GoFuckYourself.com - Adult Webmaster Forum - Penthouse: Billing Unit Under Anti-Trust Probe

6 May 2004
13:53
Dow Jones Corporate Filings Alert
English
(c) 2004 Dow Jones & Company, Inc.

DJ CFA SOURCE: SEC 8-K

REASON CODES:
5--Other Materially Important Events

WASHINGTON (Dow Jones)--The Department of Justice is investigating a
newly-acquired billing unit of Penthouse International Inc. (PHSLE) in an
anti-trust probe, according to a Form 8-K that the company filed Thursday
with the Securities and Exchange Commission.

As part of the investigation, Penthouse said Internet Billing Co. LLC
must provide the department with information regarding certain one-time fees
charged to merchants in 2003. The inquiry seeks to determine whether several
Internet payment providers, including Internet Billing, collaborated to set
those fees and if so, whether those practices are anti-competitive, according
to the filing.

As reported, Penthouse acquired Internet Billing in March from
InterCept Inc. through its Media Billing LLC unit. The company said it
learned of the investigation after closing the deal.

Penthouse said it is responding to the Justice Department's requests
and will continue cooperating with the inquiry.

The company added that it is protected against certain actions taken
by Internet Billing before the acquisition closed. But the company believes
the potential damage claims could exceed the $3.8 million agreed upon in the
purchase deal with InterCept, according to the filing.

As a result, Penthouse said it will withhold payments to InterCept
until the investigation is resolved or until InterCept posts "adequate"
collateral to secure its protective obligations to the company.

[ 05-06-04 1724ET ]

DJ CFA SOURCE: SEC 8-K

REASON CODES:
5--Other Materially Important Events

InterCept is also seeking $3.8 million in cash from the largest
shareholder of Penthouse International as part of its sale in April of
Internet Billing Co., according the filing.

InterCept claims that Media Billing has defaulted on a $703,749, 8%
note issued in connection with the purchase of Internet Billing, also known
as iBill.

Media Billing issued the note March 22 as part of its $10.25 million
purchase of the iBill platform, according to the filing, along with $750,000
in cash paid to InterCept and a further $2,804,000 in cash paid to First Data
Merchant Services, a business partner of iBill.

The filing also indicated that InterCept claims Media Billing failed
to cause First Data to release a $3 million letter of credit backing the
iBill purchase, and that Media Billing thus owes Intercept around $3.8
million in cash under the terms of their March 16 purchase agreement.

Media Billing's obligations under the purchase agreement, according
to the filing, are guaranteed by Luis Enrique Fernando Molina G., the
controlling shareholder of Penthouse International.

The filing also indicated a potential issue with respect to the
indemnification of Media Billing by InterCept against any pre-closing
liabilities associated with the iBill sale.

According to the filing, Intercept received notice on April 21 from a
former client of iBill demanding payment related to a dispute over fines
levied by Mastercard and passed onto iBill clients in 2003.

The demand indicated the former client's intention "to file a lawsuit
and seek class action status unless satisfactory payment arrangements can be
made immediately," according to the filing.

The damage claims in the demand were unspecified but indicate a
potential value of "eight figures" according to the filing.