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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Hollywood Entertainment Corporation
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
436141105
(CUSIP Number)
December 31, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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).
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CUSIP NO. 436141105 SCHEDULE 13G PAGE 2 OF 10 PAGES
---------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TRANSAMERICA CORPORATION 94-0932740
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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) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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(5) SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 2,720,500* *SEE NOTE TO EXHIBIT A
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH 0
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(8) SHARED DISPOSITIVE POWER
2,720,500* *SEE NOTE TO EXHIBIT A
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,720,500* *SEE NOTE TO EXHIBIT A
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.44%
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(12) TYPE OF REPORTING PERSON
HC
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CUSIP NO. 436141105 SCHEDULE 13G PAGE 4 OF 10 PAGES
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TRANSAMERICA INSURANCE CORPORATION OF CALIFORNIA
95-2634355
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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) CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
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(5) SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 2,123,500* *SEE NOTE TO EXHIBIT A
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH 0
--------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
2,123,500* *SEE NOTE TO EXHIBIT A
--------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,123,500* *SEE NOTE TO EXHIBIT A
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.02%
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(12) TYPE OF REPORTING PERSON
HC and IC
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CUSIP NO. 436141105 SCHEDULE 13G PAGE 5 OF 10 PAGES
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TRANSAMERICA INVESTMENT SERVICES, INC.
94-1632699
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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) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
---------------------------------------------------------------------
(5) SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 2,720,500
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH 0
--------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
2,720,500
--------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,720,500
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
---------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.44%
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(12) TYPE OF REPORTING PERSON
IA
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PAGE 6 OF 10 PAGES
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Item 1(a). Name of Issuer.
Hollywood Entertainment Corporation.
Item 1(b). Address of Issuer's Principal Executive Offices.
9275 S.W. Peyton Lane
Wilsonville, Oregon 97070
Item 2(a). Name of Person Filing.
This statement is filed by Transamerica Occidental Life
Insurance Company ("Occidental"), the parent of Transamerica Life Insurance and
Annuity Company ("TALIAC"); Transamerica Insurance Corporation of
California ("TICC"), the parent of Occidental and indirect parent of TALIAC;
Transamerica Investment Services, Inc. ("TIS"); and Transamerica Corporation
("Transamerica") the direct or indirect parent of Occidental, TALIAC, TICC and
TIS (collectively, the "Companies").
Item 2(b). Address of Principal Business Office or, if none, Residence.
The address of Transamerica is 600 Montgomery Street,
San Francisco, California 94111. The address of each of the other Companies is
1150 South Olive Street, Los Angeles, CA 90015.
Item 2(c). Citizenship.
Occidental and TICC are California corporations. Transamerica
and TIS are Delaware corporations.
Item 2(d). Title of Class of Securities.
no par value
Item 2(e). CUSIP Number.
436141105.
Item 3. Type of Reporting Person.
Each of the Companies is filing this statement pursuant to
Rule 13d-1(c). Occidental and TICC are insurance companies as defined in Section
3(a)(19) of the Securities Exchange Act of 1934 and parent holding companies in
accordance with Rule 13d-1(b)(1)(ii)(G). TIS is an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940. Transamerica is a
parent holding company in accordance with Rule 13d-1(b)(1)(ii)(G).
Item 4. Ownership.
Reference is hereby made to Items 5-9 and 11 of each of the
cover pages to this statement, which items are incorporated by reference herein.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
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PAGE 7 OF 10 PAGES
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Item 6. Ownership of More Than Five Percent on Behalf of Another
Person.
Transamerica may be deemed to be the beneficial owner of
2,720,500 shares of Common Stock, none of which are owned directly by
Transamerica. The 2,720,500 shares, including 597,000 shares owned for the
benefit of non-affiliate investment advisory clients of TIS, are beneficially
owned by direct and indirect subsidiaries of Transamerica.*
Occidental may be deemed to be the beneficial owner of
2,123,500 shares of Common Stock, 2,100,000 of which Occidental owns directly,
and 23,500 of which are owned by Occidental's subsidiary, TALIAC.*
TICC may be deemed to be the beneficial owner of the 2,123,500
shares of Common Stock beneficially owned by its subsidiary, Occidental, and by
its indirect subsidiary, TALIAC.*
TIS is deemed to be the beneficial owner of 2,720,500 shares
of Common Stock pursuant to separate arrangements whereby TIS acts as investment
adviser to certain individuals and entities, including Occidental and TALIAC.
