0000902595-05-000016.txt : 20120705
0000902595-05-000016.hdr.sgml : 20120704
20050204100304
ACCESSION NUMBER: 0000902595-05-000016
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050204
DATE AS OF CHANGE: 20050204
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: HOLLYWOOD ENTERTAINMENT CORP
CENTRAL INDEX KEY: 0000905895
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-VIDEO TAPE RENTAL [7841]
IRS NUMBER: 930981138
STATE OF INCORPORATION: OR
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-43241
FILM NUMBER: 05575378
BUSINESS ADDRESS:
STREET 1: 9275 SW PEYTON LANE
CITY: WILSONVILLE
STATE: OR
ZIP: 97070
BUSINESS PHONE: 5035701600
MAIL ADDRESS:
STREET 1: 9275 SW PEYTON LANE
CITY: WILSONVILLE
STATE: OR
ZIP: 97070
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: WATTLES MARK J
CENTRAL INDEX KEY: 0000938576
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 9275 SW PEYTON LANE
CITY: WILSONVILLE
STATE: OR
ZIP: 97070
BUSINESS PHONE: 5035701615
MAIL ADDRESS:
STREET 1: 9275 SW PEYTON LANE
STREET 2: ATTN: BETH M. PIERSON
CITY: WILSONVILLE
STATE: OR
ZIP: 97070
SC 13D/A
1
sc13da.txt
SCHEDULE 13D/A AMENDMENT NO. 3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
HOLLYWOOD ENTERTAINMENT CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
436141 10 5
(CUSIP Number)
Mark J. Wattles
7945 W. Sahara #205
Las Vegas, Nevada 89117
702-804-0079
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 2, 2005
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: [ ]. Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
------------------
* 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 disclosures provided in a prior cover page.
The information required on 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).
------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
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) SOURCE OF FUNDS
[PF/OO]
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
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: (7) SOLE VOTING POWER
: 6,637,600
-----------------------------------------------------
Number Of Shares : (8) SHARED VOTING POWER
Beneficially Owned :----------------------------------------------------
By Each Reporting : (9) SOLE DISPOSITIVE POWER
Person With : 6,637,600
:----------------------------------------------------
: (10) SHARED DISPOSITIVE POWER
:----------------------------------------------------
------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,637,600
shares
------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
IN
This Amendment No. 3 (this "Amendment") amends and supplements the
Statement on Schedule 13D (the "Statement") filed by Mark J. Wattles on April 7,
2004, as amended by Amendment No. 1 filed on October 15, 2004 and Amendment No.
2 filed on January 24, 2005, relating to the beneficial ownership of shares of
Common Stock of Hollywood Entertainment Corporation, an Oregon corporation (the
"Company"). Capitalized terms used herein and not otherwise defined shall have
the respective meanings ascribed to them in the Statement, as amended.
Except as specifically provided herein, this Amendment does not modify any
of the information previously reported in the Statement, as amended.
Item 2. Identity and Background.
Item 2(c) is hereby amended and restated in its entirety:
(c) Effective February 2, 2005, Mr. Wattles resigned as Chairman and Chief
Executive Officer of the Company. Mr. Wattles' principal occupation and
employment is private investor.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended by addition of the following:
The aggregate purchase price of 3,000,000 shares of the Company's Common
Stock purchased by Mr. Wattles pursuant to his option exercise was $3,270,000.
The source of funding for the purchase of these shares and the withholding tax
obligation related to this exercise, which together aggregated $13,648,980.00
was from funds borrowed from Merrill Lynch, Pierce, Fenner & Smith Incorporated
pursuant to a margin loan entered into in the ordinary course of his banking and
brokerage arrangements with Merrill Lynch. A copy of the form of the margin
lending program client agreement with respect to this margin loan is attached
hereto as Exhibit A and incorporated herein by reference.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and restated in its entirety:
Mr. Wattles may from time to time dispose of all or a portion of his shares
or acquire additional shares in the open market, through private transactions or
otherwise. Effective February 2, 2005, Mr. Wattles resigned as Chairman and
Chief Executive Officer of the Company. Mr. Wattles is not a party to any
agreement with either the Company or Movie Gallery, Inc. related to the proposed
merger between the Company and Movie Gallery, including any agreement
prohibiting him from selling shares of Company Common Stock or requiring him to
vote in favor of the proposed merger. In the past, Mr. Wattles has had
discussions with the Chairman and Chief Executive Officer of Blockbuster
regarding the industry and a possible transaction between the two companies, the
nature of the combined business and their respective roles in a combined
business. In addition, following Mr. Carl Icahn disclosing that he had become a
shareholder of the Company, Mr. Wattles has had discussions with Mr. Icahn
regarding the industry and possible transactions involving the Company. In the
future, Mr. Wattles may have further discussions with these parties or
discussions with others regarding a transaction with respect to the Company.
