HOLLYWOOD ENTERTAINMENT CORP
8-K, 2000-06-15
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               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                            FORM 8-K


       Current Report Pursuant to Section 13 or 15(d) of
              The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) April 19, 2000


              HOLLYWOOD ENTERTAINMENT CORPORATION
     (Exact name of registrant as specified in its charter)

        Oregon                       0-21824                93-0981138
----------------------------      -------------          ----------------
(State or other jurisdiction     (Commission           (IRS Employer
incorporation or organization)    File No.)             Identification No.)


              9275 SW Peyton Lane, Wilsonville, Oregon 97070
            --------------------------------------------------
                 (Address of principal executive offices)

                              (503) 570-1600
           -----------------------------------------------------
           (Registrant's telephone number, including area code)


                                 No Change
---------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
                                  report)
<PAGE>

Item 5.  Other Events

     On June 12, 2000, Hollywood Entertainment Corporation (the
"Company") announced that it would close the e-commerce business
at Reel.com, Inc. ("Reel.com").  The Company has entered into an
agreement with buy.com to provide e-commerce services going
forward for visitors to the Reel.com site.  It is anticipated
that the Reel.com website will continue to operate but commerce
transactions will be directed to buy.com.  The Company's press
release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.

     On April 19, 2000, the Company announced that it had
retained the investment banking firm Donaldson, Lufkin & Jenrette
to explore strategic opportunities to enhance shareholder value.
The Company intends to explore all viable alternatives, including
business divestitures and combinations, strategic partnerships,
or other transactions, including a potential sale or leveraged
buyout of Hollywood Entertainment. There are no assurances that
any transaction will occur.  The Company's press release is
attached hereto as Exhibit 99.2 and is incorporated herein by
reference.

Item 7.  Financial Statements and Exhibits

     (c)  Exhibits.

     99.1 Press release dated June 12, 2000.
     99.2 Press release dated April 19, 2000.

<PAGE>
                           SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.

     Dated:   June 15, 2000

                         HOLLYWOOD ENTERTAINMENT CORPORATION



                         By /S/Donald J. Ekman
                            ------------------------------------
                            Donald J. Ekman
                            Senior Vice President and
                            General Counsel

<PAGE>

                       EXHIBIT INDEX


Exhibit   Description

  99.1    Press release dated June 12, 2000.
  99.2    Press release dated April 19, 2000.



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