UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PLANET HOLLYWOOD INTERNATIONAL, INC.
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(Name of Issuer)
CLASS A COMMON STOCK, $0.01 PAR VALUE
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(Title of Class of Securities)
72702Q102
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(CUSIP Number)
BYRD F. MARSHALL, JR., 201 E. PINE ST., SUITE 1200
ORLANDO, FLORIDA (407) 843-8880
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
JULY 24, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing the schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. Seess.240.13d-7 for
other parties to whom copies are to be sent.
* 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. 72702Q102
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1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Magnetic Light Profits Limited
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a)____
(b) X
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3 SEC Use Only
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4 Source of Funds (See Instructions)
WC
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5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
[ ]
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6 Citizenship or Place of Organization
British Virgin Islands
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Number of 7 Sole Voting Power
Shares 1,233,503
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Beneficially 8 Shared Voting Power
Owned By 0
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Each 9 Sole Dispositive Power
Reporting 1,233,503
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Person 10 Shared Dispositive Power
With 0
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11 Aggregate Amount Beneficially Owned By Each Reporting Person
1,233,503
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12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares
(See Instructions)
[X]
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13 Percent Of Class Represented By Amount in Row 11
12.3
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14 Type Of Reporting Person (See Instructions)
CO
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<PAGE>
SCHEDULE 13D
This Amendment No. 1 amends the Schedule 13D filed on July 10, 2000 by
Magnetic Light Profits Limited ("Magnetic") relating to the Class A common
stock, par value $0.01 per share (the "New Class A Common Stock") of Planet
Hollywood International, Inc. (the "Company"). Capitalized terms used herein
without definition shall have the meaning set forth in the initial Schedule 13D
report.
Item 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended as follows:
(i) The second sentence of Item 3 shall be corrected to read:
The aggregate purchase price for the 101,500 shares of New
Common Stock purchased by Magentic in the public market was
$303,609.
(ii) The following shall be added to Item 3:
Since the filing of the initial Schedule 13D report,
Magnetic has purchased in the open market an aggregate of
332,000 shares of New Class A Common Stock. The aggregate
purchase price for such shares was $1,186,153.13. The
source of all funds used to purchase such shares was from
Magnetic's working capital.
Item 5 INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended as follows:
Item 5(a) Since the filing of the initial Schedule 13D report,
Magnetic has purchased in the open market an aggregate of
290,000 shares of New Class A Common Stock. Assuming all of
the New Class B Common Stock is converted into shares of New
Class A Common Stock, and excluding the Withheld Shares,
Magnetic would own 1,233,503 of 10,000,024 issued and
outstanding shares of New Class A Common Stock, or
approximately 12.3%.
Item 5(b) The number of shares of New Class A Common Stock as to which
Magnetic, has (assuming that all of its shares of New Class
B Common Stock are converted):
(i) sole power to vote or to direct the vote: 1,233,503
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the
disposition of: 1,233,503
(iv) shared power to dispose or to direct the
disposition of: 0
<PAGE>
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Amendment No.
1 to Schedule 13D is true, complete and correct.
Dated: July 27, 2000
MAGNETIC LIGHT PROFITS LIMITED
Name: /s/ MARK S. HELM
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Title: ATTORNEY-IN-FACT
