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.
(Name of Issuer)
Class A Common Stock, $0.01 par value
(Title of Class of Securities)
72702Q102
(CUSIP Number)
Byrd F. Marshall, Jr., 201 E. Pine St., Suite 1200
Orlando, Florida (407) 843-8880
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 9,2000
(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)
Leisure Ventures Pte Ltd.
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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
Singapore
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Number of 7 Sole Voting Power
Shares 1,022,115
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Beneficially 8 Shared Voting Power
Owned By 0
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Each 9 Sole Dispositive Power
Reporting 1,022,115
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Person 10 Shared Dispositive Power
With 0
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11 Aggregate Amount Beneficially Owned By Each Reporting Person
1,022,115
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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
10.2
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14 Type Of Reporting Person (See Instructions)
CO
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<PAGE>
SCHEDULE 13D
Item 1 SECURITY AND ISSUER:
This statement relates to the Class A Common Stock,
$.01 par value per share of Planet Hollywood
International, Inc. (the "Company"). The principal
executive offices of the Company are located at 8669
Commodity Circle, Orlando, Florida 32819.
Item 2 IDENTITY AND BACKGROUND
This statement is being filed by Leisure Ventures Pte
Ltd. ("Leisure"), a corporation organized under the
laws of Singapore. The principal business of Leisure
is that of an investment holding company. Leisure's
principal offices are located at 50 Cuscaden Road,
#08-01 HPL House, Singapore 249724.
Item 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
With regard to the New Common Stock (as defined below
in Item 4), the source of all funds used to purchase
the New Common Stock was from Leisure's working
capital. The aggregate purchase price for Leisure's
New Common Stock was Five Million Dollars.
Item 4 PURPOSE OF TRANSACTION
On August 24, 1999, the Company announced that it had
received notice of approval by holders of at least
$160 million in principal of its Senior Subordinated
Notes due 2005 (the "Notes") of a proposal
("Proposal") for a plan of reorganization of the
Company in a case to be filed voluntarily by the
Company for relief under chapter 11 of Title 11
U.S.C.
On September 9, 1999, Leisure filed a Schedule 13D
outlining the terms of the Proposal and its
anticipated investment in the Company.
On October 12, 1999, the Company and twenty-five of
its operating subsidiaries (the "Debtors") 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
(Case No. 99-3612). The Debtors continued to operate
their businesses as debtors-in-possession during such
cases.
On November 8, 1999, the Debtors filed a Joint Plan
of Reorganization and a proposed Disclosure Statement
with the Bankruptcy Court which were
<PAGE>
supported by the Official Committee of Unsecured
Creditors for the Debtors. Such documents were
attached as Exhibit 99.1 and Exhibit 99.2,
respectively, to the Company's Current Report on Form
8-K filed on November 15, 1999.
On December 13, 1999, the Debtors filed their First
Amended Joint Plan of Reorganization (the "Plan") and
First Amended Disclosure Statement (the "Disclosure
Statement") with the Bankruptcy Court. A hearing on
the confirmation of the Plan was held on January 20,
2000 and the Plan, as modified by the Confirmation
Order, was confirmed by the Bankruptcy Court pursuant
to an Order dated January 21, 2000 (the "Confirmation
Order"). Copies of the Plan, the Disclosure Statement
and the Confirmation Order were attached as Exhibits
2.1, 99.1 and 99.2, respectively, to the Company's
Current Report on Form 8-K filed on February 4, 2000.
Such Current Report included a summary of the
material terms of the Plan and a discussion of the
relevant cancellations and issuances of equity
interests of the Company pursuant to the Plan. The
Company's Annual Report on Form 10-K filed on April
11, 2000, also includes a discussion of the effects
and consequences of the Plan, including pro forma
financial statements.
The Plan became effective on May 9, 2000 (the
"Effective Date").
As part of the Plan, and on the Effective Date, an
investor group organized by Robert Earl, the
Company's Chairman and Chief Executive Officer,
invested a total of $30 million to acquire
approximately 7 million of the 10 million shares of
the new Company common stock (the "New Common
Stock"). The New Common Stock consists of
approximately 3.0 million shares of New Class A
Common Stock and 7.0 million shares of New Class B
Common Stock. The New Class B Common Stock is
convertible into shares of New Class A Common Stock
as described below. The investor group (the "New
Money Investors") includes: (i) Kingdom Planet
Hollywood, Ltd., a company organized under the laws
of the Cayman Islands; (ii) the Holst Trust, a
British Virgin Islands Trust U/A/D 9/10/00; (iii)
Leisure; (iv) Magnetic Light Profits Limited, a
company organized under the laws of the British
Virgin Islands; and (v) Claudio Gonzalez, a director
of the Company. The New Money Investors agreed that
the Company would withhold up to 10% of the then
outstanding New Common Stock (an aggregate 999,999
shares) in order to deliver such shares to certain
celebrities and other third parties in consideration
for their involvement with the Company, and that the
New Money Investors would not be entitled to the
return of any such shares. In accordance with the
terms of the Plan, the New Money Investors exercise
control over the Company through their ownership of
approximately 60% of the New Common Stock.
