UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Hollywood Entertainment Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
436141 10 5
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(CUSIP Number)
*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 ("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 1 of 5
<PAGE>
13G
CUSIP No. 436141-10-5 Page 2 of 5
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Mark J. Wattles
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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5 SOLE VOTING POWER
11,164,600
NUMBER --------------------------------------------------------
OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED --------------------------------------------------------
BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING 11,164,600
PERSON --------------------------------------------------------
WITH: 8 SHARED DISPOSITIVE POWER
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,164,600
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
24.1%
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12 TYPE OF REPORTING PERSON*
IN
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Page 2 of 5
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Item 1. Issuer
(a) The name of the Issuer is Hollywood Entertainment Corporation.
(b) The Issuer's executive offices are located at 9275 SW Peyton Lane,
Wilsonville, Oregon 97070.
Item 2. Reporting Person and Security
(a) This Statement is filed by Mr. Mark J. Wattles, an individual.
(b) Mr. Wattles' business address is 9275 SW Peyton Lane, Wilsonville,
Oregon 97070.
(c) Mr. Wattles is a citizen of the United States of America.
(d) This Statement relates to shares of Common Stock of Hollywood
Entertainment Corporation.
(e) The CUSIP number assigned to the Common Stock of the Issuer is
436141-10-5.
Item 3. Filings Pursuant to Rule 13d-1(b) or 13d-2(b) check whether the
person filing is a:
(a) [ ] Broker of dealer registered under Section 15 of the Exchange Act;
(b) [ ] Bank as defined in section 3(a)(6) of the Exchange Act;
(c) [ ] Insurance company as defined in section 3(a)(19) of the Exchange
Act;
(d) [ ] Investment company registered under section 8 of the Investment
Company Act;
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person, in accordance with
Rule 13d-1(b)(ii)(G);
(h) [ ] A savings association, as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box [ ]
Page 3 of 5
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Item 4. Ownership
(a) Under the rules and regulations of the Securities and Exchange
Commission, Mr. Wattles may be deemed to be the beneficial owner of a
total of 11,164,600 shares of Issuer Common Stock. This amount
includes 520,000 shares subject to options that are currently
exercisable or become exercisable within 60 days of December 31, 1999.
(b) Mr. Wattles' beneficial ownership of Issuer Common Stock represented
approximately 24.1% of the 45,795,234 issued and outstanding shares on
November 8, 1999, as reported in the Issuer's most recent quarterly
report.
(c) Mr. Wattles has sole power to vote or direct the voting and to dispose
or to direct disposition of the outstanding shares that he
beneficially owns.
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
Not applicable.
Page 4 of 5
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SIGNATURE
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.
February 7, 2000
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Date
MARK J. WATTLES
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Mark J. Wattles
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