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                                                                    Exhibit 3.59

                          CERTIFICATE OF INCORPORATION

                                       OF

                              PLAYBOY/SEAVIEW, INC.

                                  -------------


          The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:

          FIRST: The name of the corporation (hereinafter called the
"corporation") is

                              PLAYBOY/SEAVIEW, INC.

          SECOND: The address, including street, number, city, and county, of
the registered office of the corporation in the State of Delaware is 229 South
State Street, City of Dover, County of Kent; and the name of the registered
agent of the corporation in the State of Delaware at such address is The
Prentice-Hall Corporation System, Inc.

          THIRD: The nature of the business and of the purposes to be conducted
and promoted by the corporation are as follows:

          To acquire, hold, sell, assign, transfer, and generally deal
     in and with, in any lawful capacity, literary properties of all
     kinds, whether fiction or nonfiction, including rights of
     presentation and licensing in any form and in and under any
     media, and including any recordings, broadcasts, telecasts, and
     other productions derived therefrom or pertaining thereto, and
     rights of any other kind used or useful in connection with the
     business or objects of the corporation; to print or publish or
     cause to be printed or published any of said literary properties.

          To obtain, engage, employ, supervise, publish, furnish,
     provide, book, license the use of, negotiate, enter into,
     execute, and acquire, hold, assign, and transfer contracts,
     options, and rights for and in respect of, and otherwise
     generally promote, direct, and deal in and with, the services,
     talents, works, and compositions of authors and writers, together
     with any recordings, transcriptions, broadcasts, telecasts, and
     other productions, resulting in whole or in part therefrom.

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          To conduct and carry on a general publishing and selling
     business, and, in connection therewith and independent thereof,
     to acquire, purchase, sell, license the use of, assign, print,
     publish, reproduce, develop, copyright, distribute, acquire,
     grant, and dispose of franchises, concessions, royalties, and
     other rights in respect of, promote, and generally deal in and
     with, in any lawful capacity, writings and manuscripts of all
     kinds.

          To act as agents for authors in the solicitation,
     collection, and acquisition, and in the disposition,
     distribution, lease, sale, and publication of literary matter of
     every kind or nature.

          To engage in any lawful act or activity for which
     corporations may be organized under the General Corporation Law
     of the State of Delaware.

          FOURTH: The total number of shares of stock which the corporation
shall have authority to issue is One Thousand (1,000). The par values of each
of such shares is One Hundred Dollars ($100.00). All such shares are of one
class and are shares of Common Stuck.

          FIFTH: The name and the mailing address of the incorporator are as
follows:

     NAME                                           MAILING ADDRESS
     ----                                           ---------------
R. S. Dickerson                        229 South State Street, Dover, Delaware

          SIXTH: The corporation is to have perpetual existence.

          SEVENTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court director. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been

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made, be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.

          EIGHTH: For the management of the business and for the conduct of the
affairs of the corporation, and in further definition, limitation and regulation
of the powers of the corporation and of its directors and of its stockholders or
any class thereof, as the case may be, it is further provided:

          1. The management of the business and the conduct of the
     affairs of the corporation shall be vested in its Board of
     Directors. The number or directors which shall constitute the
     whole Board of Directors shall be fixed by, or in the manner
     provided in, the By-Laws. The phrase "whole Board" and the phrase
     "total number of directors" shall be deemed to have the same
     meaning, to wit, the total number of directors which the
     corporation would have if there were no vacancies. No election of
     directors need be by written ballot.

          2. After the original or other By-Laws of the corporation
     have been adopted, amended, or repealed, as the case may be, in
     accordance with the provisions of Section 109 of the General
     Corporation Law of the State of Delaware, and, after the
     corporation has received any payment for any of its stock, the
     power to adopt, amend, or repeal the By-Laws of the corporation
     may be exercised by the Board of Directors of the corporation;
     provided, however, that any provision for the classification of
     directors of the corporation for staggered terms pursuant to the
     provisions of subsection (d) of Section 141 of the General
     Corporation Law of the State of Delaware shall be set forth in an
     initial By-Law or in a By-Law adopted by the stockholders
     entitled to vote of the corporation unless provisions for such
     classification shall be set forth in this certificate of
     incorporation.

          3. Whenever the corporation shall be authorized to issue
     only one class of stock, each outstanding share shall entitle the
     holder thereof to notice of, and the right to vote at, any
     meeting of stockholders. Whenever the corporation shall be
     authorized to issue more than one class of stock, no outstanding
     share of any class of stock which is denied voting power under
     the provisions of the certificate of incorporation shall entitle
     the holder thereof to the right to vote at any meeting of
     stockholders except as the provisions of paragraph (c) (2) of
     section 242 of the General Corporation Law of the State of
     Delaware shall otherwise require; provided, that no share of any
     such class which is otherwise denied voting power shall entitle
     the holder thereof to vote upon the increase or decrease in the
     number of authorized shares of said class.

