0000902595-05-000040.txt : 20120618
0000902595-05-000040.hdr.sgml : 20120618
20050322063201
ACCESSION NUMBER: 0000902595-05-000040
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050322
DATE AS OF CHANGE: 20050322
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: 05695436
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
sch13da_hollyentertaincorp.txt
SCHEDULE 13DA (AMENDMENT NO. 4)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
March 21, 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).
Page 1 of 5
(1) NAME OF REPORTING PERSON
Mark J. Wattles
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) |_|
(b) |_|
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
[PF/OO]
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
|_|
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
: (7) SOLE VOTING POWER
: 6,137,600
---------------------------------------------------
Number Of Shares : (8) SHARED VOTING POWER
Beneficially Owned :
By Each Reporting ---------------------------------------------------
Person With : (9) SOLE DISPOSITIVE POWER
: 6,137,600
---------------------------------------------------
: (10) SHARED DISPOSITIVE POWER
:
---------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,137,600 shares
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
(14) TYPE OF REPORTING PERSON
IN
Page 2 of 5
This Amendment No. 4 (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, Amendment No. 2
filed on January 24, 2005 and Amendment No. 3 filed on February 4, 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 4. Purpose of Transaction.
----------------------
Item 4 is hereby amended and restated in its entirety:
Mr. Wattles beneficially owns 6,137,600 shares of the Company's Common
Stock. Mr. Wattles intends to dispose of up to approximately half of his
holdings of Company Common Stock over the next few months in the open market,
through private transactions or otherwise for the purpose of financing various
business ventures and investments. Mr. Wattles reserves the right to increase or
decrease the actual number of shares to be sold. In addition, Mr. Wattles may
from time to time dispose of all or a portion of his remaining 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. Prior to sending the letter described in the
next paragraph, Mr. Wattles discussed with the Chairman and Chief Executive
Officer of Blockbuster, as well as the Chairman of the Special Committee of the
Company and the financial advisor of the Company, his intention to send such
letter and the general content of such letter.
On March 21, 2005, Mr. Wattles sent a letter to the Board of Directors
of the Company and Blockbuster expressing his interest in acquiring up to 50% of
the Company's stores. Mr. Wattles indicated in such letter his belief that the
Federal Trade Commission would be more inclined to permit a transaction between
the Company and Blockbuster if such a divestiture occurred. In addition, Mr.
Wattles indicated that he has had favorable discussions with potential financing
sources to fund such a transaction. Mr. Wattles has retained corporate counsel,
FTC counsel, and Challenger Capital Group, LTD, as financial advisor, with
respect to such potential transaction. A copy of his letter is attached as
Exhibit B hereto and incorporated herein by reference.
Page 3 of 5
In the future, Mr. Wattles may have further discussions with the
Company, Blockbuster, Carl Icahn or others regarding a transaction with respect
to the Company or some portion of its stores. 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.
Except as described above, 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 6,137,600 shares of the Company's Common Stock. Mr. Wattles' beneficial
ownership of the Company's Common Stock represents approximately 9.6% of the
Company's issued and outstanding shares. On March 4, 2005, options to acquire
500,000 shares of Company Common Stock expired pursuant to their terms. For the
purpose of computing the percentage of outstanding securities beneficially
owned, the number of shares issued and outstanding is as of March 11, 2005 and
is based on the amount stated in the Company's Form 10-K filed with the
Securities and Exchange Commission on March 17, 2005.
Item 5(c) is hereby amended by addition of the following:
(c) On March 4, 2005, options to purchase 500,000 shares of Company
Common Stock at an exercise price of $18.50 per share expired pursuant to their
terms.
Item 7 Exhibits
--------
Item 7 is hereby amended by addition of the following exhibit:
Exhibit B Letter dated March 21, 2005 from Mark Wattles to the Board of
Directors of the Company and Blockbuster Inc.
Page 4 of 5
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: March 21, 2005
/s/ Mark J. Wattles
-------------------------------
Mark J. Wattles
Page 5 of 5
Exhibit B
Mark Wattles
7945 W. Sahara Avenue
Suite 205
Las Vegas, NV 89117
Via E-mail and Certified Mail
March 21, 2005
John Antioco
Chairman and Chief Executive Officer
Blockbuster Inc.
1201 Elm Street
Dallas, TX 75270
Doug Glendenning
Chairman of the Special Committee
Hollywood Entertainment
9275 SW Peyton Lane
Wilsonville, OR 97070
Craig Wadler
Advisor to Hollywood Entertainment Special Committee
UBS
1999 Avenue of the Stars
Los Angeles CA 90067
Dear Sirs:
It is my opinion based upon advice I have received from counsel that the FTC
would be more inclined to permit a merger between Blockbuster Inc. and
Hollywood Entertainment if certain of the Hollywood Video stores that the FTC
perceives as more directly competitive to Blockbuster were divested. Please
accept this letter as notice to you that I and/or entities which I control are
interested in acquiring up to 50% of the Hollywood stores. I would be willing
to limit the stores purchased to those that are most competitive with
Blockbuster.
On a confidential basis, I have had favorable discussions regarding potential
financing that may be required to consummate such a transaction with both
lending institutions and prospective equity partners (although I do not
anticipate the need for an equity partner). O'Melveny & Myers, LLP in
Los Angeles, CA has been retained as corporate counsel; Freshfields, Bruckhaus,
Deringer, LLP in Washington DC has been retained as counsel to advise me
regarding FTC issues; and Challenger Capital Group, LTD in Dallas, TX has
been retained as financial advisor to assist me in negotiations and structural
matters.
Given my familiarity with the Hollywood stores, my transaction team and I are
prepared to move very quickly with respect to such a transaction. Please
contact me directly or the advisors listed below to pursue these discussions.
Sincerely,
Mark Wattles
303-801-4003
Contacts:
Steve Grossman
O'Melveny & Myers, LLP
310-246-6727
Mark Stephens
Challenger Capital Group, LTD
214-239-8610
Paul Yde
Freshfields, Bruckhaus, Deringer, LLP
202-777-4530