Such discussions could result in Mr. Wattles' modifying his ownership of the
Company's Common Stock or proposing one or more of the other actions described
in Item 4(a)-(j) of Schedule 13D. Although Mr. Wattles has no present intention,
understanding or arrangement in connection with any of the transactions
described in Item 4(a)-(j) of Schedule 13D, Mr. Wattles reserves the right to
formulate other purposes, plans or proposals regarding the Company or the Common
Stock of the Company, including one or more of the transactions described in
Item 4(a)-(j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5(a) is hereby amended and restated in its entirety:
(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
6,637,600 shares of the Company's Common Stock, including 500,000 shares subject
to options that are currently exercisable at an exercise price of $18.50 per
share, and excluding 500,000 shares subject to options that did not vest as a
result of Mr. Wattles' resignation. Mr. Wattles' beneficial ownership of the
Company's Common Stock represents approximately 10.3% of the Company's
issued and outstanding shares. For the purpose of computing the percentage of
outstanding securities beneficially owned, the number of shares issued and
outstanding is as of October 19, 2004, is based on the amount stated in the
Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004
and includes those shares subject to Mr. Wattles' options and the 3,000,000
shares purchased pursuant to his option exercise on February 3, 2005.
Item 5(c) is hereby amended and restated in its entirety:
(c) On February 3, 2005, Mr. Wattles exercised his option to purchase
3,000,000 shares of the Company's Common Stock at an exercise price of $1.09
per share. As a result, Mr. Wattles owns 6,137,600 shares of the Company's
Common Stock. Options to purchase 500,000 shares at an exercise price of
$12.00 per share did not vest as a result of Mr. Wattles' resignation which
was effective February 2, 2005.
Item 7. Exhibits.
Exhibit A The Margin Lending Program Client Agreement
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.
Dated: February 4, 2005
/s/ MARK J. WATTLES
--------------------------
Mark J. Wattles
Exhibit A
The Margin Lending Program Client Agreement
In consideration of your accepting and carrying one or more accounts for the
undersigned, the undersigned hereby consents and agrees that
Applicable Rules and Regulations
1. All transactions shall be subject to the constitution,
rules, regulations, customs and usages of the exchange or market and its
clearinghouse, if any, on which such transactions are executed by you (Merrill
Lynch, Pierce, Fenner & Smith Incorporated) or your agents, including your
subsidiaries and affiliates.
Definition
2. For purposes of this agreement,
"securities and other property" shall include, but not be limited to, money,
securities, financial instruments and commodities of every kind and nature and
all contracts and options relating thereto, whether for present or future
delivery.
Collateral Requirements and Credit Charges for Margin Lending Program
3. The undersigned will maintain such securities and other property in the
accounts of the undersigned for collateral purposes as you shall require from
time to time; and the monthly debit balance of such accounts shall be charged,
in accordance with your usual custom, with interest at a rate permitted by the
laws of the State of New York. It is understood that the interest charge made to
the undersigned's account at the close of a charge period will, unless paid, be
added to the opening balance for the next charge period and that interest will
be charged upon such opening balance, including all interest so added.
Security Interest
4. All securities and other property now or hereafter held, carried or
maintained by you or by any of your affiliates in your possession or control, or
in the possession or control of any such affiliate, for any purpose, in or for
any account of the undersigned now or hereafter opened, including any account in
which the undersigned may have an interest, shall be subject to a lien for the
discharge of all the indebtedness and other obligations of the undersigned to
you, and are to be held by you as security for the payment of any liability or
indebtedness of the undersigned to you in any of said accounts. You shall have
the right to transfer securities and other property so held by you from or to
any other of the accounts of the undersigned whenever in your judgment you
consider such a transfer necessary for your protection. In enforcing your lien,
you shall have the discretion to determine which securities and property are to
be sold and which contracts are to be closed. All securities and other pro perty
will be treated as financial assets under Article 8 of the New York Uniform
Commercial Codes.
Representations as to Beneficial Ownership and Control
5. The undersigned represents that, with respect to securities against which
credit is or may be extended by you (a) the undersigned is not the beneficial
owner of more than 1% of the number of outstanding shares of any class of equity
securities, and (b) does not control, is not controlled by, and is not under
common control with, the issuer of any such securities. In the event that any of
the foregoing representations are inaccurate or become inaccurate, the
undersigned will promptly so advise you in writing.
