SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
PLANET HOLLYWOOD INTERNATIONAL, INC.
(Name of Issuer)
Class A Common Stock, $0.01 par value
(Title of Class of Securities)
0007270251
(CUSIP Number)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
CUSIP No. 0007270251
1 Name of Reporting Person
S.S. or I.R.S. Identification No. Of Above Person
Robert I. Earl
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a)____
(b)____
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3 SEC Use Only
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4 Citizenship or Place of Organization
United Kingdom
- --------------------------------------------------------------------------------
Number of 5 Sole Voting Power
Shares 22,876,367
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Beneficially 6 Shared Voting Power
Owned By
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Each 7 Sole Dispositive Power
Reporting 22,876,367
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Person 8 Shared Dispositive Power
With
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9 Aggregate Amount Beneficially Owned By Each Reporting Person
22,876,367
- --------------------------------------------------------------------------------
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares
(See Instructions)
[X]
- --------------------------------------------------------------------------------
11 Percent Of Class Represented By Amount in Row 9
23.5
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12 Type Of Reporting Person (See Instructions)
IN, PN
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<PAGE>
SCHEDULE 13G
Item 1(a) NAME OF ISSUER:
Planet Hollywood International, Inc.
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
8669 Commodity Circle
Orlando, FL 32819
Item 2(a) NAME OF PERSON FILING:
Robert I. Earl, individually and on behalf of Ropat,
Inc., the sole General Partner of Ropat Limited
Partnership, a Nevada limited partnership
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
8669 Commodity Circle
Orlando, FL 32819
Item 2(c) CITIZENSHIP:
United Kingdom
Item 2(d) TITLE OF CLASS OF SECURITIES:
Class A Common Stock, $0.01 par value
Item 2(e) CUSIP NUMBER:
0007270251
Item 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13(D)-2(B),
CHECK WHETHER THE PERSON FILING IS A:
Not applicable
Item 4 OWNERSHIP:
The following information concerning percentages of
ownership of outstanding shares of Class A Common
Stock is based on a total of 97,221,632 shares
reported to be outstanding by Planet Hollywood
International, Inc. at November 9, 1998.
Item 4(a) AMOUNT BENEFICIALLY OWNED:
As of December 31, 1998, Robert I. Earl owned of
record 100 shares of Planet Hollywood International,
Inc. Class A Common Stock ("Common Stock"). As of
December 31, 1998, Ropat Limited Partnership owned of
record 22,876,267 shares of Common Stock. The Common
Stock owned by Ropat Limited Partnership may be
deemed to be beneficially owned, within the meaning
of Rule 13d-3, by Robert I. Earl.
<PAGE>
As of December 31, 1998, Shakespeare's Tavern &
Playhouse (London) SARP, a United Kingdom pension
plan owned of record 38,500 shares of Common Stock.
The Common Stock owned by Shakespeare's Tavern &
Playhouse (London) SARP may be deemed to be
beneficially owned, within the meaning of Rule 13d-3,
by Robert I. Earl. Robert I. Earl disclaims, pursuant
to Rule 13d-4, beneficial ownership of the shares of
Common Stock owned of record by Shakespeare's Tavern
& Playhouse (London) SARP. Accordingly, these 38,500
shares are not reflected in Items 4(b) and 4(c).
As of December 31, 1998, Celerity Consultants LTD, a
trust benefitting the children of Robert I. Earl
owned of record 400,000 shares of Common Stock. The
Common Stock owned by Celerity Consultants LTD may be
deemed to be beneficially owned, within the meaning
of Rule 13d-3, by Robert I. Earl. Robert I. Earl
disclaims, pursuant to Rule 13d-4, beneficial
ownership of the shares of Common Stock owned of
record by Celerity Consultants LTD. Accordingly,
these 400,000 shares are not reflected in Items 4(b)
and 4(c).
Item 4(b) PERCENT OF CLASS
23.5
Item 4(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) sole power to vote or to direct the vote: 22,876,367
(ii) shared power to vote or to direct the vote:
(iii) sole power to dispose or to direct the disposition
of: 22,876,367
(iv) shared power to dispose or to direct the disposition
of:
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Not applicable
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
Not applicable
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not applicable
Item 9 NOTICE OF DISSOLUTION OF THE GROUP:
Not applicable
Item 10 CERTIFICATION:
Not applicable
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 1, 1999
Robert I. Earl
By: /s/ THOMAS AVALLONE
---------------------------------
Thomas Avallone, Attorney-In-Fact
for Robert I. Earl
POWER OF ATTORNEY
(previously filed)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned has made,
constituted and appointed, and by these presents does hereby make, constitute
and appoint each of Robert Earl, Thomas Avallone and Scott Johnson, or any of
them, each acting alone, the undersigned's true and lawful attorney-in-fact and
agent, for the undersigned and in the undersigned's name, place and stead to
execute, acknowledge, deliver and file any and all filings, reports or forms
(the "Forms") required by the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder, including, but not limited to,
Schedules 13D, Schedules 13G, Form 3s, Form 4s, Form 5s and all amendments or
supplements to the Forms, in connection with the undersigned's position or
relationship with Planet Hollywood International, Inc. (the "Company"), hereby
ratifying and confirming all that said attorneys-in-fact and agents may do or
cause to be done by virtue hereof.
The validity of this Power of Attorney shall not be affected in any
manner by reason of the execution, at any time, of other powers of attorney by
the undersigned in favor of persons other than the attorneys-in-fact named
herein.
Dated as of: February 1, 1997
/s/ ROBERT EARL
------------------------
Name: Robert Earl
