As filed with the Securities and Exchange Commission on February 23, 1999
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SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[X] Definitive Information Statement
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PLAYBOY ENTERPRISES, INC.
(Name of Registrant as Specified in its Charter)
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Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14(c)-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed:
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<PAGE>
PLAYBOY ENTERPRISES, INC.
680 NORTH LAKE SHORE DRIVE
CHICAGO, ILLINOIS 60611
Notice of Proposed Action by Written Consent of
a Majority of the Outstanding Class A Common Stock and Class B Common Stock
to be taken on or about March 15, 1999
To the Stockholders of Playboy Enterprises, Inc.:
Notice is hereby given that an Action by Written Consent by the holder
of a majority of the outstanding Class A Common Stock and by holders of a
majority of the outstanding Class B Common Stock of Playboy Enterprises, Inc.
(the "Company") is proposed to be taken on or about March 15, 1999. The Board of
Directors has approved a proposed amendment to the Company's Restated
Certificate of Incorporation. The Hugh M. Hefner 1991 Trust (the "Trust"), which
holds a majority of the outstanding Class A Common Stock, has, and the Trust and
certain officers and directors of the Company, who together hold a majority of
the outstanding Class B Common Stock, have, consented to the proposed amendment.
The proposed amendment will ensure that a provision of the Company's Restated
Certificate of Incorporation governing the rights of the stockholders in the
event of a merger or consolidation of the Company will not apply to the merger
into which the Company will enter under the Agreement and Plan of Merger, dated
as of May 29, 1998, as amended, by and among the Company, New Playboy, Inc.,
Playboy Acquisition Corp., Spice Acquisition Corp. and Spice Entertainment
Companies, Inc.
Only stockholders of record at the close of business on February 18,
1999 are entitled to Notice of the proposed Action by Written Consent. The
Company is not soliciting proxies.
By Order of the Board of Directors
/s/ Howard Shapiro
Howard Shapiro
Secretary
Dated: February 23, 1999
<PAGE>
PLAYBOY ENTERPRISES, INC.
680 NORTH LAKE SHARE DRIVE
CHICAGO, ILLINOIS 60611
INFORMATION STATEMENT
This Information Statement is being furnished to holders of Class A
Common Stock, $.01 par value per share ("Class A Common Stock"), and Class B
Common Stock, $.01 par value per share ("Class B Common Stock"), of Playboy
Enterprises, Inc. (the "Company") in connection with a proposed Action by
Written Consent under Sections 228 and 242 of the General Corporation Law of the
State of Delaware (the "DGCL") to be taken by the holder of a majority of the
outstanding Class A Common Stock and the holders of a majority of the
outstanding Class B Common Stock on or about March 15, 1999. This proposed
Action by Written Consent will approve an amendment to the Company's Restated
Certificate of Incorporation.
The Company has entered into an Agreement and Plan of Merger, dated as
of May 29, 1998, as amended (the "Merger Agreement"), by and among the Company,
New Playboy, Inc., a Delaware corporation and a wholly owned subsidiary of the
Company ("New Playboy"), Playboy Acquisition Corp., a Delaware corporation and a
wholly owned subsidiary of New Playboy ("PAC"), Spice Acquisition Corp., a
Delaware corporation and a wholly owned subsidiary of New Playboy ("SAC"), and
Spice Entertainment Companies, Inc., a Delaware corporation ("Spice"). Under the
terms of the Merger Agreement, the Company will merge with PAC (the "Playboy
Merger"), Spice will merge with SAC (the "Spice Merger"), and, consequently, New
Playboy will become the new holding company of the Company and Spice.
The Playboy Merger will be effected under Section 251(g) of the DGCL
and, as a result, does not require the approval of any of the stockholders of
the Company. The Spice Merger has already been approved by a majority of the
stockholders of Spice. In the Playboy Merger, each share of Class A Common Stock
will be converted into one share of Class A Common Stock, par value $.01 per
share ("New Playboy Class A Common Stock"), of New Playboy, and each share of
Class B Common Stock will be converted into one share of Class B Common Stock,
par value $.01 per share ("New Playboy Class B Common Stock"), of New Playboy.
