E4L INC
8-K, 1999-06-11
CATALOG & MAIL-ORDER HOUSES
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                       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 8, 1999
                                                       -------------------------



                                    E4L, INC.
- --------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)


        DELAWARE                        I-6715                 13-2658741
- ----------------------          ------------------------   ---------------------
(State or Other Juris-          (Commission File Number)   (IRS Employer Identi-
 diction of Incorporation)                                     fication No.)


15821 VENTURA BOULEVARD, 5TH FLOOR, ENCINO, CA                     91436
- ----------------------------------------------                  ----------
(Address of principle executive offices)                        (Zip Code)


Registrant's telephone number, including area code    818-461-6400
                                                  ------------------


- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)


                     Exhibit Index appears on Page 4 hereof.


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ITEM 5.           OTHER EVENTS.

         On June 8, 1999, e4L, Inc. announced that it had executed and
consummated a definitive agreement with Buyitnow, Inc. and Clear Channel
Communications, Inc. to jointly form Buyitnow.com LLC, a new company dedicated
to global electronic commerce. A copy of the press release announcing the
execution and consummation of the agreement is attached hereto as Exhibit 99 and
incorporated herein by reference.

ITEM 7.           FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
                  EXHIBITS.

         (c)      Exhibits

         99       Press Release, dated June 8, 1999.


                                       -2-

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                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                          E4L, INC.
                                       (Registrant)


Date: June 11, 1998              By:   /s/ Daniel M. Yukelson
                                      ------------------------------------------
                                       Name:  Daniel M. Yukelson
                                       Title: Executive Vice President and Chief
                                               Financial Officer


                                       -3-

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                                  EXHIBIT INDEX

NO.

99        Press Release, dated June 8, 1999, of e4L, Inc.

                                       -4-


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                                                                      EXHIBIT 99


               **************************************************

                        E4L, BUYITNOW, AND CLEAR CHANNEL
                SIGN DEFINITIVE AGREEMENT FORMING GLOBAL ALLIANCE
                        TO MARKET AND BRAND BUYITNOW.COM


LOS ANGELES, CA - June 8, 1999. E4L, Inc. (NYSE: ETV), Buyitnow, Inc., and Clear
Channel Communications, Inc. (NYSE: CCU) announced today that they have signed
and consummated a definitive agreement to jointly form Buyitnow.com LLC. The new
company will operate Buyitnow.com ( a Web Plaza"! of product-focused Internet
stores housed at HYPERLINK http://www.buyitnow.com www.buyitnow.com.

Clear Channel, one of the largest media companies in the world, will operate or
be affiliated with 625 radio stations, 19 television stations and approximately
302,000 outdoor advertising displays in 26 countries following completion of all
its pending acquisitions. The multi-media conglomerate will contribute various
media for branding and promoting BuyItNow.com.

E4L, which utilizes more than $120 million in annual television media, will
promote Buyitnow.com throughout all of its direct response programming. E4L
celebrity hosts will promote the Website highlighting Buyitnow.com as the venue
to purchase all e4L's "As Seen On TV" products on-line. Internationally, e4L
intends to leverage its existing infrastructure in Europe, Asia, Australia and
New Zealand to launch and build Buyitnow.com as the preeminent Internet
superstore throughout the world.

The current percentage of ownership of the new company will be as follows: e4L
will own 51.5% of the new company, Buyitnow, Inc. will own 43.7%, and Clear
Channel will own 4.7% in return for its contribution of $12.5 million in media.
Additionally, Buyitnow.com LLC. is in negotiation with additional strategic
partners to contribute cash and/or assets in exchange for ownership in the new
entity, and will consider making shares available through an initial public
offering at a later date, provided market conditions remain favorable.

Stephen C. Lehman, Chairman and Chief Executive Officer of e4L, Inc. said, "We
think that this is a strategic alliance that will give Buyitnow.com powerful and
unique media access. In particular, we are very pleased that Clear Channel
Communications, a significant investor in e4L and one of the premier media
companies in the world, has expressed its confidence in this new venture by
contributing its valuable media assets. By adding the strategic alliance with
Clear Channel to e4L's television and radio media, we can quickly build
tremendous brand awareness in Buyitnow.com to make it a major player in the new
world of e-tailing."

Anthony Link, President and Chief Executive Officer of BuyItNow, Inc., said,
"Buyitnow.com is based on the media and operational leverage of Buyitnow and e4L
along with our other media partner Clear Channel, and the technical,
merchandising, and fulfillment leverage of Buyitnow, Inc. Together, we will
build Buyitnow.com into a worldwide megabrand."

Randall Mays, Executive Vice President/Chief Financial Officer of Clear Channel
Communications Inc., said, "We are excited to join e4L and Buyitnow.com in this
venture. With the Internet continuing to become a premier retailing transaction
medium, we see this as an opportunity to further our strategic relationship
while utilizing Clear Channel's ability to synergistically promote Buyitnow.com
through our expanding media infrastructure. We are confident that our joint
strategic alliance will act as a strong catalyst in driving traffic to the
Buyitnow.com web site."

