<PAGE>
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)
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Document Description
------- --------------------
99.1 Text of Press Release dated June 1, 1998
-5-
<PAGE>
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.
****
<PAGE>
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.
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