Document/Exhibit Description Pages Size
1: 8-K Current Report 7 32K
2: EX-4.1 Indenture Dated as of May 8, 2000 82 379K
3: EX-4.2 Warrant Certificate Dated May 9, 2000 16 68K
4: EX-4.3 Form of 1st Amended & Restated Sub Agt 10 41K
5: EX-10.2 Revolving Credit Agt Dated as of May 8, 2000 115 492K
6: EX-10.3 Employment Agt Robert I. Earl Dated Jan 1, 2000 11 54K
7: EX-10.4 Consulting Agt Dated Jan 1, 2000 6 26K
8: EX-10.5 Registration Rights Agt Dated May 8, 2000 20 91K
9: EX-10.6 2000 Stock Award & Incentive Plan 17 68K
10: EX-10.7 2000 Celebrity Stock Award & Incentive Plan 12 48K
11: EX-99.1 Press Release Dated May 9, 2000 2 13K
UNITED STATES
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
MAY 9, 2000
Date of Report (Date of earliest event reported)
PLANET HOLLYWOOD INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
[Download Table]
DELAWARE 00028230 59-3283783
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification Number)
8669 COMMODITY CIRCLE
ORLANDO, FLORIDA 32819
(Address of principal executive office, including zip code)
(407) 363-7827
(Registrant's telephone number, including area code)
ITEM 1. CHANGE IN CONTROL OF REGISTRANT
In connection with the reorganization of Planet Hollywood International
Inc. (the "Company") described under Item 3 below (the "Reorganization"), the
Company experienced on the Effective Date of the Reorganization a change in its
equity ownership that constituted a change of control. A group of investors,
organized by the Company's Chairman and CEO, invested $30 million cash into the
Company for the right to direct ownership of approximately seven million shares
of new common stock (70% of the voting securities of the Company). The balance
of the outstanding shares of common stock (three million shares), together with
$47.5 million in cash and $60 million in new secured PIK Notes were distributed
to the Company's former bondholders in exchange for the cancellation of
approximately $282 million in debt. All previously existing common stock of the
Company was canceled in exchange for 200,000 warrants to purchase new common
stock in the reorganized Company. Each warrant is exercisable for the purchase
of one share of new Class A Common Stock at an exercise price of $65.50 per
share and will expire on the third anniversary of the Effective Date of the
Plan. The Company's Annual Report on Form 10-K filed on April 11, 2000 includes
a description of the new investors, their basis of control and certain other
information. See also, Item 3 for a discussion of the relevant cancellations and
issuances of equity interests of the Company in the Reorganization.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
As previously reported, 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. The cases
were jointly administered under the case name IN RE: PLANET HOLLYWOOD
INTERNATIONAL, INC., et. al., Case No. 99-3612, with the Honorable Joseph J.
Farnan, Jr., United States District Judge, presiding over the cases. The Debtors
continued to operate their businesses as debtors-in-possession during such
cases.
Also as previously reported, 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. Following a hearing held on December 9, 1999, the Bankruptcy
Court approved the Disclosure Statement as amended and scheduled a hearing on
confirmation of the reorganization plan, as amended, for January 20, 2000.
Also as previously reported, 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
2
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 in the
Reorganization. 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
Reorganization, including pro forma financial statements.
The Effective Date of the Plan was May 9, 2000. On that date the
Company announced that it had successfully emerged from Chapter 11
reorganization. A copy of the Company's press release relating to the occurrence
of the Effective Date and the consequences thereof is attached hereto as Exhibit
99.1 and incorporated herein by reference.
The Effective Date of the Plan was delayed, in part, due to
modifications to the Company's exit financing necessitated by the sooner than
previously anticipated sale of the Company's Time Square retail unit. Such
property was recently sold by the Company for approximately $30 million, thus
eliminating the need for a previously anticipated $22 million bridge loan. In
addition, the Company obtained a $10 million standby term loan from Bay Harbour
Management, LC as a backstop to its $15 million working capital facility. The
term loan is evidenced by a Note Purchase Agreement between the Company, certain
other parties and Wilmington Trust Company, as agent, and matures two years
after the Effective Date of the Plan, subject to certain optional extensions. At
its option, until the maturity date of the term loan, the lender shall have the
right to convert any outstanding amount of the loan into shares of Class A
Common Stock, dollar for dollar, at $4.2857 per share. In addition, the lender
was granted, as part of its commitment fee, warrants to purchase 200,000 shares
of new Class A Common Stock at an exercise price of $4.2857 per share which will
expire on January 8, 2003.
See Item 7 for a listing of certain of the agreements described herein
and other material agreements which became operative on the Effective Date, and
which are attached hereto as exhibits and incorporated herein by reference.
Certain statements made herein and in the exhibits attached hereto,
including statements that are not a statement of historical fact, constitute
"forward-looking" statements as defined in the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended. Such statements
include, without limitation, statements regarding future liquidity, cash needs
and alternatives to address capital needs, and are indicated by words or phrases
such as "anticipate," "estimate," "plans," "projects," "continuing," "ongoing,"
"expects," "management believes," "the Company believes," "the Company intends,"
"we believe," "we intend," and similar words or phrases. The Company assumes no
responsibility to update forward-looking information contained herein or in the
exhibits attached hereto. Further information regarding factors that might cause
future results to differ from those projected in the forward-looking statements
is described from time to time in the Company's reports filed with the
Securities and Exchange Commission.
