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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): September 5, 1999
@ ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
Delaware 000-22877 06-1487156
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<S> <C> <C>
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification No.)
</TABLE>
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 August 6, 1999, filed with the Securities and Exchange Commission on
August 23, 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.
Subject to the terms and conditions set forth in the Offer to
Repurchase, the Offer will expire at 12:01 PM, New York city time, on November
2, 1999 unless the offer is extended (such time and date or the latest extension
thereof, if extended, the "Expiration Date").
The Repurchase Prices are $602.28 (for the 14 1/2% Series B Senior
Discount Notes Due 2008 and the 14 1/2% Senior Discount Notes Due 2008), $316.90
(for the Series C Senior Discount Notes Due 2008) and $454.87 (for the 14 1/2%
Series B Senior Discount Notes Due 2009 and the 14 1/2% Senior Discount Notes
Due 2009).
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.
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 September 20, 1999.
2
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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: September 20, 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 September 20, 1999.
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UNITED PAN-EUROPE COMMUNICATIONS'
SUBSIDIARIES ANNOUNCE OFFERS TO
REPURCHASE THEIR NOTES
AMSTERDAM, THE NETHERLANDS 20TH SEPTEMBER 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") delivered to the holders of
their Notes offers to repurchase (the "Offers to Repurchase" or "Offers")
@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").
Subject to the terms and conditions set forth in the Offers to Repurchase, the
Offers will expire at 12:01 PM, New York city time, on November 2, 1999 unless
the offers are extended (such time and date or the latest extension thereof, if
extended, the "Expiration Date").
The Offers are being 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 provide that, following a Change of
Control (as defined therein), each holder of @Entertainment Notes and PCI
Notes has 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 will be required to repurchase the
@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 will be required to repurchase the PCI Notes at the
repurchase 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").
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The Repurchase Prices of the @Entertainment Notes are $602.28 (for the 14 1/2%
Series B Senior Discount Notes Due 2008 and the 14 1/2% Senior Discount Notes
Due 2008), $316.90 (for the Series C Senior Discount Notes Due 2008) and $454.87
(for the 14 1/2% Series B Senior Discount Notes Due 2009 and the 14 1/2% Senior
Discount Notes Due 2009). 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.
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 July
31, 1999, UPC's systems passed approximately 8.7 million homes with 5.8 million
basic cable subscribers. In addition, UPC had 133,900 residential telephony
lines and 13,600 business telephony lines, as well as 56,300 residential
Internet subscribers and 2,600 business Internet subscribers. Microsoft has an
interest of approximately 7.8% in UPC.
UPC is a consolidated subsidiary of UnitedGlobalComInc. (NASDAQ: "UCOMA").
Microsoft Corporation has an interest of approximately 7.8% in UPC.
@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.
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, Manaing Director of Capital Markets/Treasurer/Investor Relations
Tel: 0031 20 778 9860
Email: [email protected]
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Henrietta Hirst, Group Corporate Communications Director of UPC
Tel: 0044 171 518 7980
Email: [email protected]
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@Entertainment/PCI
Mike Smargiassi/Chris Plunkett
Brainerd Communications
Tel: 001 212-986-5567
Email: [email protected]
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[email protected]
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