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          NINTH: The corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of the State of Delaware, as the same
may be amended and supplemented, indemnify any and all persons whom it shall
have power to indemnify under said section from and against any and all of the
expenses, liabilities or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any By-Law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person

          TENTH: From time to time any of the provisions of this certificate of
incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the corporation by this
certificate of incorporation are granted subject to the provisions of this
Article TENTH.

Signed on April 30, 1979.


                                                      /S/ R. G. Dickerson
                                                  -----------------------------
                                                          R. G. Dickerson
                                                          Incorporator

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                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                              PLAYBOY/SEAVIEW, INC.

     PLAYBOY/SEAVIEW, INC., a Delaware corporation (the "Corporation") pursuant
to Section 242 of the General Corporation Law of the State of Delaware, hereby
certifies that:

     FIRST: On February, 1988, the Board of Directors of the Corporation adopted
the following resolution setting forth and recommending a proposed amendment to
the Certificate of Incorporation of the Corporation:

              That the Board of Directors deems it and the
          Board hereby recommends that the of Incorporation of
          the Corporation be by Article 1, which Article shall
          as follows:

              "The name of the corporation is Special Editions,
          Ltd. "

     SECOND: the foregoing proposed amendment was approved by the written
consent of the sole stockholder of the Corporation pursuant to Section 228 of
the General Corporation Law of the State of Delaware.

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     THIRD: The foregoing amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

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     IN WITNESS WHEREOF, PLAYBOY/SEAVIEW, INC. has caused this Certificate of
Amendment to be duly executed this 5th day of February, 1988.

                                    PLAYBOY/SEAVIEW, INC.


                                    By:   /s/ Howard Shapiro
                                       ----------------------------
                                          Howard Shapiro
                                          Vice President

ATTEST:


  /s/ Dale C. Gordon
- -------------------------
        Dale C. Gordon
        Secretary

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                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                             SPECIAL EDITIONS, LTD.

          SPECIAL EDITIONS, LTD. A Delaware corporation (the "Corporation")
pursuant to Section 242 of the General Corporation Law of the State of Delaware,
hereby certifies that:

          FIRST: On February 5, 1988, the Board of Directors of the Corporation
adopted the following resolution setting forth and recommending a proposed
amendment to the Certificate of Incorporation of the Corporation:

               RESOLVED, that the Board of Directors deems it, and the
          Board hereby recommends, that the certificate of
          incorporation of the Corporation be by amending Article 3
          and by deleting and inserting in lieu thereof a new which
          Article shall read in its entirety.

               The corporation is to act or activity for which
          organized under the Delaware Law.

               The corporation shall not be the corporation or its
          stockholders for breach of fiduciary duty as a except for
          liability (i) for any breach of duty of loyalty to the
          corporation stockholders, (ii) for acts or not in good faith
          or which involve intentional misconduct or a knowing
          violation of law, (iii) under Section 174 of the Delaware

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          General Corporation Law, or (iv) or any transaction
          from which the director derived an improper personal
          Delaware General Corporation Law is approved by the
          stockholders of this corporate action.

               Any repeal or modification of the foregoing paragraph
          by the stockholders of the corporation shall not adversely
          affect any right or protection of a director of the
          corporation existing at the time of such repeal or
          modification."

          SECOND: Thereafter the foregoing proposed amendments were
approved by the written consent of the stockholder of the Corporation pursuant
to Section 228 of the General Corporation Law of the State of Delaware.

     THIRD: The foregoing amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

     IN WITNESS WHEREOF, SPECIAL EDITIONS, LTD. has caused this Certificate of
Amendment to be duly executed this 26th day of February, 1988.


                                          SPECIAL EDITIONS, LTD.


                                          By:     /s/ Howard Shapiro
                                             --------------------------------
                                                Howard Shapiro
                                                Vice President

ATTEST:


  /s/ Dale C. Gordon
- --------------------------
          Dale C. Gordon
          Secretary

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                     CERTIFICATE OF CHANGE REGISTERED AGENT

                                       AND

                                REGISTERED OFFICE

                                    * * * * *

     Special Editions, Ltd., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

     The present registered agent of the corporation is The Prentice-Hall
Corporation System, Inc., 32 Loockerman Sq., Suite L-100, Dover, DE 19901 and
the present registered office of the corporation is in the county of Kent. The
Board of Directors of Special Editions, Ltd. adopted the following resolution on
the 20th day of May, 1994.

     Resolved, that the registered office of Special Editions, Ltd. in the state
of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange
Street, in the City of Wilmington, County of New Castle, and the authorization
of the present register agent of this corporation be and the same is hereby
withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted
and appointed the registered agent of this corporation at the address of its
registered office.

     IN WITNESS WHEREOF, Special Editions, Ltd. has caused this statement to be
signed by Howard Shapiro, its Vice President, and attested by Irma Villarreal,
its Secretary this 20th day of May 1994.

                                          By    /s/ Howard Shapiro
                                            -----------------------------------
                                              Howard Shapiro, Vice President

ATTEST:

By:    /s/ Irma Villarreal
   --------------------------------------
     Irma Villarreal, Secretary

(DEL. -264-5/14/90)

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