<PAGE>
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)
<PAGE>
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-
<PAGE>
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-
<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: February 5, 1998
-4-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Document Description
- ------- --------------------
<S> <C>
99.1 Text of Press Release dated February 4, 1998
</TABLE>
5
<PAGE>
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."
<PAGE>
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.
###
