Heinie headquarters is located in an unpretentious industrial park in the city of Sheridan, overshadowed by a drive-in movie screen and obscured from view by highway ramps and road construction. It is from this unlikely setting that Lee Spieker, the Colorado-based brains behind the Buns of Steel fitness video phenomenon, manages a business empire he has built one behind at a time.

In the world of hard-body wannabes, Buns of Steel is an instantly recognizable name, even if Spieker's is not. The original home video and a long line of anatomical offspring are hot commodities among the workout crowd. Even those people who've never seen the inside of an aerobics studio are probably familiar with the Buns packaging, which features four-color shots of headless, thong-clad beauties blessed with firm thighs and taut tushes. Today even venerable mail-order retailer Columbia House sells videos such as Buns of Steel 3: Buns and More alongside tapes by Cindy Crawford and Fabio, promising purchasers "sleeker, stronger, sexier buns."

The entrepreneurial Spieker produced that video and a handful of others in the late 1980s by shooting back-to-back tapes on tiny budgets in barren Denver studios. Now, after years of near-misses and a close call with bankruptcy, Spieker is basking in a Buns-made bonanza. His productions have muscled their way past such stalwarts as 101 Dalmations and Dumbo to settle near the top of the bestseller charts, earning millions for him and for the Maier Group, his New York-based distributor. Spieker estimates the tapes have reaped $100 million in gross revenues to date.

And there's plenty more where that came from. Wholesale revenues from the overall sale of home videos reached $5.8 billion in 1993, according to Billboard magazine, and an increasing amount of that is being spent on home fitness tapes. But as might be expected when the scent of big bucks is in the air, the business of making and marketing videos has become a volatile, fickle and cutthroat one.

Whether or not there's room in those shark-infested waters for a nice guy--a term even his former business associates concede describes Spieker--appears more doubtful all the time. The Buns phenomenon has inspired numerous copycat releases, including some made by the same women whose bodacious backsides helped catapult the Buns tapes into the financial stratosphere. Now the Maier Group says it's preparing to sell its own line of competing videos, and Spieker worries that he's getting the bum's rush from Maier's future projects.

But Spieker has fought back, producing a new line of fitness tapes that, while not matching the success of the Buns line, has at least allowed him to maintain a hands-on approach to his business. Today Spieker, who hit the big time only after years of pursuing far less profitable ventures, looks back nostalgically on the brainstorm that took him from the bottom to the top of the video business. Says Denver's king of can-do spirit, "I hit a gusher."

He's made his fortune helping America shape up, but the 41-year-old Spieker is no muscle-bound Hulk Hogan lookalike. If he resembles any celebrity, it's Robert Goulet. A young Robert Goulet, that is--and one who's clearly not used to dressing up. Spieker, who drives a Jeep and lives in an unpretentious townhome, constantly tugs at his tie, grabs at the collar of his denim shirt and stretches his neck as if he's trying to stifle a cough. His only extravagance, he says, is hand-tooled cowboy boots. And he has only seven pairs of those.

Though he appears fit and claims to work out every day, customers won't catch a glimpse of Spieker's own buns in the videos. "I have no business doing that," he says. Besides, he admits reluctantly, none of his body parts could properly be deemed "steely."

A love of athletics--or at least the marketing of it--runs through the Spieker family's veins. Lee Spieker's father, LeRoy, worked for Safe-Play, a Nebraska company that made football equipment and gym gear. Three of LeRoy's eight children found careers in athletic gear, including Lee, who originally set out to be a veterinarian but dropped out of Colorado State University after deciding he couldn't face seven more years of school.

LeRoy Spieker helped jump-start his son's career in 1971, when Safe-Play decided to take over the Tuf-Wear company, a New York City firm that made custom boxing gloves and training bags for fighters. The Nebraska company needed someone to move to Manhattan for a year, learn the business, then bring the craft back home to the heartland. LeRoy hired Lee as Safe-Play's boxing heir apparent.

At the time, Tuf-Wear was a one-room shop owned and operated by 77-year-old Gil Spillert, who was looking to retire and move to Florida. There's no telling what Spillert thought when he first set eyes on his apprentice, a twenty-year-old dropout from Sidney, Nebraska, with a beard halfway to his chest. But Spieker was in his "artsy-craftsy-work-with-my-hands" mode, and learning to cut leather and design boxing gloves seemed like a good way to make a living.

To Spieker, it also seemed a glamorous life. Heavyweight contender Chuck Wepner, the "Bayonne Bleeder" who achieved momentary fame in 1975 when he managed to stay upright through a fifteen-round drubbing by Muhammad Ali, would sometimes come by the shop. And new fighters from gym owner Gill Clancey's stable would chew the fat while they were fitted for gloves.

