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): September 15, 2004
Playboy Enterprises, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 001-14790 36-4249478
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
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
Not applicable.
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(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)
|_| 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 1--Registrant's Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
On September 15, 2004, we entered into an amendment, effective as of
September 1, 2004, of our Credit Agreement, dated March 11, 2003, as
previously amended July 30, 2004, among PEI Holdings, Inc. (a wholly-owned
subsidiary of Playboy Enterprises, Inc.), each lender from time to time party
thereto and Bank of America, N.A., as agent for the lenders thereunder. The
amendment increased the size of our revolving credit facility under the credit
agreement from $20.0 million to $30.0 million, which may consist of revolving
borrowings, letters of credit or a combination of both. The amendment also
extended the maturity date of the facility from March 11, 2006 to September 1,
2007, adjusted applicable interest-rate margins and commitment fees, modified
the liquidity requirements for prepaying specified non-credit-agreement
indebtedness and increased our ability to make capital expenditures under the
applicable financial covenant. In connection with the amendment of the credit
agreement, the March 11, 2003 deed of trust executed by Playboy Enterprises
International, Inc. (a wholly-owned subsidiary of Playboy Enterprises, Inc.)
in favor of Fidelity National Title Insurance Company for the benefit of Bank
of America, N.A., as agent for the lenders under the credit agreement, was
amended on September 15, 2004 to reflect the extension of the maturity date
and the increase in the size of the revolving credit facility under the credit
agreement.
Copies of the September 15, 2004 credit agreement amendment and the
related deed of trust amendment are filed as Exhibits 99.1 and 99.2,
respectively, to this current report on Form 8-K.
Section 9--Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
Exhibit
Number Description
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99.1 Second Amendment, dated September 15, 2004, to the Credit
Agreement, dated March 11, 2003 (the "Credit Agreement"),
among PEI Holdings, Inc., each lender from time to time
party thereto and Bank of America, N.A., as Agent.
99.2 First Amendment, dated as of September 15, 2004, to Deed of
Trust with Assignment of Rents, Security Agreement and
Fixture Filing, dated as of March 11, 2003, made and
executed by Playboy Enterprises International, Inc. in favor
of Fidelity National Title Insurance Company for the benefit
of Bank of America, N.A., as agent for the lenders under the
Credit Agreement.
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.
September 17, 2004 By: /s/ Linda G. Havard
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Linda G. Havard
Executive Vice President,
Finance and Operations, and
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
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99.1 Second Amendment, dated September 15, 2004, to the Credit
Agreement, dated March 11, 2003 (the "Credit Agreement"),
among PEI Holdings, Inc., each lender from time to time
party thereto and Bank of America, N.A., as Agent.
99.2 First Amendment, dated as of September 15, 2004, to Deed of
Trust with Assignment of Rents, Security Agreement and
Fixture Filing, dated as of March 11, 2003, made and
executed by Playboy Enterprises International, Inc. in favor
of Fidelity National Title Insurance Company for the benefit
of Bank of America, N.A., as agent for the lenders under the
Credit Agreement.