As filed with the Securities and Exchange Commission on April 9, 1999
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                       SECURITIES AND EXCHANGE COMMISSION
 
                             Washington, D.C. 20549
 
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                                   FORM 8-K/A
 
                                 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 15, 1999
 
                           Playboy Enterprises, Inc.
             (Exact name of registrant as specified in its charter)
 
        Delaware                    1-14790                  36-4249478
     (State or other       (Commission File Number)         (IRS Employer
      jurisdiction                                       Identification No.)
    of incorporation)
 
680 North Lake Shore Drive, Chicago,                      60611
              Illinois                                 (Zip Code)
   (Address of principal executive
              offices)
 
       Registrant's telephone number, including area code: (312) 751-8000
 
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         (Former name or former address, if changed since last report)
 
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Item 2. Acquisition or Disposition of Assets
 
   On March 15, 1999, the Registrant filed its original Form 8-K with respect
to its acquisition of Spice Entertainment Companies, Inc., a Delaware
corporation ("Spice"). This Form 8-K/A is filed to furnish audited consolidated
financial statements of Spice and unaudited pro forma financial information of
the Registrant giving effect to the Registrant's acquisition of Spice. The
original Form 8-K is also amended so that the information reported under Item 5
is deemed reported under Item 2.
 
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
 
 (a) Financial Statements of Business Acquired
 
   The audited consolidated financial statements of Spice for the years ended
December 31, 1998, 1997 and 1996 are attached to this Form 8-K/A as Exhibit
99.1.
 
 (b) Pro Forma Financial Information
 
   The unaudited pro forma financial information of the Registrant for the
fiscal year ended December 31, 1998, giving effect to the Registrant's
acquisition of Spice, is attached to this Form 8-K/A as Exhibit 99.2.
 
 (c) Exhibits
 


 Exhibit
 Number  Description
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  23     Consent of Grant Thornton LLP
 
  99.1   Audited Consolidated Financial Statements of Spice Entertainment
         Companies, Inc. for the years ended December 31, 1998, 1997 and 1996
 
  99.2   Unaudited Pro Forma Financial Information of Playboy Enterprises, Inc.
         for the fiscal year ended December 31, 1998

 
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                                   SIGNATURE
 
   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, thereunto duly authorized.
 
                                          Playboy Enterprises, Inc.
 
                                             /s/ Howard Shapiro
                                          By: _________________________________
                                            Name: Howard Shapiro
                                            Title:  Executive Vice President,
                                                    Law and Administration,
                                                    General Counsel and
                                                    Secretary
 
Date: April 8, 1999
 
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                               INDEX TO EXHIBITS
 


 Exhibit                                                                   Page
 Number                            Description                            Number
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 23      Consent of Grant Thornton LLP ................................     5
 
 99.1    Audited Consolidated Financial Statements of Spice
         Entertainment Companies, Inc. for the years ended December 31,
         1998, 1997 and 1996 ..........................................    F-1
 
 99.2    Unaudited Pro Forma Financial Information of Playboy
         Enterprises, Inc. for the fiscal year ended December 31, 1998
         ..............................................................    F-27

 
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