<PAGE>
AMENDMENT NO. 2
TO
SCHEDULE 14D-9
INFORMATION REQUIRED FOR SOLICITATIONS AND RECOMMENDATIONS IN
CONNECTION WITH PROXY SOLICITATIONS COVERED BY THE 1934 ACT
REPORTING REQUIREMENTS
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
@ ENTERTAINMENT, INC.
(Name of Subject Company)
@ ENTERTAINMENT, INC.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
045920 10 5
(CUSIP Number of Class of Securities)
ROBERT E. FOWLER, III
CHIEF EXECUTIVE OFFICER
@ ENTERTAINMENT, INC.
ONE COMMERCIAL PLAZA
HARTFORD, CONNECTICUT
(860) 549-1674
(Name, address and telephone number of
person authorized to receive notice and communications
on behalf of the person filing statement)
Copy to:
MARC R. PAUL
BAKER & MCKENZIE
815 CONNECTICUT AVENUE, N.W.
WASHINGTON, D.C. 20006-4078
(202) 452-7034
<PAGE>
This Amendment No. 2 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9, dated June 15, 1999 (the "Schedule 14D-9") with
respect to the tender offer (the "Offer") by 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"), to purchase all of the issued and
outstanding shares of common stock, value $.01 per share (the "Common Stock"),
of @ Entertainment, Inc., a Delaware corporation (the "Company"), at a price of
$19.00 per share, 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 and the related Letter of Transmittal, as they may be amended from
time to time. The item numbers and responses thereto below are in accordance
with the requirements of Schedule 14D-9. Capitalized terms used herein and not
otherwise defined have the meanings ascribed to them in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Item 8 is hereby amended to add 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.
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)(7) and is incorporated
herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
The response to Item 9 is hereby amended, and supplemented to add the
following:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------------- -------------------------------------------------------------------------------------------------
<S> <C>
Exhibit
(a)(7) Press Release of Parent and Purchaser dated July 7, 1999 extending the Expiration Date of the
Offer to Purchase.
</TABLE>
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 14D-9 is true, complete
and correct.
<TABLE>
<S> <C> <C>
@ENTERTAINMENT, INC.
By: /s/ ROBERT E. FOWLER, III
-----------------------------------------
Robert E. Fowler, III
CHIEF EXECUTIVE OFFICER
</TABLE>
July 8, 1999
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------------- -------------------------------------------------------------------------------------------------
<S> <C>
Exhibit (a)(7) Press Release of Parent and Purchaser dated July 7, 1999 extending the Expiration Date of the
Offer to Purchase.
</TABLE>
<PAGE>
[UPC Letterhead]
Exhibit (a)(7)
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.
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<PAGE>
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
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