
with the Bankruptcy Court and to execute and file on behalf of any or
all such Partnerships all pleadings, schedules, lists and other papers
and to take any and all action that they may deem necessary or proper
in connection with the Chapter 11 case of any or all such Partnerships;
and it is further
832645v2
<PAGE>
RESOLVED, that in the judgment of the Board of Directors, it is
desirable and in the best interest of the Corporation, its creditors,
stockholders and other interested parties, that the Corporation, in its
capacity as a member of each of the limited liability companies
identified on Exhibit "B" hereto (the "LLCs"), consent to the filing of
a voluntary petition for relief under the Bankruptcy Code of any or all
of such LLCs at such time as the Chairman of the Board, President,
General Counsel or the Chief Financial Officer of the Corporation shall
determine; and it is further
RESOLVED, that the Chairman of the Board of Directors, President,
General Counsel and the Chief Financial Officer of the Corporation be,
and each of them hereby is, authorized and empowered, in the name of
the Corporation, in its capacity as a member of each of the LLCs, to
execute and verify a petition for relief under Chapter 11 of the
Bankruptcy Code of any and all such LLCs and to cause the same to be
filed with the Bankruptcy Court and to execute and file on behalf of
any or all such LLCs all pleadings, schedules, lists and other papers
and to take any and all action that they may deem necessary or proper
in connection with the Chapter 11 case of any or all such LLCs; and it
is further
RESOLVED, that the Chairman of the Board of Directors, President,
General Counsel and the Chief Financial Officer of the Corporation, and
such other officers as they shall from time to time designate, be, and
each of them hereby is, authorized and directed to take any and all
further actions and to execute and deliver any and all further
instruments and documents and pay all expenses (subject to Bankruptcy
Court approval, where necessary), in each case as in their judgment
shall be necessary or desirable in order to fully carry out the intent
and accomplish the purpose of the resolutions adopted herein; and it is
further
RESOLVED, that all acts lawfully done or actions lawfully taken by the
Chairman of the Board of Directors, President, General Counsel or the
Chief Financial Officer, and any such other officers as they shall from
time to time designate, which are necessary to effectuate the intent of
the resolutions adopted herein, are hereby in all respects ratified,
confirmed, and approved.
RESOLVED, that notwithstanding the delegation of authority to
management contained in the preceding paragraphs, management of the
Corporation shall continue to inform the Board of Directors of all
material matters relating to the bankruptcy process including the
retention of professionals by the Corporation, and will present for
prior approval to the Board of Directors any out of the ordinary course
matters relating to the operation of the
832645v2
<PAGE>
Corporation or the Chapter 11 process before presentation to the Bankruptcy
Court, including without limitation the Chapter 11 Plan of Reorganization.
IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of
October, 1999.
/s/ SCOTT E. JOHNSON
--------------------------------
Scott E. Johnson
Executive Vice President,
General Counsel and Secretary
832645v2
<PAGE>
EXHIBIT TO
CORPORATE RESOLUTION
EXHIBIT A
Planet Hollywood (New York), Ltd.
EXHIBIT B
Planet Hollywood (Trocadero), LC
Planet Hollywood (France), LC
Planet Hollywood (Israel), LC
Planet Hollywood (Puerto Rico), Inc.
832645v2
<PAGE>
<TABLE>
FORM 4.
LIST OF CREDITORS HOLDING
20 LARGEST UNSECURED CLAIMS
PLANET HOLLYWOOD INTERNATIONAL, INC.
Following is the list of the debtor's creditors holding the 20 largest unsecured claims. The list is prepared in accordance with
Fed. R. Bankr. P. 1007(d) for filing in this chapter 11 [or chapter 9] case. The list does not include (1) persons who come within
the definition of "insider" set forth in 11 U.S.C. 101, or (2) secured creditors unless the value of the collateral is such that the
unsecured deficiency places the creditor among the holders of the 20 largest unsecured claims.
