UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _________)*
PLANET HOLLYWOOD INTERNATIONAL, INC.
(Name of Issuer)
Class A Common Stock, $0.01 par value
(Title of Class of Securities)
72702Q102
(CUSIP Number)
Alphonso A. Christian, II, Esq.
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004
(202) 637-5696
(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 this schedule because of Rule 13d-1(e), 13d-1(f) or 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. See
Rule 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
disclosures provided in a prior cover page.
The information required on 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 ("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).
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CUSIP No. 72702Q102 Page 2 of 11 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
His Royal Highness Prince Alwaleed Bin Talal Bin Abdulaziz Al Saud
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kingdom of Saudi Arabia
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NUMBER OF 7 SOLE VOTING POWER
SHARES 2,003,103
---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
0
---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
2,003,103
---------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,003,103
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.02%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
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CUSIP No. 72702Q102 Page 3 of 11 Pages
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--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kingdom Planet Hollywood, Ltd.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 2,003,103
---------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
2,003,103
---------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,003,103
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.02%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
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CUSIP No. 72702Q102 Page 4 of 11 Pages
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the Class A Common Stock, par value $0.01 per
share (the "Class A Common Stock"), 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 His Royal Highness Prince Alwaleed Bin
Talal Bin Abdulaziz Al Saud ("HRH"), an individual, whose business address is
Kingdom Holding Company, P.O. Box 8653, Riyadh, 11492, Kingdom of Saudi Arabia.
HRH is a citizen of the Kingdom of Saudi Arabia. HRH is the founder and majority
owner of Kingdom Holding Company, a Saudi Arabian based corporation with
interests in Saudi Arabian banking, real estate development, supermarkets, media
and broadcasting and the travel industry.
This statement is also being filed by Kingdom Planet Hollywood, Ltd., a
company organized under the laws of the Cayman Islands ("KPH"). KPH's registered
office address is c/o Maples and Calder, P.O. Box 309, Grand Cayman, Cayman
Islands, British West Indies. KPH is a direct, wholly owned subsidiary of
Kingdom 5-KR-10, Ltd., a company organized under the laws of the Cayman Islands
("KR-10"). The registered securities of KR-10 are held by Coutts (Cayman)
Limited ("Trustee"), as trustee of the Kingdom One Trust, a trust created by HRH
for the benefit of himself and his family under the laws of the Cayman Islands
(the "Trust").
Neither HRH nor KPH has during the last five year been (i) convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree and final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As described below in Item 4, HRH and KPH have acquired a total of
2,000,008 shares of New Common Stock (as defined below in Item 4) pursuant to a
subscription agreement between KPH and HRH for an aggregate purchase price of
Ten Million Dollars ($10,000,000.00). The source of all funds used to purchase
the New Common Stock was from HRH's personal funds. In addition, as described
below in Item 4, HRH and KPH received 3,095 of the Company's new Warrants to
purchase Class A Common Stock based on their prior ownership of the Company's
old Class A common stock. The source of all funds used to purchase the Company's
old Class A common stock was from HRH's personal funds.
<PAGE>
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CUSIP No. 72702Q102 Page 5 of 11 Pages
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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 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
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) KPH; (ii) the Holst
Trust, a British Virgin Islands Trust U/A/D 9/10/00; (iii) Leisure Ventures Pte
Ltd., a corporation organized under the laws of Singapore; (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
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CUSIP No. 72702Q102 Page 6 of 11 Pages
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outstanding New Common Stock (an aggregate of 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.
Additional material features of the Plan, as it became effective on May
9, 2000 are as follows:
o 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.
o 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.
o 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.
o 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. KPH received 3,095 of such
warrants based on its prior ownership of the Company's old
Class A common stock.
o 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.
o 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.
o 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
<PAGE>
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CUSIP No. 72702Q102 Page 7 of 11 Pages
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Class A Common Stock and 7.0 million shares of new Class B
Common Stock were issued and outstanding.
o 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.
o 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.
o 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 the point when all issued
and outstanding shares of the Company's new Class B Common Stock
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CUSIP No. 72702Q102 Page 8 of 11 Pages
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constitute 10% or less of all of the Company's issued and outstanding common
stock, all such shares of new Class B Common Stock 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 KPH, the
purpose of purchasing those shares was to acquire the securities for investment
purposes. Depending upon market conditions and other factors, in the future KPH
may acquire additional shares of New Common Stock or dispose of all or a portion
of the New Common Stock which KPH 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, KPH purchased an aggregate
of 2,333,341 shares of new Class B Common Stock for Ten Million Dollars
($10,000,000.00). Of these shares, 333,333 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.
KPH is not entitled to the return of any of the Withheld Shares. As part of the
Plan, KPH also received 3,095 warrants exercisable for the same number of shares
of new 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 KPH are exercised, and
excluding the Withheld Shares,
<PAGE>
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CUSIP No. 72702Q102 Page 8 of 11 Pages
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KPH would own 2,003,103 of 10,003,119 issued and outstanding shares of new Class
A Common Stock, or approximately 20.02%.
ITEM 5(b): Assuming that all of KPH's share of new Class B Common Stock
are converted and all of its warrants are exercised, the number of shares of new
Class A Common Stock as to which KPH has:
<TABLE>
<S> <C>
(i) sole power to vote or to direct the vote: 2,003,103
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 2,003,103
(iv) shared power to dispose or to direct the disposition of: 0
</TABLE>
ITEM 5(c): Not applicable.
ITEM 5(d): KPH is wholly owned by KR-10 which, as reported above, is
held by the Trustee as part of the Trust. Under the terms of the Trust, HRH has
the power to appoint a majority of the directors of KR-10, the parent company of
KPH. Through HRH's ability to appoint a majority of the board of directors of
KR-10, for the purposes of Rule 13d-3 of Regulation 13D-G under the Securities
Exchange Act of 1934, HRH can indirectly control the disposition and voting of
the securities beneficially owned by KPH.
Under the terms of the Trust, among other things, the Trustee is
prohibited from selling or transferring or otherwise encumbering the securities
of KR-10. Furthermore, HRH has retained the power to revoke the Trust and to
appoint and remove the Trustee at any time for any reason.
Since the Company shares are held in the name of KPH, KPH has the right
to receive dividends from, or proceeds from the sale of, the Company shares;
however, HRH, through HRH's ability to appoint a majority of the board of
directors of KR-10, will retain the power to direct any disposition of such
dividends or proceeds. Any funds distributed by KPH to KR-10, and from KR-10 to
the Trust, will be held and administered by the Trustee, in accordance with the
provisions of the Trust, and for the benefit of HRH and his family.
ITEM 5(e): Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Except as described herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between HRH and KPH, on the
one hand, and any persons, on the other hand, with respect to any securities of
the Company.
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CUSIP No. 72702Q102 Page 10 of 11 Pages
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ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
1. First Amended and Restated Subscription Agreement between KPH
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
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
* * * * *
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CUSIP No. 72702Q102 Page 11 of 11 Pages
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SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of
each of the undersigned, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Dated: July 10, 2000
/s/ H.R.H. PRINCE ALWALEED BIN TALAL BIN ABDULAZIZ AL SAUD
----------------------------------------------------------
H.R.H. Prince Alwaleed Bin Talal
Bin Abdulaziz Al Saud
KINGDOM PLANET HOLLYWOOD, LTD.
By: /S/ H.R.H. PRINCE ALWALEED BIN TALAL BIN ABDULAZIZ AL SAUD
----------------------------------------------------------
Name: H.R.H. Prince Alwaleed Bin Talal Bin Abdulaziz Al Saud
Title: President