Spieker spent a year in the Big Apple learning to make all kinds of boxing gear--including, he claims, one of the first-ever women's breast protectors. Then he moved back to Sidney to become general manager of the Tuff-Wear divison. He survived eight more years in the hinterlands before deciding he had to move on.

Spieker worked out a deal with Safe-Play to start his own sales-rep company, Pioneer Sports Sales. He picked up several lines of athletic gear, moved to Denver and began peddling his wares in an eight-state area. His dealers were continually complaining about the cost of freight from the West Coast, so Spieker established Advanced Fitness Systems, a regional equipment distributor. "Since we had a warehouse full of weights, I figured we could open up the doors and sell to people," he says. His retail business was born.

By this time, Spieker's younger brother, Gregg, had joined him in the business. The two of them sought to broaden their base even more by opening the Universal Athletic Club in Loveland. The club had a troubled history--the brothers say they bought and sold it three times--but in a pattern that would become familiar over the years, the club spawned yet another company for Spieker.

Aerobics instructors and their students had been grumbling that doing high-impact exercises on hard surfaces was resulting in leg injuries. Spieker tried placing pads under the carpets, which seemed to work nicely and cut down on the complaints. So Spieker turned that into a company, too--Aerobafloor, "the only aerobic floor designed for the body and sole."

The floors sold well, and the company still exists. But Spieker was about to get in the ground floor of an even bigger trend--the growing market for fitness videos.

In 1986 Spieker established a company called Fit Video to make "video brochures" explaining how to use various fitness items. "But we were ahead of our time," recalls John Santucci, a former ESPN cameraman and partner of Spieker's who now has his own video production company in Denver. "The retail people weren't ready for that."

What they were ready for, however, was aerobics videos. Jane Fonda was the pioneer of that medium, and she was making lots of money doing it. Spieker knew a lot of fitness professionals through his work as a sales rep, and in 1987 he decided to tap those resources to produce his own line of low-budget fitness tapes. The first one, distributed largely via direct mail and trade shows, was One on One with Linda Shelton, a former aerobics studio owner from Los Angeles who's now an "exercise choreographer and consultant" for Shape magazine.

After cranking out a second aerobics tape for Fit Video, Spieker expanded his line of videos to include Fit to Row, Fit for Golf and an infant-wellness program named Genesis. Fit Video went so far as to tell the magazine Denver Business that the baby tape, developed by a Denver physiologist with assistance from a staff physician at Children's Hospital, would become one of the bestselling tapes of all time.

"We spent $300,000 on promoting it, and we could not get anybody to buy this thing," Spieker laments. "We sold very, very few. Maybe a thousand in ten years. It's such a wonderful program that I've offered it basically for free to baby-product manufacturers to use it as giveaway, just because I want to see the information get out to the public."
Spieker's willingness to take risks was evidenced not only by the Genesis tape, but by his tendency to borrow money as fast as people would lend it and expand into areas where he had little expertise. Even after the Genesis flop, he was still looking for the one big score that could put his company over the top. "It was right after that," Spieker recalls, "that I ran into Buns of Steel."

More specifically, Spieker met Greg Smithey, a former pole vaulter who operated the Hip Hop Aerobics Club in Anchorage, Alaska. Smithey was peddling a video at a San Diego trade show that depicted him leading an aerobics group. He called the tape Buns of Steel--the pet name he'd adopted for his exercise class.

On the tape, Smithey demonstrates standard exercises in a syrupy, new-age fashion. "You can do it, you can do anything you want," he says, peering into the camera. "Beautiful legs, beautiful inner thighs and a beautiful attitude toward life--all of these are yours. All you have to do is reach out. Reach out and grab it."

Spieker was less than impressed by Smithey's screen presence, or by the video's cover art, a line drawing of the lanky, bearded Smithey. But he saw a major opportunity in the tape's killer title. He contracted with Smithey to obtain the exclusive, lifetime marketing rights to the name--putting down no money, but agreeing to split the profits fifty-fifty--

and began selling the Buns tape along with the Shelton tape and the others he had produced.

Originally, Spieker marketed Buns in gag-gift catalogues. "It was a catchy name and worked perfectly there," he says. He also sold it through video catalogues and video clubs. It was just beginning to do well, he says, when he made the mistake of launching a separate video venture with "The Three Amigos," a trio of Denver Broncos wide receivers whose Wild-West shtick he hoped would score a touchdown with the home-viewing audience. Instead, Spieker says, the ill-fated Denver's Amigos caused the bottom to fall out of his business.