Calls for Additional Collateral-Liquidation Rights
6. (a) You shall have the right to require additional collateral
(1) in accordance with your general policies for margin lending
maintenance requirements, as such may be modified, amended or
supplemented from time to time; or
(2) if in your discretion you consider it necessary for your protection at
an earlier or later point in time than called for by said general
policies; or
(3) in the event that a petition in bankruptcy or for appointment of a
receiver is filed by or against the undersigned; or
(4) if an attachment is levied against the accounts of the undersigned; or
(5) in the event of the death of the undersigned.
(b) If the undersigned does not provide you with additional collateral as
you may require in accordance with (a) (1) or (2), or should an event
described in (a) (3), (4) or (5) occur (whether or not you elect to
require additional collateral), you shall have the right
(1) to sell any or all securities and other property in the accounts of
the undersigned with you or with any of your affiliates, whether
carried individually or jointly with others;
(2) to buy any or all securities and other property which may be short in
such accounts; and
(3) to cancel any open orders and to close any or all outstanding
contracts.
You may exercise any or all of your rights under (b) (1), (2) or (3) without
further demand for additional collateral, or notice of sale or purchase, or
other notice or advertisement. Any such sales or purchases may be made at your
discretion on any exchange or other market where such business is usually
transacted, or at public auction or private sale; and you may be the purchaser
for your own account. It is understood that your giving of any prior demand or
call or prior notice of the time and place of such sale or purchase shall not be
considered a waiver of your right to sell or buy without any such demand, call
or notice as herein provided.
Payment of Indebtedness Upon Demand
7. The undersigned shall at all times be liable for the payment upon demand of
any debit balance or other obligations owing in any of the accounts of the
undersigned with you, and the undersigned shall be liable to you for any
deficiency remaining in any such accounts in the event of the liquidation
thereof, in whole or in part, by you or by the undersigned; and the undersigned
shall make payment of such obligations and indebtedness upon demand.
Liability for Costs of Collection
8. To the extent permitted by the laws of the State of New York, the reasonable
costs and expenses of collection of the debit balance and any unpaid deficiency
in the accounts of the undersigned with you, including, but not limited to,
attorney's fees incurred and payable or paid by you, shall be payable to you by
the undersigned.
Pledge of Securities and Other Property
9. All securities and other property now or hereafter held, carried or
maintained by you in your possession or control in any of the accounts of the
undersigned may be pledged and repledged by you from time to time, without
notice to the undersigned, either separately or in common with other such
securities and other property, for any amount due in the accounts of the
undersigned, or for any greater amount, and you may do so without retaining in
your possession, or under your control for delivery, a like amount of similar
securities or other property.
Lending Agreement
10. In return for the extension or maintenance of any credit by you, the
undersigned acknowledges and agrees that the securities in the undersigned's
account, together with all attendant rights of ownership, may be lent to you or
lent out to others to the extent not prohibited by applicable laws, rules and
regulations. In connection with such securities loans, and in connection with
securities loans made to me to facilitate short sales, you may receive and
retain certain benefits to which the undersigned will not be entitled. The
undersigned understands that, in certain circumstances, such loans could limit
the undersigned's ability to exercise voting rights, in whole or part, with
respect to the securities lent.
Presumption of Receipt of Communications
11. Communications may be sent to the undersigned at the address of the
undersigned or at such other address as the undersigned may hereafter give you
in writing. All communications so sent, whether by mail, telegraph, messenger or
otherwise, shall be deemed given to the undersigned personally, whether actually
received or not.
Accounts Carried as Clearing Broker
12. If you are carrying the account of the undersigned as clearing broker by
arrangement with another broker through whose courtesy the account of the
undersigned has been introduced to you, then until receipt from the undersigned
of written notice to the contrary, you may accept from such other broker,
without inquiry or investigation by you (a) orders for the purchase or sale in
said account of securities and other property on credit or otherwise, and (b)
any other instructions concerning said account. You shall not be responsible or
liable for any acts or omissions of such other broker or its employees.
Agreement to Arbitrate Controversies
13. o Arbitration is final and binding on the parties.
o The parties are waiving their right to seek remedies in court, including
the right to a jury trial.
o Prearbitration discovery is generally more limited than and different from
court proceedings.
o The arbitrators' award is not required to include factual findings or
legal reasoning, and any party's right to appeal or to seek modification
of rulings by the arbitrators is strictly limited.
o The panel of arbitrators will typically include a minority of arbitrators
who were or are affiliated with the securities industry.
The undersigned agrees that all controversies which may arise between us,
including, but not limited to, those involving any transaction or the
construction, performance or breach of this or any other agreement between us,
whether entered into prior, on or subsequent to the date hereof, shall be
determined by arbitration.
