SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 2
to
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
and
Amendment No. 2
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
@ ENTERTAINMENT, INC.
(Name of Subject Company)
UNITED PAN-EUROPE COMMUNICATIONS N.V.
BISON ACQUISITION CORP.
(Bidders)
Common Stock, par value $.01 per share
(Title of Class of Securities)
045920105
(CUSIP Number of Class of Securities)
Anton H.E. van Voskuijlen
United Pan-Europe Communications N.V.
Fred. Roeskestraat 123
P.O. Box 74763
1070 BT Amsterdam, The Netherlands
(31) 20-7789840
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
Copy to:
William F. Wynne, Jr., Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
(212) 819-8200
<PAGE>
SCHEDULE 14D-1 and 13D
CUSIP No. 045920105
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
United International Holdings, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( )
(b) ( X )
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e)
or 2(f) ( )
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
0*
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8. CHECK IF THE AGGREGATE AMOUNT IN ROW(7) EXCLUDES CERTAIN SHARES
( )
- --------------------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
0.0%*
- --------------------------------------------------------------------------------
10. TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
* United International Holdings, Inc. is a 62% stockholder of United
Pan-Europe Communications N.V. United Pan-Europe Communications N.V.
("Parent") and Bison Acquisition Corp. (the "Purchaser") have entered into
Stockholder Agreements, dated as of June 2, 1999 (the "Common Stockholder
Agreements"), with certain relatives of David T. Chase, the Chairman of the
Board of Directors of the Company and certain of their respective
affiliates (the "Chase Group"), Samuel Chisolm, David Chance, Robert E.
Fowler III, certain affiliates of Advent International Group and Morgan
Grenfell Capital Development Syndications Limited ("Morgan Grenfell") (the
"Stockholders") who are the record and beneficial owners of 16,175,431
shares of the common stock, par value $.01 per share (the "Common Stock")
of @ Entertainment, Inc. (the "Company"), warrants exercisable for
5,500,000 shares of Common Stock and options to purchase 2,286,000 shares
of Common Stock (together with all additional shares of Common Stock,
warrants exercisable for Common Stock and options to purchase Common Stock,
the "Option Securities") (representing approximately 48.4% of the
outstanding shares of Common Stock and approximately 51.5% of the shares of
Common Stock on a fully diluted basis) pursuant to which such Stockholders
have agreed to (i) irrevocably tender pursuant to the Offer (and not
withdraw) all shares of Common Stock held by such Stockholders, (ii) grant
to the Purchaser an option to purchase all of the Option Securities held by
such Stockholder and (iii) with respect to certain questions put to the
stockholders of the Company for a vote, to vote such Stockholder's shares
of Common Stock in accordance with the terms and conditions of the Common
Stockholder Agreement to which such Stockholder is a party. Pursuant to the
Common Stockholder Agreements, the Purchaser has agreed to purchase the
Option Securities (other than shares of Common Stock) held by the
Stockholders after the consummation of the Offer. Parent and the Purchaser
have entered into Stockholder Agreements, dated as of June 2, 1999 (the
"Preferred Stockholder Agreements" and, collectively with the Common
Stockholders Agreements, the "Stockholder Agreements"), with certain
members of the Chase Group and Morgan Grenfell (the "Preferred
Stockholders") who are the holders of all of the outstanding Series A 12%
Cumulative Preference Shares of the Company and all of the outstanding
Series B 12% Cumulative Preference Shares of the Company ( the "Preference
Shares") pursuant to which the Preferred Stockholders have agreed (i) to
grant to the Purchaser an option to purchase all of the Preference Shares
held by such Preferred Stockholders and (ii) with respect to certain
questions put to the stockholders of the Company for a vote, to vote such
Preferred Stockholder's Preference Shares in accordance with the terms and
conditions of the Preferred Stockholder Agreement to which such Preferred
Stockholder is a party. Pursuant to the Preferred Stockholder Agreements,
the Purchaser has agreed to purchase the Preference Shares held by the
Preferred Stockholders after the consummation of the Offer.
<PAGE>
This Amendment No. 2 amends and supplements the Schedule 14D-1 and Schedule
13D filed on June 8, 1999 relating to the offer by Bison Acquisition Corp., a
Delaware corporation (the "Purchaser") and a wholly owned subsidiary of United
Pan-Europe Communications N.V., a public company with limited liability
incorporated under the laws of The Netherlands ("Parent"), to purchase all of
the issued and outstanding shares of common stock, par value $0.01 per share
(the "Common Stock"), of @ Entertainment, Inc., a Delaware corporation (the
"Company"), at a price of $19.00 per share (the "Offer Price"), net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated June 8, 1999 (the "Offer to
Purchase"), and in the related Letter of Transmittal.
Item 10. Additional Information.