- ---------------------------------------------------------------------------------------------------------------------------
(1) (2) (3) (4) (5)
- ---------------------------------------------------------------------------------------------------------------------------
NAME OF CREDITOR AND COMPLETE MAILING NAME, TELEPHONE NATURE OF CLAIM INDICATE IF AMOUNT OF CLAIM
ADDRESS INCLUDING ZIP CODE NUMBER AND COMPLETE (TRADE DEBT, CLAIM IS [IF SECURED ALSO
MAILING ADDRESS, BANK LOAN, CONTINGENT, STATE VALUE OF
INCLUDING ZIP CODE, OF GOVERNMENT UNLIQUIDATED, SECURITY]
EMPLOYEE, AGENT, OR CONTRACT, ETC.) DISPUTED OR
DEPARTMENT OF CREDITOR SUBJECT TO
FAMILIAR WITH CLAIM WHO SETOFF
MAY BE CONTACTED
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
U.S. Trust Company of New York Attn: Sirojni L. Dindlal Indenture $250,000,000.00
114 West 47th Stret, 25th Floor 212- 852-1000 Trusteee For
New York, New York 10036-1532 12% Senior
Subordinated
Notes due
April 1, 2005
- ---------------------------------------------------------------------------------------------------------------------------
**CEDE & Company Attn: Kathy Gaziarc Record Holder $250,000,000.00
P.O. Box 20 212-855-5200
Bowling Green Station
New York, New York 10004
- ---------------------------------------------------------------------------------------------------------------------------
*Bay Harbor Management LC Attn: Douglas P. Beneficial $87,940,000.00
885 Third Ave., 34th Floor Teitelbaum Holder of 12%
New York, New York 10022 212-371-2211 Subordinated
Notes due April
1, 2005
- ---------------------------------------------------------------------------------------------------------------------------
*Varde Partners Attn: George A. Hicks Beneficial $29,500,000.00
3600 W. 80th St. Holder of 12%
Suite 425 Subordinated
Minneapolis, MN 55431 Notes due April
1, 2005
- ---------------------------------------------------------------------------------------------------------------------------
*Bank of Montreal Attn: Geoffrey Beneficial $5,100,000.00
115 South LaSalle McConnell Holder of 12%
11th Floor 312-750-8702 Subordinated
Chicago, IL 60603 Notes due April
1, 2005
- ---------------------------------------------------------------------------------------------------------------------------
*LL Capital LP Attn: Lance Lessman Beneficial $4,500,000.00
375 Park Avenue Holder of 12%
New York, NY 10132 Subordinated
Notes due April
1, 2005
- ---------------------------------------------------------------------------------------------------------------------------
*SF Investment Attn: Steve Shapiro, Beneficial $3,250,000.00
311 South Wacker Drive Nathan Shapiro Holder of 12%
Suite 4990 Subordinated
Chicago, IL 60606 Notes due April
1, 2005
- ---------------------------------------------------------------------------------------------------------------------------
8669 Commodity Circle 312-798-7212 Landlord $742,747.80
75 Remitance Dr., Suite 1779
Chicago, IL 60675
- ---------------------------------------------------------------------------------------------------------------------------
** As Nominee for 30 DTC Participants with Nominal Holdings totaling $250 million.
* Beneficial Holders agreeing to disclosure of holdings.
</TABLE>
<PAGE>
<TABLE>
- ---------------------------------------------------------------------------------------------------------------------------
In re Planet Hollywood International, Inc. Case No.
- ---------------------------------------------------------------------------------------------------------------------------
LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS
(CONTINUATION SHEET)
- ---------------------------------------------------------------------------------------------------------------------------
(1) (2) (3) (4) (5)
NAME OF CREDITOR AND COMPLETE MAILING NAME, TELEPHONE NATURE OF CLAIM INDICATE IF AMOUNT OF CLAIM
ADDRESS INCLUDING ZIP CODE NUMBER AND COMPLETE (TRADE DEBT, CLAIM IS [IF SECURED ALSO
MAILING ADDRESS, BANK LOAN, CONTINGENT, STATE VALUE OF
INCLUDING ZIP CODE, OF GOVERNMENT UNLIQUIDATED, SECURITY]
EMPLOYEE, AGENT, OR CONTRACT, ETC.) DISPUTED OR
DEPARTMENT OF CREDITOR SUBJECT TO
FAMILIAR WITH CLAIM WHO SETOFF
MAY BE CONTACTED
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
TRW, Inc. 703-345-8266 Trade $192,559.53
First Union National Bank
P.O. Box 8500-S-6365
Phildelphia, PA 19178-0001
- ---------------------------------------------------------------------------------------------------------------------------
HRH American Phoenix Corporation Attn: Anthony Newman Trade $191,787.71
10 State House Square 800-843-5404
Hartford, CT 06103
- ---------------------------------------------------------------------------------------------------------------------------
Brass & Stainless Designs 214-565-9655 Trade $147,658.70
3306 Borich Street
Dallas, TX 75210
- ---------------------------------------------------------------------------------------------------------------------------
Bovis Construction Corp. Attn: George Keppler Trade $142,755.73
111 W. Rich Street, Suite 280 614-621-4148
Columbus, OH 43215