Each of the individuals and entities for which TIS acts as investment adviser
has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the securities purchased or held pursuant to
such arrangements.
To the knowledge of the Companies, no other person has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Common Stock.
*See Note to Exhibit A.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Transamerica, which is a parent holding company under Rule
13d-1(b)(1)(ii)(G), is filing this Statement pursuant to Rule 13d-1(c) and not
pursuant to Rule 13d-1(d). The identity and Item 3 classification of its
relevant subsidiaries are set forth on Exhibit A attached hereto and
incorporated herein by reference.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below the undersigned certify that, to the best of
their knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
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PAGE 8 OF 10 PAGES
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Signatures
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
February 12, 1999
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
By /s/ RICHARD N. LATZER
---------------------------------------------
Richard N. Latzer
Chief Investment Officer
TRANSAMERICA INSURANCE CORPORATION OF CALIFORNIA
By /s/ RICHARD N. LATZER
---------------------------------------------
Richard N. Latzer
Senior Vice President,
Transamerica Corporation
Its Attorney-in-Fact
TRANSAMERICA INVESTMENT SERVICES, INC.
By /s/ RICHARD N. LATZER
---------------------------------------------
Richard N. Latzer
President and Chief Executive Officer
TRANSAMERICA CORPORATION
By /s/ RICHARD N. LATZER
---------------------------------------------
Richard N. Latzer
Senior Vice President and
Chief Investment Officer
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PAGE 9 OF 10 PAGES
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Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act
of 1934, the undersigned, Transamerica Occidental Life Insurance Company, a
California corporation, Transamerica Insurance Corporation of California, a
California corporation, Transamerica Investment Services, Inc., a Delaware
corporation, and Transamerica Corporation, a Delaware corporation, and each of
them, hereby agree that the statement on Schedule 13G dated February 12, 1999,
and any amendments thereto, are filed on behalf of each of them.
February 12, 1999
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
By /s/ RICHARD N. LATZER
---------------------------------------------
Richard N. Latzer
Chief Investment Officer
TRANSAMERICA INSURANCE CORPORATION OF CALIFORNIA
By /s/ RICHARD N. LATZER
---------------------------------------------
Richard N. Latzer
Senior Vice President,
Transamerica Corporation
Its Attorney-in-Fact
TRANSAMERICA INVESTMENT SERVICES, INC.
By /s/ RICHARD N. LATZER
---------------------------------------------
Richard N. Latzer
President and Chief Executive Officer
TRANSAMERICA CORPORATION
By /s/ RICHARD N. LATZER
---------------------------------------------
Richard N. Latzer
Senior Vice President and
Chief Investment Officer
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PAGE 10 OF 10 PAGES
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Exhibit A
Each of Occidental and TALIAC is an insurance company as
defined in Section 3(a)(19) of the Securities Exchange Act of 1934. TALIAC is a
wholly owned subsidiary of Occidental, and Occidental is a wholly owned
subsidiary of TICC.
TICC is an insurance company as defined in Section 3(a)(19) of
the Securities Exchange Act of 1934. TIS is an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940. Both TICC and TIS are
wholly owned subsidiaries of Transamerica.
Note: Management of the affairs of subsidiaries of
Transamerica, including decisions respecting dispositions and/or voting of the
shares of the Common Stock beneficially owned by such subsidiaries, resides in
respective officers and directors of the subsidiaries and is not directed by
Transamerica or other subsidiaries. Accordingly, the filing of this Schedule 13G
by Transamerica, TICC and Occidental is not intended as, and should not be
deemed, an acknowledgment of beneficial ownership or shared voting or
dispositive power by them of the shares of the Common Stock beneficially owned
by their subsidiaries, and such beneficial ownership or attribution of shared
voting or dispositive power is expressly disclaimed.