The Playboy Merger is intended to have no impact on the relative rights of the
holders of the Class A Common Stock and the Class B Common Stock. The reason
that the Playboy Merger is taking place and that the new holding company is
being formed is that this structure will result in favorable tax treatment for
the Spice stockholders.
Article Fourth of the Company's Restated Certificate of Incorporation
contains a provision (the "Equal Protection Provision") which, in the event of a
merger or consolidation of the Company with or into another entity, requires
that the holders of the Class B Common Stock be entitled to receive the same per
share consideration as the holders of the Class A Common Stock. The Equal
Protection Provision could be interpreted as requiring that each holder of Class
B Common Stock prior to the Playboy Merger receive shares of New Playboy Class A
Common Stock instead of New Playboy Class B Common Stock in the Playboy Merger.
The proposed amendment would amend Article Fourth by adding a provision that
would exempt the Playboy Merger from the Equal Protection Provision, and would
allow the Playboy Merger to proceed, as intended, without affecting the relative
rights of the current holders of the Class A Common Stock and the Class B Common
Stock.
The Board of Directors of the Company has approved the proposed
amendment to the Company's Restated Certificate of Incorporation to exempt the
Playboy Merger from the Equal Protection Provision.
<PAGE>
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
The approximate date on which this Information Statement will be mailed
to stockholders is February 23, 1999. The address of the Company's principal
executive office is 680 North Lake Shore Drive, Chicago, Illinois 60611.
VOTING SECURITIES AND PRINCIPAL HOLDERS
The Board of Directors has fixed the close of business on February 18,
1999 as the record date (the "Record Date") for the determination of the Class B
Common Stockholders entitled to Notice of Proposed Action by Written Consent.
At the Record Date, the Company had outstanding 4,748,954 shares of
Class A Common Stock and 16,217,560 shares of Class B Common Stock. The Hugh M.
Hefner 1991 Trust (the "Trust") holds 3,321,836 shares of Class A Common Stock
as of the Record Date, representing more than a majority of the Company's
outstanding Class A Common Stock. The Trust and certain officers and directors
of the Company together hold more than 8,273,186 shares of Class B Common Stock,
representing more than a majority of the Company's outstanding Class B Common
Stock. Hugh M. Hefner, as trustee of the Trust, and these officers and directors
have consented to the action required to effect the proposed amendment. This
consent will be sufficient, without any further action, to provide the necessary
stockholder approval of the action.
SECURITY OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS AND FIVE PERCENT
STOCKHOLDERS
The following table sets forth information about the beneficial
ownership of the Company's Class A Common Stock and Class B Common Stock as of
December 31, 1998 by (i) each person who is known by the Company to own
beneficially more than five percent (5%) of either the Class A Common Stock or
Class B Common Stock; (ii) each of the Company's Named Executive Officers and
Directors; and (iii) all Directors and Executive Officers as a group:
Number of Class A Shares Percentage
Name and Address Beneficially Owned(1) Ownership
- ---------------- --------------------- ---------
Hugh M. Hefner, Trustee
The Hugh M. Hefner 1991 Trust(4)
9242 Beverly Boulevard
Beverly Hills, CA 90210 3,321,836 69.95%
Dennis S. Bookshester(2)(3) 3,000 *
David I. Chemerow(2)(3) 800 *
Donald G. Drapkin(2)(3) 0 *
Linda G. Havard(2)(3) 0 *
Christie A. Hefner(2)(3) 72,274 1.50
Anthony J. Lynn(2)(3) 600 *
Sol Rosenthal(2)(3) 252 *
Richard S. Rosenzweig(2)(3) 25,365 *
<PAGE>
Garry Saunders(3) 0 *
Sir Brian Wolfson(2)(3) 25,000 *
All Directors and Executive Officers as a Group
(16 persons)(2)(3) 3,461,692 71.17%
Number of Class B Shares Percentage
Name and Address Beneficially Owned(1) Ownership
- ---------------- --------------------- ---------
Hugh M. Hefner, Trustee
The Hugh M. Hefner 1991 Trust(4)
9242 Beverly Boulevard
Beverly Hills, CA 90210 7,965,508 50.20%
FMR Corp.
82 Devonshire Street
Boston, MA 02109 2,271,100 14.31
Wellington Management Co.
