<PAGE>
AMENDMENT NO. 1
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. 1 amends and supplements the Solicitation/Recommendations
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:
Paragraph (a) of Section 4--"The Solicitation or Recommendation--Reasons for
the Recommendation" is hereby amended and restated in its entirety to read as
follows:
"(a) possible alternatives to the Offer and the Merger, including, without
limitation, those resulting from the search for Potential Strategic Partners
conducted by Goldman Sachs and continuing to operate the Company as an
independent entity, and the risks associated therewith. In particular, in
comparing the Offer and the Merger to the Consortium Proposal, the Board noted
that the base price per share in the Consortium Proposal was lower than the
Offer Price and the Consortium Proposal was subject to negotiation, further due
diligence and other unspecified criteria, all of which caused the Board to
conclude that the Consortium Proposal was at least as likely to receive no
adjustment or a downward adjustment, either of which would lead to a definitive
price per share lower than the Offer Price; that the Company had been unable to
reach an agreement with Potential Joint Venture Partner, a member of the
consortium, despite extensive negotiations; and that Parent and Purchaser were
unlikely to keep their offer open for two weeks while the Company negotiated
with the consortium;"
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>
(a)(5) Form of letter to be used by brokers, dealers, commercial banks, trust companies and other nominees to
their clients.
(a)(6) Form of letter to brokers, dealers, commercial banks, trust companies and other nominees
</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>
June 25, 1999
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- --------------------------------------------------------------------------------------------------------
<S> <C>
(a)(5) Form of letter to be used by brokers, dealers, commercial banks, trust companies and other nominees to
their clients.
(a)(6) Form of letter to brokers, dealers, commercial banks, trust companies and other nominees.
</TABLE>
<PAGE>
EXHIBIT (A)(5)
OFFER TO PURCHASE FOR CASH
ALL OF THE OUTSTANDING SHARES OF COMMON STOCK
OF
@ ENTERTAINMENT, INC.
AT
$19.00 NET PER SHARE
BY
BISON ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
UNITED PAN-EUROPE COMMUNICATIONS N.V.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON TUESDAY, JULY 6, 1999, UNLESS THE OFFER IS EXTENDED.
June 15, 1999
To Our Clients:
Enclosed for your consideration are the Schedule 14D-9 of @ Entertainment,
Inc. (the "Company"), dated June 15, 1999 (the "Schedule 14D-9") 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 $.01 per share (the "Common Stock"), of the Company, at a price
of $19.00 per share, net to the seller in cash, without interest thereon (the
"Offer Price"), upon the terms and subject to the conditions set forth in the
Offer to Purchase and in the related Letter of Transmittal of Purchaser and
Parent previously sent to you. The Schedule 14D-9 includes an Information
Statement and a copy of Goldman Sachs International's fairness opinion.
WE ARE (OR OUR NOMINEE IS) THE HOLDER OF RECORD OF COMMON STOCK HELD FOR
YOUR ACCOUNT. A TENDER OF SUCH COMMON STOCK CAN BE MADE ONLY BY US AS THE HOLDER
OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS.
As indicated in our letter to you on June 8, 1999, we request instruction as
to whether you wish to have us tender on your behalf any or all of the Common
Stock held by us for your account pursuant to the terms and conditions set forth
in the Offer.
Please note the following:
1. The Offer Price is $19.00 per share of Common Stock, net to the
seller in cash, without interest thereon, as set forth in the Introduction
to the Offer to Purchase.
2. The Offer is conditioned upon, among other things, (i) there being
validly tendered and not properly withdrawn prior to the expiration of the
Offer a number of shares of Common Stock which represents at least a
majority of all of the issued and outstanding shares of Common Stock on a
fully diluted basis, on the date the Offer is consummated, (ii) the
satisfaction of the HSR Condition (as defined in the Offer to Purchase),
(iii) the satisfaction of the PAMC Condition (as defined in the Offer to
Purchase) and (iv) if required by applicable law, the satisfaction of the EC
Condition (as defined in the Offer to Purchase). The Offer is also
conditioned upon the satisfaction of certain other
<PAGE>
terms and conditions described in the Offer to Purchase. See the
Introduction and Section 1--"Terms of the Offer" and Section 14--"Conditions
of the Offer" of the Offer to Purchase.
3. The Offer is being made for all of the issued and outstanding shares
of Common Stock.
4. Tendering holders of Common Stock ("Holders") whose shares of Common
Stock are registered in their own name and who tender directly to
Continental Stock Transfer & Trust Company, as Depositary (the
"Depositary"), will not be obligated to pay brokerage fees or commissions
or, except as set forth in Instruction 6 of the Letter of Transmittal, stock
transfer taxes on the purchase of shares of Common Stock pursuant to the
Offer. However, U.S. backup withholding tax at a rate of 31% may be
withheld, unless an exemption is available or unless the required tax
identification information is provided. See the "Important Tax Information"
section contained in the Letter of Transmittal.
5. The Offer and withdrawal rights will expire at 12:00 Midnight, New
York City time, on Tuesday, July 6, 1999, unless the Offer is extended.
