E4L INC
8-K, 2000-05-22
CATALOG & MAIL-ORDER HOUSES
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<PAGE>

                      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)  May 18, 2000
                                                       --------------------



                                   e4L, Inc.
- ---------------------------------------------------------------------------
              (Exact name of registrant as specified in charter)


<TABLE>
<S>                             <C>                               <C>
     Delaware                            I-6715                         13-2658741
- -------------------          ---------------------------------    ---------------------
(State or Other Juris-           (Commission File Number)         (IRS Employer Identi-
diction of Incorporation)                                          fication No.)
</TABLE>


15821 Ventura Boulevard, 5th Floor, Los Angeles, 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.
<PAGE>

Item 5.   Other Events.

     On May 18, 2000, e4L, Inc. announced that it had acquired a fifty percent
(50%) interest in Promenade Membership Services, LLC, a provider of discount
membership shopping clubs and services to consumers and businesses.

     A copy of the press release announcing the acquisition is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.


Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.

     (c)  Exhibits

     99.1 Press Release dated May 18, 2000

                                      -2-
<PAGE>

                                  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: May 19, 2000                     By:    /s/ Daniel M. Yukelson
                                             -----------------------------------
                                       Name:  Daniel M. Yukelson
                                       Title: Executive Vice President/Finance
                                              and Chief Financial Officer

                                      -3-
<PAGE>

                                 EXHIBIT INDEX
                                 -------------

No.
- ---

99.1  Press Release dated May 18, 2000.


                                      -4-

<PAGE>

                                                                    EXHIBIT 99.1
                                                                    ------------


                           E4L ACQUIRES  CONTROL OF
                      PROMENADE MEMBERSHIP SERVICES, LLC.

                  Leading Online Membership Services Company
                Brings Web Bargains to Companies and Consumers
                              Online and Offline


Los Angeles, CA - May  18, 2000 - e4L, Inc. (NYSE: ETV) announced today that it
has acquired a controlling interest in Promenade Membership Services, LLC, the
leading Internet membership marketing company.

Promenade's membership programs are targeted at consumers and small businesses
and help bridge the gap between the Internet and the offline world by bringing
valuable online benefits and discounts to customers everywhere.  e4L will
control the board of directors of Promenade and will also have the option to
acquire additional equity in Promenade. This acquisition marks the beginning of
a significant expansion in the e4L business model; e4L anticipates announcing
additional strategic alliances or acquisitions in the near future.

Promenade has become the world's most comprehensive online membership services
company by finding the best bargains available over the Internet and offering
them to members both via the web or via the telephone.  Its membership programs
offer a wide variety of member-specific buying opportunities and valuable
discounts on almost one million different items, including apparel, gourmet
foods, entertainment products, art, jewelry and cosmetics.  Because Promenade
offers numerous services in addition to discount shopping, its offerings are
more comprehensive than traditional discount shopping clubs. Promenade is unique
in its ability to cost-effectively build tailored programs that can meet the
needs of any demographic group or vertical market.

Promenade's large stable of membership benefits which are also targeted at small
businesses, include travel premiums; discounted legal services; telecom
services; and low rates on medical, dental, pharmacy, vision, and other health
care programs. Promenade's primary membership offerings can be accessed over the
Internet at www.netpromenade.com or offline via 800 telephone numbers and
catalogs.  Promenade,  based in El Segundo, California, was founded by Brian
Kelly, Michael Reinstein and Brad Robertson.

Promenade has already established several business-to-business relationships in
addition to its direct marketing efforts geared towards consumers. Promenade has
been aggressively offering wholesale membership programs to third-party
businesses in order to provide them with ancillary revenue by accessing the
company's robust technology and marketing infrastructure.

e4L has long believed in the strategic marketing value of offering membership
programs as part of an overall business model of media, direct response,
Internet commerce and telemarketing. By creating stand-alone commercials for
membership and partnering with both traditional media and e-commerce companies
such as BuyItNow.com, NBCi, Clear Channel Communications, and Emmis

                                       5
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Communications, e4L and Promenade comprise a dynamic force in delivering an
exceptional membership experience and opportunity to their customers.

Stephen C. Lehman, Chairman and CEO of e4L, Inc., said, "When we launched our
former membership shopping club, Everything4Less, we stated that it would be a
low risk/high reward venture 'with the potential to generate millions of dollars
of incremental revenue and cash flow on a recurring basis -- all of this at
little additional cost or risk by simply leveraging our existing direct
marketing infrastructure'. That forecast proved to be absolutely accurate. In
fact, it proved to be such an attractive venture that we knew we had to acquire
a new and improved online and offline membership marketing company with its own
backend so we could build an asset as well as enjoy the full benefit of the
incremental revenues. We believe that Promenade offers a superior product to
anything offered by other membership companies such as Memberworks and Damark."

Lehman continued, "In seeking a successor to Everything4Less, we had three
requirements: First, we had to have a significant ownership interest in the new
asset. Second, the new membership services offering had to have a broader range
of products which we could market to our viewers and strategic partners. And,
third, we had to have the option to offer membership programs over the Internet.
After a very extensive search, we became convinced that only Promenade could
meet all of our objectives."

Brian Kelly, CEO of Promenade, said, "e4L's prior success in marketing
membership services programs, as well as its ability to promote Promenade to a
billion television viewers around the world, provides us with significant
leverage.  Internet-based businesses have learned to rely on cost-efficient
brand-building and media exposure in order to insure their success. e4L's
strategic relationships with leading media and content companies is a major
competitive advantage."

e4L expects that its infrastructure will enable Promenade to acquire customers
more efficiently than any discount membership club. e4L will drive membership by
using its direct marketing expertise to create direct response television that
will drive membership.

Mr. Lehman added, "e4L's ownership interest of Promenade is a clear indication
of our expanded focus as we grow from a company devoted to long-form direct
response programming to more of a multi-faceted, online and offline marketer
with expertise in interactive television marketing. As we have proven in the
past, e4L has numerous opportunities to grow quickly in related areas. Less than
one year after we formed our BuyItNow.com subsidiary, it has received
investments based on a $235 million valuation. Additionally, our Quantum Asia
subsidiary has a very significant value. E4L is a company whose "sum" of the
parts truly exceeds the market value of the whole. In fact, just "some" of the
parts exceed the market capitalization of the whole."

This press release contains forward-looking statements regarding potential
future events and developments affecting the business of e4L. e4L 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 e4L's management or Board of Directors and (iii.) other statements
about e4L or the direct response or electronic commerce industries.  e4L's
ability to predict projected results or the effect of certain events on e4L's
results of operations is inherently uncertain.

                                       6
<PAGE>

Therefore e4L wishes to caution each reader of this press 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 e4L, the risks of doing business in the United
States 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 and other factors, each of which
could affect the ability of e4L to achieve its projected results and may cause
actual results to differ materially from those expressed herein. For a
description of additional risks and uncertainties, please refer to e4L's filings
with the Securities and Exchange Commission; including e4L's most recent Annual
Report on Form 10-K and Quarterly Reports on Form 10-Q.

To request previous news releases on e4L, Inc. or an Investor Relations Package,
contact e4L's Investor Relations Hot Line at (818) 461-6555.


Contact:
Daniel M. Yukelson
Tel: (818) 461-6413
Fax: (818) 461-6530
E-Mail: [email protected]

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