Among the lowlights of the tape, long since banished from retailers' shelves, are shots of Vance Johnson, Mark Jackson and Ricky Nattiel wearing cowboy dusters and boots, standing in an empty Mile High Stadium and shouting "Ole!" as a local band croons a ditty about "The Touchdown Banditos." Former Denver mayor Federico Pea appears in a cameo mouthing the words, "Who are those guys?" In between those scenes, the trio is showing snagging touchdown passes in clips culled from National Football League footage.

The Amigos tape hit the shelves in January 1988, the week before the Broncos were to meet the Washington Redskins in Super Bowl XXII. But when the team embarrassed itself and Denver in a 42-10 loss, Fit Video found itself in deep financial trouble. The Monday after the game, when Wal-Mart began shipping tapes back to Fit Video, two things became apparent: Nobody was going to fork over $9.95 for a tape about a bunch of Super Bowl losers, and Fit Video wouldn't be able to survive the resulting financial morass intact--the company had made 80,000 copies at $4 apiece and was going to have to eat them.

Virtually no one involved with the tape got paid at first, and "everyone" threatened to sue, says Spieker--the box manufacturer, the music producers and the players. But, he says, there was no money to be had. The folks at the NFL, angry because Fit Video had used 65 seconds of game footage instead of the 60 seconds for which they'd been paid, retaliated by pulling their "officially licensed product" designation from the tape. But by that time it was a moot point. (Spieker would finally rid himself of the tapes by hawking them at flea markets for fifty cents apiece.)

Within a year the banks that had financed Fit Video's meteoric rise called in the company's notes. One lender foreclosed on Spieker's house. Spieker sold Advanced Fitness and divested himself of a separate video duplication company. But when his lawyers suggested he file for bankruptcy, Spieker says he balked, instead making deals with debtors to pay off what he owed. To do so, he says, he moved into a one-room apartment, ate generic food and "developed a real taste for cheap beer."

And he started over. This time, he stuck to his Buns.

The Bronco debacle left Spieker without the capital he needed to properly market his fitness tapes, and he went looking for someone to pick up the ball. He eventually sublicensed marketing rights to all the videotapes to the Maier Group, which accepted responsibility for advertising and distributing the videos in return for a share of the profits.

"I thought it had tremendous potential," The Maier Group's Howard Maier says of Buns of Steel. "It was just underexploited. Not exploited," he quickly adds. "It had not received the attention it should have."
His company and Spieker's "worked pretty much hand in hand," says Maier. "We were the ones who figured out what the market could bear, the number and content of the videos, and Lee, with his production know-how and fitness expertise, put the programs together."

The Maier Group did right by Spieker and his tapes in the beginning, Spieker says. The company poured bundles into advertising. And most important, Maier redesigned the package, replacing Smithey's innocuous line drawing with a photo of a well-muscled (but apparently headless) young woman.

Spieker says he's embarrassed by the titillating cover art on the videos. "Once you're inside the box, you've got one of the most solid, physiologically correct and effective aerobics workouts on the video market," he says. "But I have to deal in the real world. You've got to have a box like this to get it into somebody's hands."

The original Buns tape began flying off the shelves in 1989, and Spieker says he quickly convinced his partners at Maier to market another. The next year he produced Buns of Steel 2, a low-impact aerobics workout shot in Denver and featuring Denver aerobics instructor and Reebok step trainer Marsha Macro.

The second tape cost just $700 to film, but it made Macro famous in fitness circles and, she says, allowed her to set up "a nice retirement fund." The 49-year-old Macro is proud of her work in the video, but she admits to a small disappointment--it's not her fanny featured on the cover. The Maier Group "used a model's body," she says. "I think they sort of misunderstood what fitness really is. They felt it was important to use a model as opposed to someone with muscle definition, someone who worked out."

Through the early 1990s Spieker followed up Macro's tape with a parade of successful sequels, giving buyers a veritable crash course in human anatomy. He produced Abs of Steel, Arms and Abs of Steel, Legs of Steel, Thighs of Steel, Body of Steel and seven more Buns of Steel tapes. "We pretty much covered every body part," he says. "The other parts, we can't figure out how to get the word `steel' involved."

By late June 1992, five Spieker/Maier tapes were included among Billboard's ten bestselling health and fitness videos. In June 1993, ten of the videos were listed on the magazine's National Top Fifty, which includes tapes from every genre.

Misty Tripoli, an aerobics instructor with the Better Bodies Studio in Aurora, is familiar with the Buns tapes and believes she understands the secret of their success. "I think people want it easy," she says. "They want to stick in a tape and get skinny. And it doesn't work like that."