6. The Board of Directors of the Company has unanimously (i) determined
that each of the Offer and the Merger (as defined below) are advisable and
fair to, and in the best interests of, the holders of the capital stock of
the Company, including, but not limited to, the Holders, (ii) approved the
Offer and the Merger and (iii) recommended the acceptance of the Offer, the
approval of the Merger and the approval and adoption of the Merger Agreement
(as defined below) by the stockholders of the Company.
The Offer is being made pursuant to an Agreement and Plan of Merger,
dated as of June 2, 1999 (the "Merger Agreement"), among Parent, the
Purchaser and the Company. The Merger Agreement provides that, promptly upon
consummation of the Offer, Parent will cause the Purchaser to be merged with
and into the Company (the "Merger").
7. In all cases, payment for shares of Common Stock accepted for payment
pursuant to the Offer will be made only after timely receipt by the
Depositary of (i) the certificates evidencing such shares of Common Stock
(the "Certificates") or timely confirmation of a book-entry transfer of such
shares of Common Stock into the Depositary's account at The Depository Trust
Company pursuant to the procedures set forth in Section 3--"Procedures for
Tendering Common Stock" of the Offer to Purchase, (ii) the Letter of
Transmittal (or a copy thereof), properly completed and duly executed with
any required signature guarantees, or an Agent's Message (as defined in the
Offer to Purchase) in connection with a book-entry transfer and (iii) any
other documents required to be included with the Letter of Transmittal under
the terms and subject to the conditions thereof and the Offer to Purchase.
Accordingly, payment may not be made to all tendering holders at the same
time depending upon when the Certificates are actually received by the
Depositary.
If you wish to have us tender any or all of the shares of Common Stock held
by us for your account please so instruct us by completing, executing, detaching
and returning to us the instruction form set forth in our letter of June 8,
1999. If you authorize the tender of your shares of Common Stock, all such
shares of Common Stock will be tendered unless otherwise specified in such
instructions. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO
PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION DATE.
The Purchaser is not aware of any state or jurisdiction where the making of
the Offer or the acceptance of Common Stock is prohibited by any applicable law.
If the Purchaser becomes aware of any state or jurisdiction where the making of
the Offer or the acceptance of Common Stock is not in compliance with any
applicable law, the Purchaser will make a good faith effort to comply with such
law. If, after such good faith effort, the Purchaser cannot comply with such
law, the Offer will not be made to (nor will tenders be accepted from or on
behalf of) the Holders in such state or jurisdiction. In any state or
jurisdiction where the securities, blue sky or other laws require the Offer to
be made by a licensed broker or dealer, the Offer shall be deemed to be made on
behalf of the Purchaser by Morgan Stanley & Co. Incorporated, the Dealer Manager
for the Offer, or one or more registered brokers or dealers licensed under the
laws of such jurisdiction.
2
<PAGE>
EXHIBIT (A)(6)
<TABLE>
<S> <C>
MORGAN STANLEY DEAN WITTER 1585 BROADWAY
NEW YORK, NEW YORK 10036
(212) 761-7055
</TABLE>
OFFER TO PURCHASE FOR CASH
ALL OF THE OUTSTANDING SHARES OF COMMON STOCK
OF
@ ENTERTAINMENT, INC.
AT
$19.00 NET PER SHARE
BY
BISON ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
UNITED PAN-EUROPE COMMUNICATIONS N.V.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON TUESDAY, JULY 6, 1999 UNLESS THE OFFER IS EXTENDED.
June 15, 1999
TO BROKERS, DEALERS, COMMERCIAL BANKS,
TRUST COMPANIES AND OTHER NOMINEES:
We have been appointed 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 act as Dealer Manager in connection
with the Purchaser's offer to purchase all of the issued and outstanding shares
of common stock, par 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 (the
"Offer Price"), upon the terms and subject to the conditions set forth in the
Offer to Purchase and in the related Letter of Transmittal (which, as they may
be amended and supplemented from time to time, together constitute the "Offer"),
copies of which were previously sent to you. Please furnish copies of the
enclosed materials to those of your clients for whose accounts you hold Common
Stock in your name or in the name of your nominee.
Enclosed herewith for your information and forwarding to your clients are
copies of the Schedule 14D-9 of the Company, which includes an Information
Statement and a copy of Goldman Sachs International's fairness opinion.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER AND
WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY,
JULY 6, 1999, UNLESS THE OFFER IS EXTENDED.
<PAGE>
Please note the following:
1. The Offer Price is $19.00 per share of Common Stock, net to the
seller in cash, without interest thereon, as set forth in the Introduction
to the Offer to Purchase previously sent to you.
2. The Offer is conditioned upon, among other things, (i) there being
validly tendered and not properly withdrawn prior to the expiration of the
Offer a number of shares of Common Stock which represents at least a
majority of all of the issued and outstanding shares of Common Stock on a
fully diluted basis, on the date the Offer is consummated, (ii) the
satisfaction of the HSR Condition (as defined in the Offer to Purchase),
(iii) the satisfaction of the PAMC Condition (as defined in the Offer to
Purchase) and (iv) if required by applicable law, the satisfaction of the EC
Condition (as defined in the Offer to Purchase). The Offer is also
conditioned upon the satisfaction of certain other terms and conditions
described in the Offer to Purchase. See the Introduction and Section
1--"Terms of the Offer" and Section 14--"Conditions of the Offer" of the
Offer to Purchase.
