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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 2, 1999
@ ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-22877 06-1487156
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification No.)
One Commercial Plaza
Hartford, Connecticut 06103-3585
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(Address, including zip code, of principal executive office)
(860) 549-1674
Registrant's telephone number, including area code
NOT APPLICABLE
(Former name, former address and fiscal year, if changed since last report)
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ITEM 5. OTHER EVENTS.
As previously reported on @ Entertainment's Current Report on Form 8-K
dated September 20, 1999, Bison Acquisition Corp., a wholly-owned subsidiary of
United Pan-Europe Communication N.V., acquired 99% of the outstanding common
stock of @ Entertainment, Inc. (the "Acquisition") and filed with the Secretary
of State of the State of Delaware the Certificate of Ownership and Merger of
Bison Acquisition Corp. with and into @ Entertainment, Inc. ("@ Entertainment"
or "Registrant"), with @ Entertainment continuing as the surviving corporation
(the "Merger").
As a result of the Acquisition and the Merger, the Registrant believes
that a "Change of Control" occurred under the indentures governing the issuance
of its 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 "Senior Notes"). Pursuant to the terms of the indentures
governing the Senior Notes (each an "Indenture" and, collectively, the
"Indentures"), upon the occurrence of a Change of Control, each holder of Senior
Notes has the right, at such holder's option, to require @ Entertainment to
repurchase all or a portion of such holder's Senior Notes at the Repurchase
Price (as defined herein) plus accrued and unpaid interest through the
Expiration Date (as defined herein).
On September 5, 1999, the Registrant commenced an offer to repurchase
(the "Offer to Repurchase" or "Offer") the Senior Notes at 101% of their
accreted value per $1,000 principal amount of Senior Notes at maturity on the
Expiration Date plus accrued and unpaid interest (the "Repurchase Price"). As of
August 1, 1999, the Registrant had $376,943,000 aggregate principal amount at
maturity of Senior Notes outstanding.
The Offer expired at 12:01 PM, New York City time, on November 2, 1999
(the "Expiration Date").
Pursuant to the Offer, the registrant has purchased $49,139,000
aggregate principal amount at maturity of Senior Notes for an aggregate price
of $26,455,014.
Simultaneously, Poland Communications, Inc. ("PCI"), a wholly-owned
subsidiary of @ Entertainment, commenced an offer to repurchase its 9 7/8% PCI
Notes Due 2003 and 9 7/8% Senior Discount Notes Due 2003 (collectively, the "PCI
Notes") at the repurchase price of $1,010 per $1,000 principal amount, which is
101% per $1,000 principal amount of PCI Notes on the Expiration Date (as defined
herein), plus accrued and unpaid interest. As of August 1, 1999, PCI had
$129,668,000 aggregate principal amount at maturity of the PCI Notes
outstanding. This offer expired at 12:01 PM New York City time on November 2,
1999. Pursuant to its repurchase offer, PCI has purchased $113,237,000 aggregate
principal amount of PCI Notes for an aggregate price of $114,369,370.
@ Entertainment's cash on hand will be insufficient to satisfy all
of its obligations related to the Offer and PCI's offer to repurchase
outstanding senior notes and to complete its current business plan for its DTH
and programming business based on its past operations. UPC and @ Entertainment
are evaluating various alternatives to meet @ Entertainment's capital needs,
however, UPC expects to provide @ Entertainment with cash advances to meet @
Entertainment's capital expenditures. Future sources of financing for @
Entertainment could include public or private debt or bank financing or any
combination thereof, subject to the restrictions contained in the indentures
governing @ Entertainment's and UPC's senior indebtedness. UPC may consider
additional equity financing of @ Entertainment, although there can be no
assurances that UPC or other companies will contribute additional equity.
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Moreover, if @ Entertainment's plans or assumptions change, if its
assumptions prove inaccurate, if it consummates unanticipated investments in or
acquisitions of other companies, if it experiences unexpected costs or
competitive pressures, or if the net proceeds from its recent offerings,
existing cash, and projected cash flow from operations prove to be insufficient,
@ Entertainment may need to obtain greater amounts of additional financing.
While it is @ Entertainment's intention to enter only into new financing or
refinancing that it considers advantageous, there can be no assurance that such
sources of financing would be available to @ Entertainment in the future, or, if
available, that they could be obtained on terms acceptable to @ Entertainment.
Attached as an exhibit to this Current Report is a press release by
United Pan-Europe Communications, N.V. relating to the change of control offers
which is incorporated by reference.
ITEM 7. EXHIBITS.
EXHIBIT NO. DOCUMENT
99.1 Press release of United Pan-Europe Communications, N.V.
dated November 3, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
@ ENTERTAINMENT, INC.
Date: November 3, 1999 By: /s/ Nimrod J. Kovacs
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Nimrod J. Kovacs
Chief Executive Officer
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EXHIBIT INDEX
Exhibit Description
99.1 Press release of United Pan-Europe Communications N.V.
dated November 3, 1999.