Even Buns instructor Tamilee Webb--the 35-year-old blond who appears in the majority of Spieker's videos and cheerfully touts them in television and magazine advertisements--concedes that even faithful workouts with the tapes won't guarantee everyone a back porch like hers. "But you can make yours better to a certain extent," she says encouragingly from her home in Salt Lake City. "If your grandmother has a flat butt, and your mother has a flat butt and you have a flat butt, you'll probably always have a flat butt. But you can have a tight flat butt."

The tapes also have received a mixed reception from fitness experts. Self magazine loved Buns of Steel 3, in 1992 giving the video its award for "Best Toning Workout: Lower Body" and hailing it as a "lower-body blitz."

Shape magazine, however, has been less than enthralled, rating the original Buns video unsafe because Smithey reportedly used poor body positions and too many repetitions. Tamilee Webb was given low marks for failing to place enough emphasis on technique. One Buns of Steel tape was even criticized when the panel of experts claimed Webb used a "sex-kitten tone" which they found "unprofessional and condescending."

The occasional mixed reviews haven't seemed to dent sales. But though the tapes remain hot commodities, Spieker says he may not continue to receive a piece of the action.

When Spieker obtained the right to market the Buns name from Smithey, he now admits, "I wasn't smart enough to register it. I assumed Greg Smithey had done so. About three years into our relationship, I decided I'd better do it. I got a trademark attorney, and he said it had already been done. [Maier Group President] Howard Maier had already done it." Then, two years ago, says Spieker, he and Maier agreed to ask Smithey for all his rights to the Buns name, in return for which they would pay him a royalty on all the tapes (in addition to the royalties he already was receiving on sales of his original video). But the contract Maier later drew up and had Smithey sign gave everything to Maier individually, claims Spieker, cutting him out of the deal.

Beyond confirming that sales of the Buns tapes have reached the six million mark, Howard Maier declines to comment on the video project's finances--or to address his business dealings with Spieker.

Last year, however, Maier came out with its own video line--the futuristically titled Buns of Steel 2000, a part of the Platinum Series. Spieker says Maier told him the Platinum tapes were to be the "premium wine" of the series, retailing for $14.95 to $19.95, while the original series was to be the "Mogen David," and sell for an average of $9.95.

So far, though, the original Buns series has outperformed Maier's new tape line, which includes such exercise classics as Dancing Grannies, a Tanya Tucker workout tape and an aerobics video set to country-western music.

"We're also doing another series of [exercise tapes] which haven't been announced yet,' says Maier marketing executive Melissa Berman. "They're coming out in April." Spieker, she says, won't be a part of making those videos. Does Spieker even know about the tapes? "Oh, yes," says Berman. Spieker, however, says word of the new video series comes as news to him.

The various contracts between him, Smithey and the Maier corporation are subject to interpretation, concedes Spieker, who doesn't sound anxious to take the matter to court. "I've benefited so much from this whole thing," he says. "I hate to bend over like this, but it may not be worthwhile to fight. Maybe I should just take what I got and make that worthwhile. As long as they send me a check [for the original series], as long as I get some money, I'm happy. Something is better than nothing."

Meanwhile, the Denver entrepreneur hasn't exactly sat on his backside as Maier has forged ahead with its Platinum Buns line. Spieker developed his own video series--Buns Busters, Abs Busters and Thigh Busters--in 1992, and when Maier didn't show an interest, began distributing the tapes through LD Video Productions of California. The videos garnered praise from Shape magazine's panel of fitness experts. But sales were "okay, not great," says LD vice president Jay Engle. "They didn't break any records."

Engle says his firm is no longer selling the tapes, because it's involved in litigation with the company that handles Spieker's licensing agreements. The problem, Engle is quick to add, is not with Spieker himself. "Lee is a great guy," he says. "A perfect gentleman. It has nothing whatsoever to do with him."

Now, adds Engle, LD Productions is planning to come out with its own line of fitness videos.

And LD isn't the only one striking out on its own. Linda Shelton, the star of Spieker's first video, estimates she has now appeared in or served as a consultant on twenty fitness videos. Tamilee Webb, using the name recognition she earned from the Buns tapes, has a two-tape contract to make her own videos. The first tape, to be called Total Assets, will be out in April, she says, and this time, her face as well as her fanny will be on the cover.

If Spieker feels left behind by the whirl of activity, he doesn't show it. Instead he's eagerly promoting a new round of products. He's manufacturing step platforms, which he's marketing through his Today's Fitness company. ESPN has granted him a license to sell Ultra Toner strength trainers using the name of its Fitness Pros exercise show. He's invested in a company that manufactures exercise slides. He's considering producing a television exercise program for seniors. And later this month, he says, he'll be opening the doors of his latest venture, the Tabor Center Athletic Club, on the 16th Street site of the old Gold's Gym.

Obviously, people haven't seen the end of Lee Spieker.


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