75 State Street
Boston, MA 02109 820,350 5.17
Dennis S. Bookshester(2)(3) 24,063 *
David I. Chemerow(2)(3) 39,700 *
Donald G. Drapkin(2)(3) 7,500 *
Linda G. Havard(2)(3) 38,750 *
Christie A. Hefner(2)(3) 396,428 2.45
Anthony J. Lynn(2)(3) 216,418 *
Sol Rosenthal(2)(3) 23,061 *
Richard S. Rosenzweig(2)(3) 116,230 *
Garry Saunders(3) 15,000 *
Sir Brian Wolfson(2)(3) 12,805 *
All Directors and Executive Officers as a Group
(16 persons)(2)(3) 9,150,181 54.25%
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* Less than 1% of the total shares outstanding.
(1) In each case, beneficial ownership consists of sole voting and investment
power, with the exception of Mr. Rosenthal, who owns two shares of Class A
Common Stock and six shares of Class B Common Stock as custodian for his
son. Mr. Rosenthal disclaims beneficial ownership of those shares. As of
December 31, 1998, all Directors and Executive Officers as a Group shared
voting and investment power over 52 shares of Class A Common Stock and
30,886 shares of Class B Common Stock.
<PAGE>
(2) Includes the following shares of Class A Common Stock and Class B Common
Stock which are subject to installments of stock option grants, including
those made under the Company's 1989 Option Plan, the 1995 Stock Incentive
Plan and the 1991 Directors' Plan, which were either exercisable on, or are
exercisable within 60 days of, December 31, 1998.
Director or Class A Class B
Named Executive Officer Common Stock Common Stock
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Mr. Bookshester 0 15,000
Mr. Chemerow 0 5,000
Mr. Drapkin 0 2,500
Ms. Havard 0 18,750
Ms. Hefner 55,000 277,500
Mr. Lynn 0 183,750
Mr. Rosenthal 0 15,000
Mr. Rosenzweig 25,000 95,000
Sir Brian Wolfson 0 7,500
All Directors and Executive Officers
as a Group (13 persons) 115,000 820,000
(3) Includes the following shares of Class B Common Stock which are subject to
the vesting of restricted stock awards made under the Company's 1995 Stock
Incentive Plan and the 1997 Directors' Plan.
Director or Initial Unvested
Named Executive Officer Grant Portion
----------------------- ----- -------
Mr. Bookshester 5,000 5,000
Mr. Chemerow 5,000 5,000
Mr. Drapkin 5,000 5,000
Ms. Havard 20,000 20,000
Ms. Hefner 75,000 37,500
Mr. Lynn 26,250 13,124
Mr. Rosenthal 5,000 5,000
Mr. Rosenzweig 20,000 10,000
Mr. Saunders 15,000 15,000
Sir Brian Wolfson 5,000 5,000
All Directors and Executive Officers
as a Group (15 persons) 273,750 179,374
(4) Mr. Hefner, founder of the Company and Editor-in-Chief of PLAYBOY Magazine,
owns these shares through The Hugh M. Hefner 1991 Trust. Mr. Hefner has sole
investment and voting power over these shares.
By order of the Board of Directors
/s/ Howard Shapiro
Howard Shapiro
Secretary
<PAGE>
EXHIBIT A
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CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
PLAYBOY ENTERPRISES, INC.
PLAYBOY ENTERPRISES, INC., a corporation duly organized and existing
under the General Corporation Law of the State of Delaware (the "Corporation"),
does hereby certify that:
1. The Restated Certificate of Incorporation of the Corporation is
amended by adding the following sentence to the end of the fifth paragraph of
Article FOURTH thereof:
The prior sentence shall not, however, apply to the merger to be
effected under Section 251(g) of the General Corporation Law of the
State of Delaware as contemplated by the Agreement and Plan of Merger,
dated as of May 29, 1998, as the same has been and may be amended, to
which the Corporation is a party.
2. The foregoing amendment to the Restated Certificate of Incorporation
of the Corporation was duly adopted in accordance with the provisions of Section
242 and has been consented to in writing in accordance with Section 228 of the
General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, Playboy Enterprises, Inc. has caused this
Certificate of Amendment to be executed by its duly authorized officer this ____
of March, 1999.
PLAYBOY ENTERPRISES, INC.
By:____________________________
Name: Howard Shapiro
Title: Executive Vice President,
Law and Administration,
General Counsel and Secretary