Paragraphs (b)-(c) of Item 10 are hereby amended and supplemented by adding
at the end thereof the following:
On Friday, July 2, 1999, notification was received of early
termination of the fifteen-day waiting period under the HSR Act applicable
to the purchase of Common Stock. The waiting period was due to expire on
Wednesday, July 7, 1999.
On Tuesday, June 29, 1999, the Polish Competition and Consumer
Protection Office issued a statement expressing its lack of objection to
the Purchaser's intended acquisition of the Company. The parties have also
determined that no filing will be required with the Commission of the
European Community with respect to the acquisition by the Purchaser of the
Company.
Paragraph (f) of Item 10 is amended by adding at the end thereof the
following:
On July 7 1999, the Purchaser and Parent together issued a press
release announcing the extension of the Expiration Date of the Offer until
Midnight, New York City time, on Thursday, August 5, 1999, unless further
extended. A copy of the press release is attached hereto as Exhibit (a)(9)
and is incorporated herein by reference.
Item 11. Materials to be Filed as Exhibits.
The following is hereby added as an exhibit:
Exhibit (a)(9) Press Release dated July 7, 1999 extending the Expiration
Date of the Offer to Purchase.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: July 7, 1999 UNITED PAN-EUROPE COMMUNICATIONS N.V.
By: /s/ Mark L. Schneider
----------------------------------------
Name: Mark L. Schneider
Title: Chairman of the Management Board
and Chief Executive Officer
Dated: July 7, 1999 BISON ACQUISITION CORP.
By: /s/ Anton H.E. van Voskuijlen
----------------------------------------
Name: Anton H.E. van Voskuijlen
Title: Vice President
Dated: July 7, 1999 UNITED INTERNATIONAL HOLDINGS, INC.
By: /s/ Ellen P. Spangler
----------------------------------------
Name: Ellen P. Spangler
Title: Senior Vice President
UNITED PAN-EUROPE COMMUNICATIONS LOGO
Immediate Release
UPC FILES EXTENSION OF @ ENTERTAINMENT
TENDER OFFER WITH SEC
Amsterdam, The Netherlands 7th July: United Pan-Europe Communications, N.V.
and Bison Acquisition Corp. (a wholly-owned subsidiary) today announced that
they have extended the period for their tender offer for shares of @
Entertainment, Inc. (NASDAQ: ATEN) to 12:00 midnight, New York City time, on
Thursday, August 5, 1999. The offer had previously been scheduled to expire at
12:00 midnight, New York City time, on Tuesday, July 6, 1999.
The extension has been made as contemplated by the terms of the Agreement
and Plan of Merger by and among United Pan-Europe Communications N.V. (UPC),
Bison Acquisition Corp. and @ Entertainment, Inc. (@ Entertainment), in order to
allow UPC to finalize its financing within the timeframe originally contemplated
by the parties.
Further, UPC announced the early termination of the fifteen-day waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, applicable to the purchase of shares pursuant to the offer, on Friday,
July 2, 1999. The waiting period was due to expire on Wednesday, July 7, 1999.
UPC also announced that, on Tuesday, June 29, 1999, the Polish Competition
and Consumer Protection Office issued a statement expressing its lack of
objection to Bison Acquisition Corp.'s intended acquisition of @ Entertainment.
The parties have also determined that no filing will be required with the
Commission of the European Community with respect to the acquisition by UPC of @
Entertainment.
At the close of trading in New York on Tuesday, July 6, 1999, 31,476,904
shares of common stock of @ Entertainment had been validly tendered in
connection with the offer comprising approximately 94.2% (or approximately 67.6%
on a fully diluted basis) of the common stock of @ Entertainment.
As set forth in UPC's Offer to Purchase in respect of its tender offer,
holders of common stock, warrants, and options of @ Entertainment representing
48.4% of the issued and outstanding common stock and 51% of the common stock
on a fully diluted basis have entered into agreements to tender all of their
common stock in @ Entertainment.
Headquartered in Amsterdam, UPC owns and operates the largest pan-European
group of broadband communication networks. UPC provides cable television,
telephony, high speed Internet access and programming services in ten countries
across Europe and Israel. As of 30th June 1999, UPC's systems passed
approximately 7.7 million homes with 5.1 million basic cable subscribers, of
which approximately 500,000 take an expanded tier service. In addition, UPC had
118,000 telephone access lines and 20,500 carrier select customers, as well as
42,000 broadband Internet access subscribers. UPC completed an IPO in February
1999 and its shares are traded on the Amsterdam Stock Exchange ("UPC") (NASDAQ:
"UCOMA"). Microsoft has an interest of approximately 7.8% in UPC.
For further information:
United Pan-Europe Communications N.V.
Steve Butler, Managing Director of Capital Markets/Treasurer/Investor Relations
31 20 778 9860
email: [email protected]
Henrietta Hirst, Director of Group Corporate Communications
44 171 518 7980
email: [email protected]
The Information Agent for the tender offer is:
MacKenzie Partners, Inc.
1-(800)-322-2885 or (212) 929-5500
