0000902595-05-000004.txt : 20120628 0000902595-05-000004.hdr.sgml : 20120628 20050124141111 ACCESSION NUMBER: 0000902595-05-000004 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050124 DATE AS OF CHANGE: 20050124 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: 05543966 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 AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No.2)* HOLLYWOOD ENTERTAINMENT CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 436141 10 5 (CUSIP Number) Mark J. Wattles 9275 SW Peyton Lane Wilsonville, Oregon 97070 503-570-1601 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 9, 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 CUSIP No.436141 10 5 13D/A Page 2 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 NUMBER OF 7,137,600 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 7,137,600 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,137,600 SHARES ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON IN CUSIP No.436141 10 5 13D/A Page 3 of 5 This Amendment No. 2 (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, 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(b) is hereby amended and restated in its entirety: (b) The business address of Mr. Wattles is 7945 W. Sahara #205, Las Vegas, Nevada 89117. Item 4. Purpose of Transaction. Item 4 is hereby amended by addition of the following: On January 9, 2005, the Company terminated the Amended and Restated Merger Agreement in connection with its entering into an agreement and plan of merger (the "MG Merger Agreement") with Movie Gallery, Inc. ("MG") and MG's wholly owned subsidiary. The Amended and Restated Voting Agreement automatically terminated pursuant to its terms upon termination of the Amended and Restated Merger Agreement. 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. Although following the termination of the Voting Agreement and the related agreements, 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 7,137,600 shares of the Company's Common Stock, including 4,000,000 shares subject to options that are currently exercisable or become exercisable within 60 days of the date of this filing. Mr. Wattles' beneficial ownership of the Company's Common Stock represents approximately 11.0% 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. CUSIP No.436141 10 5 13D/A Page 4 of 5 Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Item 6 is hereby amended and restated in its entirety: There are no contracts, arrangements, understandings or relationships (legal or otherwise) between Mr. Wattles and any person with respect to any securities of the Company. Item 7. Exhibits. None CUSIP No.436141 10 5 13D/A Page 5 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: January 23, 2005 /s/ MARK J. WATTLES --------------------------------- Mark J. Wattles