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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTIONS 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
August 6, 1999
Date of Report (Date of earliest event reported)
@ Entertainment, Inc.
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(Exact name of Registrant as Specified in Charter)
Delaware 000-22877 06-1487156
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(State or Other Juris. of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
One Commercial Plaza
Hartford, Connecticut 06103-3585
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(Address of Principal
Executive Offices)
(860) 549-1674
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(Registrant's telephone number,
including area code)
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Item 1. Charges in Control of Registrant.
Pursuant to the Agreement and Plan of Merger dated as of June 2,
1999 (the "Merger Agreement") among @ Entertainment, Inc. (the "Company"),
Bison Acquisition Corp., a Delaware corporation (the "Purchaser") and wholly
owned subsidiary of United Pan-Europe Communications N.V., a public company
with limited liability incorporated under the laws of the Netherlands (the
"Parent"), on August 6, 1999, Purchaser purchased a total of 33,701,073
shares of common stock, par value $.01 per share, of the Company (including
31,208 shares tendered pursuant to notices of guaranteed delivery)
representing approximately 99% of the outstanding shares of common stock in a
tender offer. In addition the Purchaser has acquired 100% of the outstanding
Series A and Series B 12% Cumulative Preference Shares of the Company.
Pursuant to the Merger Agreement, the Purchaser was merged with and
into the Company with the Company continuing as the surviving corporation
(the "Surviving Corporation") after the merger (the "Merger"). Since the
Purchaser acquired more than 90% of each class of the Company's capital
stock, the Merger was effected without a meeting of the stockholders of the
Company.
As a result of the Merger, Charles Bracken and Anton H.E. v.
Voskuijlen became the sole directors of the Company. UnitedGlobalCom, Inc. is
a 62% stockholder of Parent. Each outstanding share of common stock of the
Company (other than shares held in the treasury of the Company and shares
owned by the Purchaser, Parent or any other subsidiary of Parent or the
Company, which were canceled, and other than shares, if any, for which
stockholders propertly exercise appraisal rights under Section 262 of the
Delaware General Corporation law) has been canceled, extinguished and
converted into the right to receive $19.00 in cash, without interest thereon,
less any applicable withholding taxes, and each of the Company's Series A and
Series B 12% Cumulative Preference Shares has been canceled and no further
consideration is payable in respect thereof.
Pursuant to the Certificate of Ownership and Merger filed by Parent
with the Secretary of State of the State of Delaware on August 6, 1999, the
Certificate of Incorporation of the Company has been amended and restated
such that the total authorized capital stock of the Company is 1,000 shares
of common stock, par value $.01 per share.
On August 6, 1999, Parent informed NASDAQ that the Certificate of
Ownership and Merger had been filed and that the Company's common stock
should no longer be listed on NASDAQ. On August 9, 1999, NASDAQ informed
Parent that the Company's common stock would be delisted as of the market
open on August 9, 1999.
Parent, as a result of the tender offer and the Merger, is the sole
holder of record of the common stock of the Company. Therefore, the Company
is eligible for termination of registration of its common stock pursuant to
section 12(g)(4) of the Securities Exchange Act of 1934. The Company expects
to file with the Securities and Exchange Commission a Certification and
Notice of Termination of Registration Under Section 12(g) of the Securities
Exchange Act of 1934 or Suspension of Duty to File Reports Under Sections 13
and 15(d) of the Securities Exchange Act of 1934 on Form 15.
The offer price in the tender offer and the merger consideration
were funded out of a portion of the proceeds of a private placement of debt
securities by Parent. On July 27, 1999, Parent entered into a Purchase
Agreement with Donaldson, Lufkin & Jenrette International and Goldman Sachs
International (as representatives of several purchasers (the "Initial
Purchasers") named in the Purchase Agreement) pursuant to which the Initial
Purchasers, subject to the conditions set forth in the Purchase Agremeent,
agreed to purchase (x) [EURO]300 million aggregate principal amount of
10-7/8% senior notes due 2009; (y) $800 million in aggregate principal amount
of 10-7/8% senior notes due 2009; and (z) $735 million in aggregate principal
amount at maturity of 12-1/2% senior discount notes due 2009.
The transactions described above constitute a "Change of Control" as
that term is defined in the indentures governing the Company's 14 1/2% Series
B Senior Discount Notes due 2008, 14 1/2% Senior Discount Notes due 2008,
Series C Senior Discount Notes due 2008, 14 1/2% Series B Senior Discount
Notes due 2009, and 14 1/2% Senior Discount Notes due 2009 (collectively, the
"Notes") and the 9 7/8% Senior Notes due 2003 and 9 7/8% Series B Senior
Notes due 2003 of Poland Communications, Inc. ("PCI"), the Company's
subsidiary (collectively, the "PCI" Notes"). In accordance with the terms of
the indentures governing the Notes, the Company will be required to make an
offer to repurchase the Notes at 101% of their accreted value plus accrued
and unpaid interest. In accordance with the terms of the indenture governing
the PCI Notes, PCI will be required to make an offer to repurchase the PCI
Notes at 101% of their principal amount plus accrued and unpaid interest.
Such offers will only be made in offers to purchase.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits
Exhibit 2.1 Agreement and Plan of Merger dated as of June 2,
1999 among the Company, the Purchaser and Parent. (Incorporated
by reference to Exhibit (c)(1) of the Schedule 14D-9 of the
Company filed with the Securities and Exchange Commission on
June 15, 1999.)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
@ Entertainment, Inc.
Date: August 23, 1999 By: /s/ PZEMYSLAW SZMYT
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By: Pzemyslaw Szmyt
Its: Senior Vice President for
Business Development and
General Counsel
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EXHIBIT INDEX
(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits
Exhibit 2.1 Agreement and Plan of Merger dated as of June 2,
1999 among the Company, the Purchaser and Parent. (Incorporated
by reference to Exhibit (c)(1) of the Schedule 14D-9 of the
Company filed with the Securities and Exchange Commission on
June 15, 1999.)