<PAGE>
Additional material features of the Plan, as it
became effective on May 9, 2000 are as follows:
* All of the Company's pre-existing
securities, including the Company's old
Class A common stock and its $250 million
Senior Subordinated Notes due 2005 (and $32
million accrued interest thereon), were
canceled and extinguished.
* Holders of the Company's Senior Subordinated
Notes due 2005 received their pro-rata share
of (a) $47.5 million cash, (b) $60 million
new 10% Secured Deferrable Interest Notes
due 2005 and (c) 2.65 million shares of the
Company's New Class A Common Stock.
* The Company's general unsecured creditors
will receive their pro-rata share of (a)
$3.8 million cash and (b) $5.7 million new
10% Secured Deferrable Interest Notes.
* Holders of at least 5,450 shares of the
Company's old common stock received their
pro-rata share of new Warrants, exercisable
for up to an aggregate 200,000 shares of the
Company's New Class A Common Stock, at an
exercise price of $65.50 per share until May
9, 2003. Leisure received 22,111 such
warrants based on its prior ownership of the
Company's old Class A common stock.
* The Company obtained a $15 million working
capital facility from The CIT Group/Business
Credit, Inc., WLR Recovery Fund L.P. and
certain other financial institutions.
* The Company obtained a $10 million standby
term loan from Bay Harbour Management, L.C.,
as a backstop to the $15 million working
capital facility. In partial consideration
for making such loan commitment, the Company
issued 350,001 shares of New Class A Common
Stock and warrants to purchase 200,000
shares of New Class A Common Stock at an
exercise price of $4.2857 per share until
January 9, 2003.
* The Company's certificate of incorporation
was amended and restated authorizing the
Company to issue up to (a) 100 million
shares of New Class A Common Stock, (b) 25
million shares of New Class B Common Stock
and (c) 100 million shares of preferred
stock. On the Effective Date, approximately
3.0 million shares of New Class A Common
Stock and 7.0 million shares of New Class B
Common Stock were issued and outstanding.
* The Company's board of directors was
replaced with seven directors, five of which
were designated by the New Money Investors
and two of which were designated by the
creditors' committee. Three of the seven
directors were directors prior to and during
the Company's reorganization proceedings.
<PAGE>
* The Company agreed to file a "shelf"
registration statement with the SEC covering
the resale of New Class A Common Stock
issued or issuable to, the New Money
Investors and certain other parties.
* The Company adopted two stock option plans,
one for employees and independent
contractors and one for celebrities, under
which options issuable under the plans will
be exercisable for the purchase of up to
1,000,000 shares of New Class A Common
Stock.
In accordance with the terms of the Plan, and
pursuant to the Company's restated certificate of
incorporation and bylaws, all of the Company's
directors will be elected by holders of the New Class
B Common Stock, provided that (a) after the payment
in full of all of the Company's obligations under its
10% Secured Deferrable Interest Notes, the holders of
the New Class A Common Stock will be entitled to
elect two directors and (b) at such time when there
shall be no shares of New Class B Common Stock issued
and outstanding, the holders of the New Class A
Common Stock will be entitled to elect all of the
Company's directors. The New Money Investors, as
holders of the New Class B Common Stock, entered into
voting agreements whereby they agreed to vote their
shares initially in favor of the seven directors
named in accordance with the Company's Plan. Until
the Company's obligations under the Deferrable
Interest Notes have been paid in full, the New Money
Investors have agreed to vote their shares in favor
of two directors nominated by holders of at least a
majority in principal amount of the outstanding
Deferrable Interest Notes. The voting agreements also
provide that (a) a party holding more than 750,000
shares of New Common Stock shall be entitled to
nominate a single candidate for election to the
Company's Board of Directors and that all parties
agree to vote in favor of any such properly nominated
candidate, and (b) except as otherwise provided, the
parties agree to vote on certain items, including the
proposal to elect directors or to fill vacancies on
the Board, amending the Company's restated
certificate of incorporation or bylaws and removing
officers or issuing securities, in accordance with
the direction of Robert Earl, the Company's Chairman
of the Board and Chief Executive Officer, provided
that Mr. Earl is serving on the Board or as an
executive officer.