This agreement to arbitrate all controversies does not constitute an agreement
to arbitrate the arbitrability of any controversy between us, unless clearly and
unmistakability required by the arbitration rules of the forum elected, as set
forth below. Any arbitration under this agreement shall be conducted only before
the New York Stock Exchange, Inc., an arbitration facility provided by any other
exchange of which you are a member, or the National Association of Securities
Dealers, Inc., and in accordance with its arbitration rules then in force. The
undersigned may elect in the first instance whether arbitration shall be
conducted before the New York Stock Exchange, Inc. other exchanges of which you
are a member, or the National Association of Securities Dealers, Inc., but if
the undersigned fails to make such election, by registered letter or telegram
addressed to you at the office where the undersigned maintains the account,
before the expiration of five days after receipt of a written request fro m you
to make such election, then you may make such election. Judgment upon the award
of arbitrators may be entered in any court, state or federal, having
jurisdiction.
No person shall bring a putative or certified class action to arbitration, nor
seek to enforce any predispute arbitration agreement against any person who has
initiated in court a putative class action, or who is a member of a putative
class who has not opted out of the class with respect to any claims encompassed
by the putative class action until (i) the class certification is denied; (ii)
the class is decertified; or (iii) the customer is excluded from the class by
the court. Such forbearance to enforce an agreement to arbitrate shall not
constitute a waiver of any rights under this agreement except to the extent
stated herein.
Joint and Several Liability
14. If the undersigned shall consist of more than one person, their obligations
under this agreement shall be joint and several.
Representation as to Capacity to Enter Into Agreement
15. The undersigned represents that no one except the undersigned has an
interest in the account or accounts of the undersigned with you. If a natural
person, the undersigned represents that the undersigned is of full age, is not
an employee of any exchange, nor of any corporation of which any exchange owns a
majority of the capital stock, nor of a member of any exchange, nor of a member
firm or member corporation registered on any exchange, nor of a bank, trust
company, insurance company or any corporation, firm or individual engaged in the
business of dealing either as broker or as principal in securities, bills of
exchange, acceptances or other forms of commercial paper. If any of the
foregoing representations is inaccurate or becomes inaccurate, the undersigned
will promptly so advise you in writing.
Extraordinary Events
16. You shall not be liable for loss caused directly or indirectly by government
restrictions, exchange or market rulings, suspension of trading, war, strikes or
other conditions beyond your control.
The Laws of the State of New York Govern
17. This agreement and its enforcement shall be governed by the laws of the
State of New York; and shall cover individually and collectively all accounts
which the undersigned may open or reopen with you; shall inure to the benefit of
your successors, whether by merger, consolidation or otherwise, and assigns, and
you may transfer the accounts of the undersigned to your successors and assigns;
and this agreement shall be binding upon the heirs, executors, administrators,
successors and assigns of the undersigned.
Amendments
18. The undersigned agrees that you shall have the right to amend this
Agreement, by modifying or rescinding any of its existing provisions or by
adding any new provision. Any such amendment shall be effective as of a date to
be established by you, which shall not be earlier than 30 days after you send
notification of any such amendment to the undersigned.
Separability
19. If any provision or condition of this agreement shall be held to be invalid
or unenforceable by any court, or regulatory or self-regulatory agency or body,
such invalidity or unenforceability shall attach only to such provision or
condition. The validity of the remaining provisions and conditions shall not be
affected thereby and this agreement shall be carried out as if any such invalid
or unenforceable provision or condition were not contained herein.
Headings Are Descriptive
20. The heading of each provision hereof is for descriptive purposes only and
shall not be deemed to modify or qualify any of the rights or obligations set
forth in each such provision.
BY SIGNING THIS AGREEMENT, THE UNDERSIGNED ACKNOWLEDGES (1) THAT, IN ACCORDANCE
WITH PARAGRAPH 13, THE UNDERSIGNED IS AGREEING IN ADVANCE TO ARBITRATE ANY
CONTROVERSIES THAT MAY ARISE WITH YOU; (2) THAT, PURSUANT TO PARAGRAPH 10 ABOVE,
CERTAIN OF THE UNDERSIGNED'S SECURITIES MAY BE LOANED TO YOU OR LOANED OUT TO
OTHERS; AND (3) RECEIPT OF A COPY OF THIS AGREEMENT.
Signature _______________________________ Date _________________________
Title ____________________________________________________________________
(For special accounts, e.g., Trustee)
Signature _______________________________ Date _________________________
(Second party if joint
account; Co-Trustee)
Title ____________________________________________________________________
(For special accounts, e.g., Co-Trustee)
Account No. ______________________________________________________________
Manager's Initial ________________________________________________________