-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UKy8LaLaPgR2u24jIKlGIj7UPwvouVGispgDKmPh+3OqWDsUZ4/NlufQPQS1ZyT2 q8Vrev1Z83sfeCWnTZXn1Q== 0000950131-98-000692.txt : 19980206 0000950131-98-000692.hdr.sgml : 19980206 ACCESSION NUMBER: 0000950131-98-000692 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980204 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980205 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLAYBOY ENTERPRISES INC CENTRAL INDEX KEY: 0000079114 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] IRS NUMBER: 362258830 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-06813 FILM NUMBER: 98522778 BUSINESS ADDRESS: STREET 1: 680 N LAKE SHORE DR CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3127518000 8-K 1 FORM 8-K FOR PLAYBOY ENTERPRISES, INC. As filed with the Securities and Exchange Commission on February 5, 1998 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 Date of Report (Date of earliest event reported): February 4, 1998 PLAYBOY ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 1-6813 36-2258830 (State of other (Commission (IRS Employer jurisdiction of File Number) Identification Number) incorporation) 680 North Lake Shore Drive 60611 Chicago, Illinois (Zip Code) (Address of principal executive offices) (312) 751-8000 (Registrant's telephone number, including area code) Item 5. Other Events. On February 4, 1998, Playboy Enterprises, Inc. ("PEI") and Spice Entertainment Companies, Inc. ("Spice") issued a Press Release announcing they had entered into an agreement whereby PEI will acquire all of the outstanding shares of Spice for cash and PEI stock. Spice shareholders will retain ownership of Spice's digital operations center for video and Internet broadcasts, certain rights to a library of adult films, and Spice's option to acquire the outstanding stock of Emerald Media, Inc. Consummation of the proposed transaction is subject to due diligence review, receipt of necessary governmental approvals, definitive documentation, working capital and tax adjustments, approval of the proposed transaction by the Board of Directors of PEI and Spice and the stockholders of Spice, receipt of a fairness opinion by Spice and other customary closing conditions. Closing of the transaction is expected to occur during the second calendar quarter of 1998, however, there is no assurance that any definitive agreement regarding the sale of Spice will be reached or that the transaction will be completed. A copy of the Press Release is attached as Exhibit 99.1 hereto and is incorporated by reference. -2- Item 7. Financial Statements and Exhibits. The following exhibit is filed as part of this report: 99.1 Text of Press Release dated February 4, 1998 -3- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Playboy Enterprises, Inc. has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized. PLAYBOY ENTERPRISES, INC. By /s/ Linda G. Havard --------------------------- Linda G. Havard Executive Vice President, Finance and Operations and Chief Financial Officer Date: February 5, 1998 -4- EXHIBIT INDEX
Exhibit Number Document Description - ------- -------------------- 99.1 Text of Press Release dated February 4, 1998
5 EX-99.1 2 PRESS RELEASE Playboy Contact: Martha Lindeman 312-440-5493 Spice Contact: Gregory Miller 212-941-1434 917-635-7335 Tina Clarke 212-941-1434 PLAYBOY ENTERPRISES AGREES TO ACQUIRE SPICE ENTERTAINMENT COMPANIES, INC. CHICAGO, Wednesday, February 4, 1998 -- Playboy Enterprises, Inc. (PEI) and Spice Entertainment Companies, Inc. (Spice) today announced that they entered into an agreement whereby PEI will acquire all of the outstanding shares of Spice (SPZE-NASDAQ) for cash and Playboy stock. The total transaction value, including the assumption of debt, is expected to be approximately $95 million. For each share of Spice, stockholders will receive the sum of: . $3.60 in cash; and . 0.1524 shares of PEI Class B Stock (PLA - NYSE), subject to a collar designed to provide a minimum value of $2.11 or a maximum value of $2.69 per Spice share. Under the terms of the agreement, Spice's stockholders will retain ownership of Spice's digital operations center for video and Internet broadcasts, its option to acquire the outstanding stock of Emerald Media, Inc., a leading provider of adult entertainment in the C-Band market, and certain rights to a library of adult films. PEI's Playboy TV and AdulTVision networks, which reached a total of 17.9 million U.S. cable and direct-to-home households as of September 30, 1997, reported revenues of $52.1 million for the 12 months ended September 30. Spice's domestic networks, Spice and Adam & Eve, reached 21.5 million households and had revenues of $22.0 million for the same time periods. PEI Chairman and Chief Executive Officer Christie Hefner said: "We believe that this acquisition is an excellent strategic fit because the benefits of integrating the two companies will significantly enhance Playboy's fast-growing and high-margin television business, here and abroad. Excluding one-time expenses associated with the deal, we expect the acquisition to be accretive in the first year." "In addition to our stockholders, the acquisition will benefit our customers, as we will be able to increase our commitment to quality programming for adults, and we expect this acquisition to strengthen our relationship with our cable and direct-to-home distributors," Hefner added. J. Roger Faherty, chairman and chief executive officer of Spice, said: "We are very pleased with the opportunity that this agreement provides our shareholders to receive fair value from the restructuring of our company's operations in 1996 and to participate in Playboy Enterprises' growth as the world's leading brand of entertainment aimed at adult audiences." The agreement is subject to due diligence review, definitive documentation, working capital and tax adjustments, Spice shareholder approval, receipt of a fairness opinion by Spice and other customary closing conditions. There is no assurance that any definitive agreement regarding the sale of Spice will be reached or that the transaction will be completed. Playboy and Spice intend to promptly begin preparation of definitive documentation and obtain the approval of Spice's shareholders. Closing of the transaction is expected to occur during the second calendar quarter. **** Playboy Enterprises, Inc. is an international media and entertainment company that publishes Playboy magazine in the United States and licenses editions internationally, develops and markets other branded media products, including newsstand specials, calendars, books, CD-ROMs and Internet sites; creates and distributes programming for domestic pay television, worldwide home video and international television; markets the Playboy trademarks on apparel, accessories and products sold around the world; operates a direct marketing business, including the Critics' Choice Video, Collectors' Choice Music and Playboy catalogs; and will open the Playboy Casino & Beach Hotel on the Greek island of Rhodes. Spice Entertainment Companies is a leading provider of adult television entertainment throughout the world. ### -----END PRIVACY-ENHANCED MESSAGE-----