The Plan and the Company's restated certificate of
incorporation and bylaws also provide that upon the
transfer of shares of the New Class B Common Stock
(other than a transfer to a New Money Investor or an
affiliate of such persons), such shares of New Class
B Common Stock automatically convert into an equal
number of shares of New Class A Common Stock. At that
point when all issued and outstanding shares of the
Company's New Class B Common Stock constitute 10% or
less of all of the Company's issued and outstanding
common stock, all such shares of New Class B Common
Stock
<PAGE>
will automatically convert into an equal number of
shares of New Class A Common Stock. All shares of New
Class B Common Stock are also convertible, at the
option of the holders of such shares, into an equal
number shares of New Class A Common Stock at any time
after payment in full of the Deferrable Interest
Notes; provided, that such optional conversion must
include all then outstanding shares of New Class B
Common Stock. Shares of New Class B Common Stock that
are converted into shares of New Class A Common Stock
will be canceled and retired by the Company and may
not be reissued. With regard to the $10 million
standby term loan referenced above, until the
maturity date of such loan, the lender has the right
to convert any outstanding amount of the loan into
shares of New Class A Common Stock, dollar for
dollar, at $4.2857 per share.
The Company's restated bylaws also provide that for
as long as the Deferrable Interest Notes are
outstanding, the authorization of certain Company
transactions require the affirmative vote of at least
a majority of the Company's board of directors,
including at least one of the directors appointed by
(a) holders of at least a majority in principal
amount of our outstanding 10% Secured Deferrable
Interest Notes, or (b) holders of the New Class A
Common Stock.
With respect to all of the New Common Stock currently
owned by Leisure, the purpose of purchasing those
shares was to acquire the securities for investment
purposes. Depending upon market conditions and other
factors, in the future Leisure may acquire additional
shares of New Common Stock or dispose of all or a
portion of the New Common Stock which Leisure now
owns or hereafter may acquire.
Item 5 INTEREST IN SECURITIES OF THE ISSUER
The following information concerning percentages of
ownership of outstanding shares of New Common Stock
is based on a total of 10,000,024 shares reported to
be outstanding by the Company at May 9, 2000. Such
shares consist of 3,000,001 shares of New Class A
Common Stock and 7,000,023 shares of New Class B
Common Stock (which is convertible into the same
number of shares of New Class A Common Stock).
Item 5(a) Pursuant to the Company's Plan, Leisure purchased an
aggregate 1,166,671 shares of New Class B Common
Stock for Five Million Dollars. Of those shares,
166,667 have been withheld by the Company (the
"Withheld Shares") in order to deliver such shares to
certain celebrities and other third parties in
consideration for their involvement with the Company.
Leisure is not entitled to the return of any of the
Withheld Shares. As part of the Plan, Leisure also
received 22,111 warrants exercisable for that same
number of shares of New
<PAGE>
Class A Common Stock, at an exercise price of $65.50
per share until May 9, 2003.
Assuming all of the New Class B Common Stock is
converted into shares of New Class A Common Stock,
and all warrants held by Leisure are exercised, and
excluding the Withheld Shares, Leisure would own
1,022,115 of 10,022,135 issued and outstanding shares
of New Class A Common Stock, or 10.2%.
Item 5(b) The number of shares of New Class A Common Stock as
to which Leisure, has (assuming that all of its
shares of New Class B Common Stock are converted and
all of its warrants are exercised):
<TABLE>
<S> <C>
(i) sole power to vote or to direct the vote: 1,022,115
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 1,022,115
(iv) shared power to dispose or to direct the disposition of: 0
</TABLE>
Item 5(c) Not applicable.
Item 5(d) As a result of distributions from Leisure and as the
largest shareholder of Leisure, Mr. Ong Beng Seng may
have the right to receive dividends from, or the
proceeds from the sale of, securities held by
Leisure, including shares of the New Common Stock.
Item 5(e) Not applicable.
Item 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Except as described in Item 4 above, there are no
contracts, arrangements, understandings, or
relationships between Leisure, on the one hand, and
any persons, on the other hand, with respect to any
securities of the Company.
Item 7 MATERIAL TO BE FILED AS EXHIBITS
1. First Amended and Restated Subscription Agreement
between Leisure and the Company
2. Debtors' First Amended Joint Plan of Reorganization
dated December 13, 1999
3. Order confirming the Debtors' First Amended Joint
Plan of Reorganization dated January 21, 2000
<PAGE>
4. Amended and Restated Certificate of Incorporation of
the Company
5. Voting Agreement Among Stockholders (New Money
Investors)
6. Voting Agreement Among Stockholders (Creditor
Directors)
7. Registration Rights Agreement between the Company,
the New Money Investors and certain other parties
referred to as "Note Holders" dated as of May 8, 2000
<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: June 29, 2000
LEISURE VENTURES PTE LTD.
Name: /s/ STEPHEN LAU
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Title: DIRECTOR
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<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned has made,
constituted and appointed, and by these presents does hereby make, constitute
and appoint Robert Earl and Mark S. Helm, Esq., 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 attorney-in-fact and agent 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 attorney-in-fact named
herein.
Dated as of: June 29, 2000
LEISURE VENTURES PTE LTD.
/s/ STEPHEN LAU
-----------------------------
Title: DIRECTOR
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