-----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, WqG4ysu/1rFAdm+H4I7veVIP64lHIoMHcvogX3kNYfjz9manWKCvag9Uf5WqUTIy JaJyWI3TUsbrdvekSSReHA== 0000950131-98-004070.txt : 19980630 0000950131-98-004070.hdr.sgml : 19980630 ACCESSION NUMBER: 0000950131-98-004070 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980601 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980629 SROS: NYSE SROS: PCX 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: 98656587 BUSINESS ADDRESS: STREET 1: 680 N LAKE SHORE DR CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3127518000 8-K 1 FORM 8-K As filed with the Securities and Exchange Commission on June 29, 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): June 1, 1998 PLAYBOY ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 1-6813 36-2258830 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification Number) incorporation) 680 North Lake Shore Drive Chicago, Illinois 60611 (Address of principal executive offices) (Zip Code) (312) 751-8000 (Registrant's telephone number, including area code) Item 5. Other Events. - ------- ------------ On June 1, 1998, Playboy Enterprises, Inc. ("PEI") and Spice Entertainment Companies, Inc. ("Spice") issued a Press Release announcing they had entered into a definitive merger agreement pursuant to which 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 or assets of Emerald Media, Inc. Consummation of the proposed transaction is subject to approval of the proposed transaction by the stockholders of Spice and other customary closing conditions. Closing of the transaction is expected to occur during the third calender quarter of 1998, however, there is no assurance that the transaction will be completed. A copy of the Press Release is attached as Exhibit 99.1 hereto and is incorporated herein 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 June 1, 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: June 29, 1998 -4- EXHIBIT INDEX ------------- Exhibit Number Document Description ------- -------------------- 99.1 Text of Press Release dated June 1, 1998 -5- EX-99.1 2 TEXT OF PRESS RELEASE DATED 06/01/98 EXHIBIT 99.1 Playboy Contact: Martha Lindeman 312-440-5493 Spice Contact: Gregory Miller 212-941-1434 PLAYBOY ENTERPRISES, INC. AND SPICE ENTERTAINMENT COMPANIES, INC. SIGN MERGER AGREEMENT CHICAGO, Monday June 1, 1998--Playboy Enterprises, Inc. (PLA-NYSE) and Spice Entertainment Companies, Inc. (SPZE-NASDAQ) today announced that the two companies have signed a definitive merger agreement embodying the terms of their previously announced deal whereby Playboy will acquire all of the outstanding shares of Spice for cash and Playboy stock. The total transaction value, including the assumption of debt, is expected to be approximately $100 million. For each share of Spice, stockholders will receive the following from Playboy: /./ $3.60 in cash; and /./ 0.1371 shares of Playboy Class B Stock, subject to a collar designed to provide a minimum value of $2.20 or a maximum value of $2.88 per Spice share. Under the terms of the merger agreement, Spice's stockholders will also retain ownership of Spice's digital operations center for video and Internet broadcasts, its option to acquire the outstanding stock or assets of Emerald Media, Inc., a leading provider of adult entertainment in the C-Band market, and certain rights to a library of adult films. Playboy TV and AdulTVision networks, which reached a total of 20.3 million U.S. cable and direct-to-home households as of March 31, 1998, reported revenues of $14.5 million for the quarter ended March 31. Spice's domestic networks, Spice and Adam & Eve, reached 21.5 million households and had revenues of $5.0 million for the same time periods. Completion of the merger remains subject to Spice stockholder approval and other customary closing conditions. Playboy and Spice intend to promptly begin preparation of a proxy statement/prospectus and obtain the approval of Spice's stockholders. Closing of the transaction is expected to occur during the third calendar quarter. **** Playboy Enterprises, Inc. is an international multimedia entertainment company that publishes editions of Playboy magazine in 16 countries; creates programming for Playboy TV networks and home video distribution around the world; operates a direct marketing business, including Critics' Choice Video, Collectors' Choice Music and Playboy catalogs and Web sites; markets Playboy-branded consumer products sold worldwide; operates Playboy Online, which includes the Playboy.com and Playboy Cyber Club Web sites; and plans to 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-----