SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(FINAL AMENDMENT)
(PURSUANT TO SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934)
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HOLLYWOOD ENTERTAINMENT CORPORATION
(NAME OF ISSUER)
HOLLYWOOD ENTERTAINMENT CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
436141 105
(CUSIP NUMBER OF CLASS OF SECURITIES)
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DONALD J. EKMAN
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
HOLLYWOOD ENTERTAINMENT CORPORATION
25600 SW PARKWAY CENTER DRIVE
WILSONVILLE, OREGON 97070
(503) 570-1600
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS
ON BEHALF OF THE PERSON(S) FILING STATEMENT)
COPY TO:
ROBERT J. MOORMAN
STOEL RIVES LLP
900 SW FIFTH AVENUE
SUITE 2300
PORTLAND, OREGON 97204
(503) 224-3380
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DECEMBER 23, 1997
(DATE TENDER OFFER FIRST PUBLISHED,
SENT OR GIVEN TO SECURITY HOLDERS)
<PAGE>
This amendment constitutes the first and final amendment to the Issuer
Tender Offer Statement filed on Schedule 13E-4 (the "Statement") by Hollywood
Entertainment Corporation, an Oregon corporation (the "Company"), relating to a
tender offer by the Company to purchase up to 16,818,181 shares of its Common
Stock (the "Shares"), at $11.00 per Share, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
December 23, 1997, and in the related Letter of Transmittal, copies of which
were filed as Exhibits (a)(1) and (a)(2) to the Statement, respectively. On
January 26, 1998 the Company announced that the tender offer had expired and
that the minimum number of Shares had not been tendered.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS:
(a) (9) -- Press Release issued by the Company on January 7, 1998.
(a) (10) -- Press Release issued by the Company on January 26, 1998.
<PAGE>
SIGNATURE
After due 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: January 27, 1998
HOLLYWOOD ENTERTAINMENT CORPORATION
By: DONALD J. EKMAN
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Name: Donald J. Ekman
Title: Senior Vice President and
General Counsel
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
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(a) (9) -- Press Release issued by the Company on January 7, 1998.
(a) (10) -- Press Release issued by the Company on January 26, 1998.
EXHIBIT (a)(9)
Company Press Release
SOURCE: Hollywood Entertainment Corporation
HOLLYWOOD ENTERTAINMENT CORPORATION
TENDER SOLICITATION FEES
Portland, Ore., Jan. 7/PRNewswire/ -- Hollywood Entertainment Corporation
(Nasdaq: HLYW), dba Hollywood Video (the "Company"), a chain of 837
corporate-owned video rental superstores operating in 39 states as of November
30, 1997, confirmed today that Georgeson & Company Inc., which is acting as
Information Agent for the Company's self-tender offer commenced on December 23,
1997, is the only party that will be paid fees or commissions by the Company in
connection with the solicitation of tenders of shares of the Company's Common
Stock. The Company has indicated that it will not pay any fees or commissions to
any broker or dealer or other person (other than Georgeson & Company Inc.) in
connection with the solicitation of such shares.
EXHIBIT (a)(10)
Company Press Release
SOURCE: Hollywood Entertainment Corporation
Hollywood Entertainment Corporation Fails to Reach Minimum Number of Shares
Required Under its Self-Tender Offer
PORTLAND, Ore., Jan. 26 /PRNewswire/ -- Hollywood Entertainment Corporation
(Nasdaq: HLYW - news), dba Hollywood Video (the "Company"), a chain of 907
corporate-owned video rental superstores operating in 42 states as of December
31, 1997, today announced that its self-tender offer, commenced on December 23,
1997 to purchase between 8,045,454 and 16,818,181 shares of its Common Stock at
$11.00 per share failed because the minimum number of shares was not tendered.
Mark J. Wattles, chairman and chief executive officer of the Company, stated: "I
would like very much to own a larger percentage of the Company and am therefore
disappointed in the results. However, I believe the Company provides great
opportunity with or without a successful tender and I am looking forward to
participating in that opportunity as Hollywood's principal shareholder."
The Company also announced that its Board of Directors had authorized the
repurchase by the Company from time to time in the open market and otherwise of
up to $7 million of its common stock (the maximum currently permitted under its
senior subordinated notes) at then prevailing market prices. Hollywood Video is
the second largest video store chain in the United States.
Hollywood Video superstores average approximately 7,500 square feet and
typically carry 10,000 titles and 16,000 videocassettes. According to video
industry analyst Paul Kagan Associates, Inc., the Company operates the highest
volume video stores in the country. The Company opened 33 new stores in 1994,
121 new stores in 1995, 250 new stores in 1996 and 356 new stores in 1997.
