SECURITIES AND EXCHANGE COMMISSION FORM 8-K Current report filing Filing Date: 2005-03-09 | Period of Report: 2005-03-08 SEC Accession No. 0000950172-05-000718 (HTML Version on secdatabase.com) FILER PLAYBOY ENTERPRISES INC Mailing Address Business Address 680 NORTH LAKE SHORE DR 680 NORTH LAKE SHORE CIK:1072341| IRS No.: 364249478 | State of Incorp.:DE | Fiscal Year End: 1231 CHICAGO IL 60611 DRIVE Type: 8-K | Act: 34 | File No.: 001-14790 | Film No.: 05667964 CHICAGO IL 60611 SIC: 4841 Cable & other pay television services 3127518000 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document UNITED STATES 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): March 8, 2005 Playboy Enterprises, Inc. (Exact name of registrant as specified in its charter) Delaware 001-14790 36-4249478 (State or other jurisdiction (Commission File Number) (IRS Employer Identification No.) of incorporation) 680 North Lake Shore Drive, Chicago, Illinois 60611 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (312) 751-8000 Not Applicable. (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR ¨ 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR ¨ 240.13e-4(c)) Section 7Regulation FD Item 7.01. Regulation FD Disclosure. On February 22, 2005, Playboy Enterprises, Inc. (Playboy) announced that its wholly owned subsidiary PEI Holdings, Inc. had commenced a cash tender offer and a consent solicitation with respect to all $80 million of its 11% Senior Secured Notes due 2010 (the Notes). As of the consent deadline on March 7, 2005, all $80 million of the Notes had been tendered with consents. The total amount to be paid in respect of the tendered notes is approximately $94.9 million in cash, based on consideration of $1,186.68, which includes a consent payment of $20, for each $1,000 principal amount of Notes tendered. Completion of the tender offer and consent solicitation is subject to the satisfaction of certain conditions, including receipt of requisite consents, which condition has been satisfied, and availability of sufficient financing to complete the tender offer and consent solicitation. In a press release issued on March 8, 2005, Playboy announced that it intends to offer in a private offering, subject to market conditions and other factors, $100 million aggregate principal amount of convertible senior subordinated notes due 2025. Playboy expects that the issuance of these new notes, if completed, would satisfy the financing condition for the completion of the tender offer. A copy of the press release is attached hereto as Exhibit 99.1. Playboy expects to record in the first quarter of 2005 a cash charge of approximately $14.9 million relating to the purchase of the Notes and the payment of consent fees in the tender offer, assuming that the purchase of the tendered Notes is completed by the end of the first quarter of 2005. Additionally, Playboy expects to record a noncash charge of approximately $4.1 million related to the write-off of unamortized financing and professional fees resulting from the purchase of the Notes in the tender offer. Section 9Financial Statements and Exhibits Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Item 9.01. Financial Statements and Exhibits. (c) Exhibits. 99.1 Press Release issued by Playboy Enterprises, Inc. on March 8, 2005. The information set forth in this Current Report on Form 8-K under Item 7.01. Regulation FD Disclosure and Item 9.01 Financial Statements and Exhibits, including in each case the Exhibit attached hereto, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. 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. PLAYBOY ENTERPRISES, INC. March 8, 2005 By: /s/ Martha O. Lindeman Martha O. Lindeman Senior Vice President, Corporate Communications and Investor Relations EXHIBIT INDEX Exhibit Description Number 99.1 Press Release issued by Playboy Enterprises, Inc. on March 8, 2005. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document EXHIBIT 99.1 FOR IMMEDIATE RELEASE Contact: Martha Lindeman 312-373-2430 PLAYBOY ENTERPRISES, INC. ANNOUNCES PROPOSED PRIVATE OFFERING OF CONVERTIBLE SENIOR SUBORDINATED NOTES CHICAGO, Tuesday, March 8, 2005 Playboy Enterprises, Inc. (Playboy) (NYSE: PLA, PLAA) today announced that it intends to offer, subject to market conditions and other factors, $100 million aggregate principal amount of convertible senior subordinated notes due 2025. The convertible notes will be senior subordinated unsecured obligations of Playboy. Playboy expects to grant the initial purchasers an option to purchase up to an additional $15 million aggregate principal amount of the notes. The notes, which will pay interest semi-annually, will be convertible upon the occurrence of specified events into a combination of cash and shares of Class B common stock. In general, upon conversion of a note, the holder of each note will receive cash equal to the principal amount of the note and Class B common stock of Playboy for the notes conversion value, if any, in excess of such principal amount. Playboy expects to use the net proceeds from the offering, together with available cash, (i) to fund the estimated $94.9 million required to purchase and to make consent payments with respect to all of the $80 million outstanding principal amount of the 11% senior secured notes due 2010 issued by PEI Holdings, Inc. which were tendered prior to the consent deadline in the tender offer and consent solicitation commenced on February 22, 2005 and (ii) depending on market conditions, to purchase up to $5 million in shares of its Class B common stock in privately negotiated transactions from a limited number of persons, which may include shares sold by purchasers of the convertible notes in short sales, concurrently with and contingent upon the, sale of Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document the notes. Any remaining net proceeds are expected to be used for working capital and general corporate purposes. Hugh M. Hefner has advised Playboy that, depending on market conditions, he intends to purchase up to $5 million in shares of Playboys Class B common stock concurrently with the offering. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. The offering will be made only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended. The notes and the underlying Class B common stock issuable upon conversion have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and unless so registered may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws. None of Playboy, Holdings or any of their respective affiliates makes any recommendation in connection with the offering. Please note that this press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, that represent Playboys current expectations and beliefs, including Playboys intent to complete the offering described above. * * * * Playboy Enterprises is a brand-driven, international multimedia entertainment company that publishes editions of Playboy magazine around the world; operates Playboy and Spice television networks and distributes programming globally via DVD and a network of Websites including Playboy.com, a leading mens lifestyle and entertainment Web site; and licenses the Playboy and Spice trademarks internationally for a range of consumer products and services. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document.