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AMENDMENT NO. 4*
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
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*Constituting the final amendment
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This Amendment No. 4 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 August 6, 1999, the Purchaser reported that it had accepted for payment a
total of 33,701,073 Shares (including 31,208 Shares tendered pursuant to notices
of guaranteed delivery) representing approximately 99% of the outstanding
Shares. Any Shares not purchased in the Offer will be canceled and will become
the right to receive $19.00 per Share when the Merger of the Purchaser with and
into the Company is completed. In addition, the Purchaser has acquired 100% of
the outstanding Series A and Series B 12% Cumulative Preference Shares of the
Company.
On Friday, August 6, 1999 Parent issued a press release announcing, among
other things, the completion of the tender offer and the purchase of the Shares.
The full text of the press release is set forth in Exhibit (a) (10)_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
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<S> <C>
Exhibit
(a)(10) Press Release of Parent dated August 6, 1999
</TABLE>
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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>
August 6, 1999
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
Exhibit (a)(10) Press Release of Parent dated July 29, 1999
</TABLE>
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EXHIBIT (A)(10)
UPC COMPLETES TENDER OFFER FOR @ENTERTAINMENT
AMSTERDAM, Netherlands, Aug. 6 /PRNewswire/ -- United Pan-Europe Communications
(Nasdaq: UPCOY) today announced that its wholly owned subsidiary, Bison
Acquisition Corp., had completed its tender offer for all outstanding shares of
the common stock of @Entertainment, Inc. (Nasdaq: AETN) at a price of $19.00 per
share in cash.
UPC stated that based on a preliminary count, a total of 33,988,449 shares
(including 318,584 shares tendered pursuant to notices of guaranteed delivery)
had been tendered pursuant to the offer, which expired at 12:00 midnight, New
York City time, on Thursday, August 5, 1999. All such shares have been accepted
for purchase in accordance with the terms of the offer.
After giving effect to the purchase of the shares tendered, UPC will own
approximately 99% of the outstanding common shares of @Entertainment (or
approximately 73% of such shares on a fully diluted basis).
UPC intends to effect the merger of Bison Acquisition Corp. into @Entertainment
as promptly as possible. All remaining @Entertainment stockholders will be
entitled to receive in the merger the same $19.00 cash price for each of their
shares.
Headquartered in Amsterdam, UPC is one of the most innovative broadband
communications companies in Europe and owns and operates one of the largest
pan-European groups of broadband communication networks. UPC provides cable
television, telephony, high-speed Internet access and programming services in
twelve countries across Europe and in Israel. As of March 31st, 1999, assuming
completion of all recently announced acquisitions, UPC's systems passed
approximately 8.5 million homes with 5.6 million basic cable subscribers. In
addition, UPC systems had 118,000 telephone access lines, as well as 35,000
broadband Internet access subscribers. UPC completed an IPO in February 1999 and
its shares are traded on the Amsterdam Stock Exchange ("UPC") and Nasdaq
("UPCOY").
UPC is a consolidated subsidiary of Denver based UnitedGlobalCom, Inc.
("United") (Nasdaq: "UCOMA"). Microsoft has an interest of approximately 7.8% in
UPC.
SOURCE United Pan-Europe Communications
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995: STATEMENTS IN THIS PRESS RELEASE REGARDING UNITED PAN EUROPE
COMMUNICATIONS NV'S BUSINESS WHICH ARE NOT HISTORICAL FACTS ARE "FORWARD-LOOKING
STATEMENTS" THAT INVOLVE RISKS AND UNCERTAINTIES. FOR A DISCUSSION OF SUCH RISKS
AND UNCERTAINTIES, WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THOSE
CONTAINED IN THE FORWARD-LOOKING STATEMENTS, SEE "RISK FACTORS" IN THE COMPANY'S
ANNUAL REPORT OR FORM 10-K FOR THE MOST RECENTLY ENDED FISCAL YEAR.