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PAGE 1 OF 1
FOR IMMEDIATE RELEASE
UNITED PAN-EUROPE COMMUNICATIONS'
SUBSIDIARIES ANNOUNCE REPURCHASE OF THEIR NOTES
AMSTERDAM, THE NETHERLANDS - 3RD NOVEMBER 1999: United Pan-Europe Communications
(UPC) has announced that its wholly-owned subsidiary @Entertainment, Inc.
("@Entertainment") and a wholly-owned subsidiary of @Entertainment, Poland
Communications, Inc. ("PCI") made offers to repurchase (the "Offers") and
repurchased from the holders of the Notes (the "Repurchase of Notes" or
"Repurchase") @Entertainment'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 "@Entertainment Notes") and PCI's 9 7/8%
Series B Senior Notes Due 2003 and 9 7/8% Senior Notes Due 2003 (collectively,
the "PCI Notes").
The Offers expired at 12:01 PM, New York City time, on November 2, 1999 (the
"Expiration Date").
The Offers were made pursuant to the terms of the indentures covering each of
the @Entertainment Notes and the PCI Notes (each an "Indenture" and,
collectively, the "Indentures"), which provided that, following a Change of
Control (as defined therein), each holder of @Entertainment Notes and PCI Notes
had the right, at such holder's option, to require @Entertainment and PCI,
respectively to repurchase all or a portion of such holder's @Entertainment
Notes and PCI Notes at the Repurchase Price (a "Change of Control Right").
@Entertainment and PCI believe a Change of Control occurred on August 6, 1999 as
a result of the acquisition by Bison Acquisition Corp., a wholly-owned
subsidiary of United Pan-Europe Communication, of 99% of the outstanding common
stock of @Entertainment (the "Acquisition") and the filing with the Secretary of
State of the State of Delaware the Certificate of Ownership and Merger of Bison
Acquisition Corp. with and into @Entertainment, with @Entertainment continuing
as the surviving corporation (the "Merger").
In accordance with the terms of the Indentures governing the @Entertainment
Notes and the PCI Notes, @Entertainment was required to repurchase the
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@ Entertainment Notes at 101% of their accreted value per $1,000 principal
amount of @Entertainment Notes at maturity on the Expiration Date plus accrued
and unpaid interest and PCI was required to repurchase the PCI Notes at there
purchase price of $1,010 per $1,000 principal amount of the PCI Notes, which is
101% per $1,000 principal amount of the PCI Notes (collectively the "Repurchase
Prices"). As of August 1, 1999, @Entertainment had $376,943,000 aggregate
principal amount at maturity of @Entertainment Notes outstanding and PCI had
$129,668,000 aggregate principal amount at maturity of PCI Notes outstanding.
Pursuant to its repurchase offer, @Entertainment has purchased $49,139,000
aggregate principal amount at maturity of @Entertainment Notes for an aggregate
price of $26, 455, 014, and PCI has purchased $113, 237,000 aggregate principal
amount of PCI Notes for an aggregate price of $114,369,370.
The repurchase of the @ Entertainment Notes and the PCI Notes pursuant to the
Offers will be funded through the use of part of the proceeds from the Company's
recent securities offerings.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy any of the securities referenced herein.
Headquartered in Amsterdam, UPC (AEX "UPC", Nasdaq, "UPCOY") is one of the most
innovative broadband communications companies in Europe and owns and operates
the largest pan-European group of broadband communications networks. UPC
provides cable television, telephony, high speed Internet access and programming
services in twelve countries across Europe and Israel. As of September 30, 1999,
UPC's systems passed approximately 9.0 million homes with more than 5.9 million
basic cable subscribers. In addition, UPC's systems had 147,000 residential
telephony lines and 20,000 business telephony lines, as well as 77,200
residential Internet subscribers and 3,000 business Internet subscribers.
Microsoft has an interest of approximately 7.8% in UPC.
UPC is a consolidated subsidiary of UnitedGlobalComInc. (NASDAQ: "UCOMA").
@Entertainment, Inc. is the leading provider of pay television services in
Poland and is engaged principally in delivering cable television and DTH
satellite television services and developing, packaging and transmitting
high-quality Polish-language programming. @Entertainment offers a package of 24
channels under the trade name "Wizja TV", 22 of which are Polish language
channels. @Entertainment's multi-channel Polish language D-DTH service was the
first D-DTH service available in Poland.
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PCI is the largest cable television operator in Poland with approximately
1,699,400 homes passed and approximately 966,800 total subscribers as of June
30, 1999.
- -END-
FOR FURTHER INFORMATION CONTACT:
UPC
Steve Butler, Managing Director of Capital Markets and Treasurer, UPC
Tel: + 31 20 778 9860
Email: [email protected]
Henrietta Hirst, Director, Group Corporate Communications, UPC
Tel: + 44 171 518 7996
Mobile: + 44 7788 750880
Email: [email protected]
@ENTERTAINMENT/PCI
Mike Smargiassi/Chris Plunkett
Brainerd Communications
Tel: + 1 212-986-5567
Email: [email protected]
[email protected]