3. The Offer is being made for all of the issued and outstanding shares
of Common Stock.
4. Tendering holders of Common Stock ("Holders") whose shares of Common
Stock are registered in their own name and who tender directly to
Continental Stock Transfer & Trust Company, as Depositary (the
"Depositary"), will not be obligated to pay brokerage fees or commissions
or, except as set forth in Instruction 6 of the Letter of Transmittal
previously sent to you, stock transfer taxes on the purchase of shares of
Common Stock pursuant to the Offer. However, U.S. backup withholding tax at
a rate of 31% may be withheld, unless an exemption is available or unless
the required tax identification information is provided. See the "Important
Tax Information" section contained in the Letter of Transmittal.
5. The Offer and withdrawal rights will expire at 12:00 Midnight, New
York City time, on Tuesday, July 6, 1999, unless the Offer is extended.
6. The Board of Directors of the Company has unanimously (i) determined
that each of the Offer and the Merger (as defined below) are advisable and
fair to, and in the best interests of, the holders of the capital stock of
the Company, including, but not limited to, the Holders, (ii) approved the
Offer and the Merger and (iii) recommended the acceptance of the Offer, the
approval of the Merger and the approval and adoption of the Merger Agreement
(as defined below) by the stockholders of the Company.
The Offer is being made pursuant to an Agreement and Plan of Merger,
dated as of June 2, 1999 (the "Merger Agreement"), among Parent, the
Purchaser and the Company. The Merger Agreement provides that, promptly upon
consummation of the Offer, Parent will cause the Purchaser to be merged with
and into the Company (the "Merger").
7. In all cases, payment for shares of Common Stock accepted for payment
pursuant to the Offer will be made only after timely receipt by the
Depositary of (i) the certificates evidencing such shares of Common Stock
(the "Certificates") or timely confirmation of a book-entry transfer (a
"Book-Entry Confirmation") of such shares of Common Stock into the
Depositary's account at The Depository Trust Company pursuant to the
procedures set forth in Section 3--"Procedures for Tendering Common Stock"
of the Offer to Purchase, (ii) the Letter of Transmittal (or a copy
thereof), properly completed and duly executed with any required signature
guarantees, or an Agent's Message (as defined in the Offer to Purchase) in
connection with a book-entry transfer and (iii) any other documents required
to be included with the Letter of Transmittal under the terms and subject to
the conditions thereof and the Offer to Purchase. Accordingly, payment may
not be made to all tendering holders at the same time depending upon when
the Certificates are actually received by the Depositary.
2
<PAGE>
In order to take advantage of the Offer (i) a duly executed and properly
completed Letter of Transmittal (and any required signature guarantee or other
required documents) or an Agent's Message in the case of shares of Common Stock
held in book-entry form should be sent to the Depositary and (ii) Certificates
representing the tendered shares of Common Stock or a timely Book-Entry
Confirmation should be delivered to the Depositary in accordance with the
instructions set forth in the Letter of Transmittal and the Offer to Purchase.
If a Holder wishes to tender, but it is impracticable for such Holder to
forward such Holder's Certificates or other required documents or complete the
procedures for book-entry transfer prior to the Expiration Date, a tender may be
effected by following the guaranteed delivery procedures specified in Section
3--"Procedures for Tendering Common Stock" of the Offer to Purchase.
Neither Parent nor the Purchaser will pay any fees or commissions to any
broker, dealer or other person for soliciting tenders of shares of Common Stock
pursuant to the Offer (other than the Dealer Manager, the Depositary and the
Information Agent as described in the Offer to Purchase). The Purchaser will,
however, upon request, reimburse you for customary mailing and handling expenses
incurred by you in forwarding any of the enclosed materials to your clients. The
Purchaser will pay or cause to be paid any transfer taxes payable on the
transfer of shares of Common Stock to it, except as otherwise provided in
Instruction 6 of the Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be addressed to
Morgan Stanley & Co. Incorporated, the Dealer Manager for the Offer, at 1585
Broadway, New York, New York 10036, telephone number (212) 761-7055 or to
MacKenzie Partners, Inc., the Information Agent for the Offer, at 156 Fifth
Avenue, New York, New York 10010, telephone number (212) 929-5500 (call collect)
or (800) 322-2885.
Requests for copies of the enclosed materials may also be directed to the
Dealer Manager or to the Information Agent at the above addresses and telephone
numbers.
Very truly yours,
MORGAN STANLEY DEAN WITTER
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF THE PURCHASER, PARENT, THE COMPANY, THE DEALER
MANAGER, THE DEPOSITARY, THE INFORMATION AGENT OR ANY AFFILIATE OF ANY OF THEM,
OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENT OR USE ANY DOCUMENT
ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED
DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
3
