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): December 23, 2002
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PLAYBOY ENTERPRISES, INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-6813 36-4249478
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
680 NORTH LAKE SHORE DRIVE, CHICAGO, ILLINOIS 60611
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (312) 751-8000
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NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 24, 2002, Playboy Enterprises, Inc. ("Playboy") completed the
restructuring of its joint ventures with Claxson Interactive Group Inc.
("Claxson") and its affiliates for the ownership and operation of Playboy TV
networks outside of the United States and Canada. Prior to the completion of
the transaction, which is effective as of April 1, 2002, Playboy TV
International, LLC ("PTVI") and Playboy TV - Latin America, LLC ("PTVLA") had
exclusive rights to create and launch new television networks under the
Playboy and Spice brands outside of the United States and Canada, and under
certain circumstances to license programming to third parties. PTVI and PTVLA
also owned and operated all existing international Playboy TV and Spice
networks. Prior to the transaction, Playboy owned a 19.9% equity interest in
PTVI and a 19% interest in PTVLA.
Under the terms of the transaction, Playboy increased to 100% its equity in
PTVI, which will continue to operate Playboy's international networks that are
outside of Latin America and Iberia. In addition, Playboy kept its existing
19% ownership in PTVLA, which will operate the venture's international
networks that are in Latin America and Iberia, under a new operating
agreement. Prior to the transaction, in return for the exclusive international
rights for use of the Playboy tradename, film and video library, and the
acquisition of the international rights to the Spice film library, the U.K.
and Japan Playboy TV networks and certain international distribution contracts
and trademark rights, PTVI was obligated to make total payments of $100.0
million to Playboy over six years, of which $42.5 million has been received
and $57.5 million remained outstanding. In addition, through September 30,
2002, Playboy had also received from PTVI $34.2 million in quarterly payments
as part of the original PTVI long-term output agreement for the international
television rights to programming. In return for Playboy's increased ownership
in PTVI and the other terms of the transaction, Playboy will no longer receive
the library or output agreement payments that Playboy was scheduled to receive
under the original agreement, and Claxson is released from its remaining
obligations to fund PTVI's operations.
The transaction also provides for the following:
o Playboy will continue to provide programming to PTVLA under a 10-year
agreement and, in return, will receive 17.5% of that venture's net
revenues with a guaranteed annual minimum. Claxson will have
management control of PTVLA and, for reporting purposes, those
networks will be consolidated into Claxson's financials.
o Playboy obtained 100% ownership of Playboy TV en Espanol, the U.S.
Hispanic network, and will pay PTVLA a 20% royalty on related net
revenues for the feed, which comes from PTVLA networks.
o Playboy restructured its Latin American internet joint venture with
Claxson in favor of revenue share and promotional agreements for
Playboy's and Claxson's respective internet businesses in Latin
America.
o Playboy acquired Claxson's approximately 3% equity stake in
Playboy.com.
Claxson transferred its equity interests in PTVI and Playboy.com to Playboy
pursuant to a Transfer Agreement, dated as of December 23, 2002, by and among
Playboy Enterprises, Inc., Playboy Entertainment Group, Inc., Playboy
Enterprises International, Inc., Claxson Interactive Group Inc., Carlyle
Investments LLC (in its own right and as a successor in interest to Victoria
Springs Investments Ltd.), Carlton Investments LLC (in its own right and as a
successor in interest to Victoria Springs Investments Ltd.), Lifford
International Co. Ltd. (BVI) and Playboy TV International, LLC. The Transfer
Agreement is attached hereto as Exhibit 2.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements
In accordance with Item 7(a)(4), such financial statements
shall be filed no later than 60 days after January 7, 2003.
(b) Pro Forma Financial Information
In accordance with Item 7(b)(2), such financial statements
shall be filed no later than 60 days after January 7, 2003.
(c) Exhibits
2.1 Transfer Agreement, dated as of December 23, 2002, by and
among Playboy Enterprises, Inc., Playboy Entertainment
Group, Inc., Playboy Enterprises International, Inc.,
Claxson Interactive Group Inc., Carlyle Investments LLC (in
its own right and as a successor in interest to Victoria
Springs Investments Ltd.), Carlton Investments LLC (in its
own right and as a successor in interest to Victoria Springs
Investments Ltd.), Lifford International Co. Ltd. (BVI) and
Playboy TV International, LLC. Playboy Enterprises, Inc.
agrees to furnish supplementally any omitted schedule to the
Securities and Exchange Commission upon request.
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.
Date: January 7, 2003 PLAYBOY ENTERPRISES, INC.
By: /s/ Linda G. Havard
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Linda G. Havard
Executive Vice President,
Finance and Operations, and
Chief Financial Officer
EXHIBIT INDEX
2.1 Transfer Agreement, dated as of December 23, 2002, by and
among Playboy Enterprises, Inc., Playboy Entertainment
Group, Inc., Playboy Enterprises International, Inc.,
Claxson Interactive Group Inc., Carlyle Investments LLC (in
its own right and as a successor in interest to Victoria
Springs Investments Ltd.), Carlton Investments LLC (in its
own right and as a successor in interest to Victoria Springs
Investments Ltd.), Lifford International Co. Ltd. (BVI) and
Playboy TV International, LLC. Playboy Enterprises, Inc.
agrees to furnish supplementally any omitted schedule to the
Securities and Exchange Commission upon request.