Deutsche Banc Alex Brown. served as financial advisor to the new entity.


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Members of e4L's management will participate on the Board of Directors and
Management Committee of Buyitnow.com, LLC. and Clear Channel Communications will
hold a Board of Directors seat. Anthony C. Link will continue to serve as Chief
Executive Officer and Randy Jo Wilcox will continue to serve as Chief Operating
Officer. Additionally, members of e4L management will include, Mr. Lehman as
Chairman of the Board, Eric Weiss as Vice Chairman of the Board, and Dan
Yukelson as Chief Financial Officer.

Buyitnow.com features thousands of brand name products as well as unique,
hard-to-find items. Nine stores are currently open, with five additional stores
to be launched systematically over the next few months. The new company may also
acquire additional electronic commerce assets through mergers, acquisitions and
strategic joint ventures. The site is particularly acclaimed for its
customer-friendly online experience, which includes "store managers" or "e-reps"
who are highly-trained product specialists to find and explain products;
specialists in computer hardware, software and the Internet to help with any
online shopping problems; and fast turnaround of customer delivery. The stores
in its Web Plaza"! include:

ElectronicCentral.com (cameras, security systems, stereos, etc.)
ForAKid.com (arts and crafts, preschool, stuffed animals, toys, etc.)
ForTheKitchen.com (bakeware, cookbooks, cutlery, gourmet gadgets, etc.)
Gift-O-Rama.com (cigars, collector items, games, personal care, etc.)
HouseD_cor.com (candles, Christmas, clocks, lamps, vases, etc.)
OutsideLiving.com (barbecues, landscaping tools, furniture, etc.)
Tooling Around (automotive, cordless tools, power tools, etc.)
YourHomeCenter.com (bath fixtures, ceiling fans, heaters, lighting, etc.)
Completeluxury.com (upscale, unique, and hard to find items, etc.)

Clear Channel Communications, Inc. is a globally diversified media and outdoor
advertising company and is a world leader in out-of-home media. Including all
pending acquisitions, the Company operates, or is affiliated with, 625 radio
stations, 19 television stations and approximately 302,000 outdoor advertising
displays in 26 countries worldwide. The Company also owns 29% of Heftel
Broadcasting Corporation (NASDAQ:HBCCA), the largest Spanish-language radio
broadcaster in the United States. The Company's stock is traded on the New York
Stock Exchange under the symbol "CCU."

E4L, Inc., the world's largest publicly held direct response television company,
sells consumer products via television, radio and the Internet. The Company uses
this multimedia infrastructure to leverage its e-commerce platform. E4L
broadcasts more than 3,000 half hours of television programming each week
throughout the world, reaches 100% of television homes in the United States,
brings its programming to more than 370 million television households in more
than 70 countries worldwide, and provides video and radio programming and
shopping over the Internet.

This press release contains forward-looking statement regarding potential future
events and developments affecting the business of the Company. The Company
wishes to take advantage of certain "safe harbor" provisions regarding
forward-looking statements. Examples of forward-looking statements include, but
are not limited to, (i) projections of revenues, income or loss, profitability,
earnings or loss per share and other financial indicators, (ii) statements of
plans or objectives of the Company's management or Board of Directors and (iii)
other statements about the Company or the direct response or electronic commerce
industries.

The Company's ability to predict projected results or the effect of certain
events on the Company's results of operations is inherently uncertain. Therefore
the Company wishes to caution each reader of this release to carefully consider
certain factors, including competition for customers, media pricing and access,
market conditions regarding buyers and sellers of media, the potential effect of
litigation involving the Company, the risks of doing business in the U.S. and
the international marketplace, issues related to entering new markets and the
electronic commerce industry, the inherent difficulty in identifying successful
products, locating efficient suppliers of such products and bringing such
products to market in a timely fashion, the uncertainty of the marketplace for
initial public offerings and/or for mergers and acquisitions, and other factors,
each of which could affect the ability of the Company to achieve its projected
results and may cause actual results to differ materially from those expressed
herein. For a description of additional risks and


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uncertainties, please refer to the Company's filings with the Securities and
Exchange Commission; including the Company's Annual report and Quarterly
Reports.


Contact:   Bruce Goodman                               Claudia de Llano
           818.461.6510                                818.461.6467
 HYPERLINK mailto:[email protected] [email protected]
 HYPERLINK mailto:[email protected] [email protected]

Contact:   Marcellus Taylor                            918.294.6000
HYPERLINK mailto:[email protected] [email protected]

[To request previous press releases on e4L, Inc. or an investors package, please
contact Suzanne Flaig at (818) 461-6461.]




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