- ---------------------------------------------------------------------------------------------------------------------------
Soundelux 407-649-7553 Trade $141,492.70
4401 Vineland Road, A-7
Orlando, FL 32811
- ---------------------------------------------------------------------------------------------------------------------------
Prologis Trust 407-648-9292 Trade $80,429.82
File # 98440/Acct #7715080
PO Box 1067
Charlotte, NC 28201-1067
- ---------------------------------------------------------------------------------------------------------------------------
Excelled Skin & Leather Corp 732-469-3900 Trade $56,958.00
350 Fifth Avenue
The Empire State Building, Suite 1330
New York, New York 10118
- ---------------------------------------------------------------------------------------------------------------------------
Focus Lighting 212-865-1565 Trade $53,745.11
255 West 101st. Street
New York, New York 10025
- ---------------------------------------------------------------------------------------------------------------------------
Unique Wood Design 407-332-7992 Trade $46,270.07
400 Bay Meadow Road
Longwood, FL 32750
- ---------------------------------------------------------------------------------------------------------------------------
Creative Management Services 407-251-2790 Trade $44,928.71
7510 President Drive
Orlando, Fl 32809
- ---------------------------------------------------------------------------------------------------------------------------
RTC Group 404-425-0401 Trade $43,961.76
1395 S. Mariette Pkwy
Building 100, Suite 121
Marietta, GA 30067
- ---------------------------------------------------------------------------------------------------------------------------
TRM Architect 716-691-0395 Trade $41,660.85
15 Willow Ridge Drive
West Amherst, New York 14228
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
DECLARATION UNDER PENALTY OF PERJURY
ON BEHALF OF A CORPORATION OR PARTNERSHIP
I, Thomas Avallone, Executive Vice President, Chief Financial Officer of the
corporation, named as the debtor in this case, declare under penalty of perjury
that I have read the foregoing schedule and that it is true and correct to the
best of my information and belief.
Date: OCTOBER 12, 1999
--------------------------
/s/ THOMAS AVALLONE
--------------------------
DEBTOR
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
PLANET HOLLYWOOD ANNOUNCES CLOSING OF SOME U.S. LOCATIONS
AS IT IMPLEMENTS ITS REORGANIZATION PLAN
MORE THAN TWO-THIRDS OF THE RESTAURANTS
REMAIN OPEN AND GENERATE POSITIVE CASH FLOW
(Orlando, FL, October 11, 1999)...Planet Hollywood International, Inc. , today
announced that it has taken the first step in implementing its prenegotiated
debt restructuring plan pursuant to Chapter 11 of the U.S. Bankruptcy Code. The
company and certain of its subsidiaries will file the Chapter 11 petitions
tomorrow in Delaware, and, in the immediate near future, will file its plan of
reorganization. As part of that plan, today the company closed nine of its
thirty-two U.S. locations.
On August 17, 1999, the company announced that it had entered into an agreement
in principle with a subcommittee representing holders of its Senior Subordinated
Notes ("Notes") and, the formation of an investor group organized by Robert
Earl, the company's Chief Executive Officer, including HRH Prince Alwaleed bin
Talal and Mr. Ong Beng Seng, to restructure the company's financial position.
Thereafter, on August 24, 1999, the company announced that it had received
confirmation that the requisite holders of more than $160 million of the Notes
had accepted the restructure offer, which offer will be the basis of the
company's plan of reorganization.
Robert Earl, Chairman and Chief Executive Officer noted "Today is the first step
in our plan to position Planet Hollywood for a return to long-term profitability
and healthy growth. In fact, two-thirds of our restaurants will remain open for
business and, in the aggregate, will generate profit through this restructuring
process. Our business plan calls for upgrading a number of facilities and
menus."
The company noted that it had satisfactorily terminated some of the nine leases
on favorable terms with landlords in advance of the filing. Additionally, the
company is still negotiating with certain landlords and potential franchisees
for amicable resolution of some other units. Accordingly, there may still be a
couple of additional closures or franchise conversions in the next week or so.
The locations of the Planet Hollywood restaurants remaining open are:
Atlanta, Atlantic City, Baltimore, Beverly Hills, Dallas, Easton, Honolulu, Key
West, Lake Tahoe, Las Vegas, Mall of America, Myrtle Beach, Nashville, New
Orleans, New York, Orlando, Reno, San Antonio, San Diego, San Francisco, St.
Louis, Seattle, and Washington, D.C.
The locations of the Planet Hollywood restaurants closing today are:
<PAGE>
Chicago, Costa Mesa, Ft. Lauderdale, Gurnee Mills, Houston, Indianapolis, Maui,
Miami and Phoenix.
For Further Information Contact:
Marcia Horowitz, Rubenstein Associates, Inc. (212) 843-8014
Richard Klein, Rubenstein Associates, Inc. (212) 843-8027
PLANET HOLLYWOOD INTERNATIONAL, INC.
###