ITEM 7. EXHIBITS.
2.1* Debtors' First Amended Joint Plan of Reorganization dated
December 13, 1999
3
2.2* First Amended Disclosure Statement Pursuant to Section 1125 of
the Bankruptcy Code For the First Amended Joint Plan of
Reorganization dated December 13, 1999 of Planet Hollywood
International, Inc. and Certain of its Subsidiaries
2.3* Order confirming the Company's First Amended Joint Plan of
Reorganization dated January 21, 2000
2.4** Motion for Entry of Order and Order Approving Documentation
Implementing Consummation of the Debtors' Plan of
Reorganization
2.5** Motion for Entry of Order and Order Approving (A) Modification
of Prior Order (B) $10 Million Standby Term Loan Agreement and
(C) Granting Debtors Authority to Pay Fees Required in
Connection with the Standby Loan
3.1** Amended and Restated Certificate of Incorporation of Planet
Hollywood International, Inc.
3.2** Fourth Amended and Restated Bylaws of Planet Hollywood
International, Inc.
4.1 Indenture dated as of May 8, 2000 between Planet Hollywood
International, Inc., as issuer and United States Trust Company
of New York, as trustee
4.2 Warrant Certificate dated May 9, 2000 issued to Bay Harbour
Management LC, relating to the ownership of 200,000 warrants
4.3 Form of First Amended and Restated Subscription Agreement
relating to aggregate $30 million investment in the Company by
certain new money investors
9.1** Voting Agreement Among Stockholders (New Money Investors)
9.2** Voting Agreement Among Stockholders (Creditor Directors)
10.1** Note Purchase Agreement among Planet Hollywood International,
Inc., certain other parties and Wilmington Trust Company, as
agent, dated as of May 8, 2000
10.2 Revolving Credit Agreement dated as of May 8, 2000, among
Planet Hollywood International, Inc., certain other parties
and The CIT Group/Business Credit, Inc., as agent
10.3 Employment Agreement between Planet Hollywood International,
Inc. and Robert I. Earl dated as of January 1, 2000
10.4 Consulting Agreement between Planet Hollywood International,
Inc. and OCS Consultants, Inc. dated as of January 1, 2000
4
10.5 Registration Rights Agreement between Planet Hollywood
International, Inc. and certain other parties referred to as
"New Money Holders" and "Note Holders" dated as of May 8, 2000
10.6 Planet Hollywood International, Inc. 2000 Stock Award and
Incentive Plan
10.7 Planet Hollywood International, Inc. 2000 Celebrity Stock
Award and Incentive Plan
99.1 Press Release of Planet Hollywood International, Inc., dated
May 9, 2000
* Incorporated by reference to exhibits 2.1, 99.1 or 99.2 (as applicable)
in the Registrant's Current Report on Form 8-K dated January 21, 2000,
previously filed by the Registrant on February 4, 2000
** Incorporated by reference to the exhibits with the corresponding
exhibit numbers in the Registrant's Amendment No. 2 to Form 8-A for
Registration of Certain Classes of Securities Pursuant to Section 12(b)
or (g) of the Securities Exchange Act of 1934, previously filed by the
Registrant on May 15, 2000
5
SIGNATURES
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.
Date: May 17, 2000 PLANET HOLLYWOOD INTERNATIONAL, INC.
/s/ Thomas Avallone
-------------------------------------
Name: Thomas Avallone
Title: Executive Vice President and
Chief Financial Officer
6
Exhibit Index
Exhibit
Number Description
------ -----------
4.1 Indenture dated as of May 8, 2000 between Planet Hollywood
International, Inc., as issuer and United States Trust Company
of New York, as trustee
4.2 Warrant Certificate dated May 9, 2000 issued to Bay Harbour
Management LC, relating to the ownership of 200,000 warrants
4.3 Form of First Amended and Restated Subscription Agreement
relating to aggregate $30 million investment in the Company by
certain new money investors
10.2 Revolving Credit Agreement dated as of May 8, 2000, among
Planet Hollywood International, Inc., certain other parties
and The CIT Group/Business Credit, Inc., as agent
10.3 Employment Agreement between Planet Hollywood International,
Inc. and Robert I. Earl dated as of January 1, 2000
10.4 Consulting Agreement between Planet Hollywood International,
Inc. and OCS Consultants, Inc. dated as of January 1, 2000
10.5 Registration Rights Agreement between Planet Hollywood
International, Inc. and certain other parties referred to as
"New Money Holders" and "Note Holders" dated as of May 8, 2000
10.6 Planet Hollywood International, Inc. 2000 Stock Award and
Incentive Plan
10.7 Planet Hollywood International, Inc. 2000 Celebrity Stock
Award and Incentive Plan
99.1 Press Release of Planet Hollywood International, Inc., dated
May 9, 2000
Dates Referenced Herein and Documents Incorporated by Reference
↑Top
Filing Submission 0000950168-00-001436 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Fri., Mar. 29, 8:51:09.2am ET