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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 5*
to
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
and
Amendment No. 5*
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
@ ENTERTAINMENT, INC.
(Name of Subject Company)
UNITEDGLOBALCOM, INC.
UNITED PAN-EUROPE COMMUNICATIONS N.V
BISON ACQUISITION CORP.
(Bidders)
Common Stock, par value $.01 per share
(Title of Class of Securities)
045920 10 5
(CUSIP Number of Class of Securities)
Anton H.E. van Voskuijlen
United Pan-Europe Communications N.V.
Fred. Roeskestraat 123
P.O. Box 74763
1070 BT Amsterdam, The Netherlands
(31) 20-7789840
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
Copies to:
William F. Wynne, Jr., Esq. Michelle L. Keist, Esq.
White & Case LLP UnitedGlobalCom, Inc.
1155 Avenue of the Americas 4643 South Ulster Street
New York, New York 10036 Suite 1300
(212) 819-8200 Denver, Colorado 80237
(303) 770-4001
August 6, 1999
(Date of Event which Requires Filing Statement on Schedule 13D)
================================================================================
*Constituting the final amendment.
<PAGE>
SCHEDULE 14D-1 and 13D
CUSIP No. 045920 10 5
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i NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
UnitedGlobalCom, Inc.
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1. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) | |
(b) |X|
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2. SEC USE ONLY
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3. SOURCE OF FUNDS
OO
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4. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f) | |
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5. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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6. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON*
33,701,073*
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7. CHECK IF THE AGGREGATE AMOUNT IN ROW(7)
EXCLUDES CERTAIN SHARES | |
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8. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
99%*
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9. TYPE OF REPORTING PERSON
CO
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* UnitedGlobalCom, Inc. is a 62% stockholder of Parent (as defined herein).
As of August 6, 1999, there were (a) 33,944,616 Shares (as defined herein)
issued and outstanding, (b) outstanding stock options to purchase an
aggregate of 3,988,000 Shares and (c) outstanding warrants to purchase an
aggregate of 8,599,563 Shares. Parent owns 100% of the Purchaser (as
defined herein), and the Purchaser owns approximately 99% of the issued and
outstanding Shares (approximately 72% on a fully diluted basis). Pursuant
to the Agreement and Plan of Merger dated as of June 2, 1999 by and among
Parent, the Purchaser and the Company (as defined herein), the outstanding
stock options to purchase an aggregate of 3,998,000 Shares and outstanding
warrants to purchase 8,599,563 Shares will be canceled immediately before
the merger of the Purchaser with and into the Company, and each holder
thereof, in cancellation and settlement therefore, shall be entitled to
payment in cash equal to the difference between the exercise price of such
options or warrants and $19.00. Any Shares not purchased in the Offer will
be canceled and become the right to receive $19.00 per Share when the
merger of the Purchaser with and into the Company is completed.
<PAGE>
SCHEDULE 14D-1 and 13D
CUSIP No. 045920 10 5
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i NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
United Pan-Europe Communications N.V
- --------------------- ----------------------------------------------------------
10. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) | |
(b) |X|
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11. SEC USE ONLY
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12. SOURCE OF FUNDS
BK
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13. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f) | |
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14. CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
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15. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON*
33,701,073*
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16. CHECK IF THE AGGREGATE AMOUNT IN ROW(7)
EXCLUDES CERTAIN SHARES | |
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17. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
99%*
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18. TYPE OF REPORTING PERSON
CO
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* As of August 6, 1999, there were (a) 33,944,616 Shares (as defined herein)
issued and outstanding, (b) outstanding stock options to purchase an
aggregate of 3,998,000 Shares and (c) outstanding warrants to purchase an
aggregate of 8,599,563 Shares. Parent owns 100% of the Purchaser (as
defined herein), and the Purchaser owns approximately 99% of the issued and
outstanding Shares (approximately 72% on a fully diluted basis). Pursuant
to the Agreement and Plan of Merger dated as of June 2, 1999 by and among
Parent, the Purchaser and the Company (as defined herein), the outstanding
stock options to purchase an aggregate of 3,998,000 Shares and outstanding
warrants to purchase 8,599,563 Shares will be canceled immediately before
the merger of the Purchaser with and into the Company, and each holder
thereof, in cancellation and settlement therefore, shall be entitled to
payment in cash equal to the difference between the exercise price of such
options and $19.00. Any Shares not purchased in the Offer will be canceled
and become the right to receive $19.00 per Share when the merger of the
Purchaser with and into the Company is completed.
<PAGE>
SCHEDULE 14D-1 and 13D
CUSIP No. 045920 10 5
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Bison Acquisition Corp.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) | |
(b) |X|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
AF
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f) | |
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON*
33,701,073*
- --------------------- ----------------------------------------------------------
8. CHECK IF THE AGGREGATE AMOUNT IN ROW(7)
EXCLUDES CERTAIN SHARES | |
- --------------------- ----------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
99%*
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10. TYPE OF REPORTING PERSON
CO
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* As of August 6, 1999, there were (a) 33,944,616 Shares (as defined herein)
issued and outstanding, (b) outstanding stock options to purchase an
aggregate of 3,998,000 Shares and (c) outstanding warrants to purchase an
aggregate of 8,599,563 Shares. Parent owns 100% of the Purchaser (as
defined herein), and the Purchaser owns approximately 99% of the issued and
outstanding Shares (approximately 72% on a fully diluted basis). Pursuant
to the Agreement and Plan of Merger dated as of June 2, 1999 by and among
Parent, the Purchaser and the Company (as defined herein), the outstanding
stock options to purchase an aggregate of 3,998,000 Shares and outstanding
warrants to purchase 8,599,563 Shares will be canceled immediately before
the merger of the Purchaser with and into the Company, and each holder
thereof, in cancellation and settlement therefore, shall be entitled to
payment in cash equal to the difference between the exercise price of such
options and $19.00. Any Shares not purchased in the Offer will be canceled
and become the right to receive $19.00 per Share when the merger of the
Purchaser with and into the Company is completed.
<PAGE>
This Amendment No. 5 amends and supplements the Tender Offer Statement on
Schedule 14D-1 and Statement on Schedule 13D filed on June 8, 1999 (as amended
and supplemented, the "Schedule 14D-1/13D") relating to the offer (the "Offer")
by Bison Acquisition Corp. (the "Purchaser"), a Delaware corporation and a
wholly owned subsidiary of United Pan-Europe Communications N.V, a corporation
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 @ 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-1. Capitalized
terms used herein and not otherwise defined have the meanings ascribed thereto
in the Offer to Purchase.
Item 6. Interest in Securities of the Subject Company
Item 6 is hereby amended and supplemented by adding thereto the following:
On August 6, 1999, the Purchaser 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.
Item 10. Additional Information.
Item 10(f) is hereby amended and supplemented as follows:
The Offer terminated at 12:00 midnight, New York City time, on Thursday,
August 5, 1999.
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)(12).
Item 11. Material to be Filed as Exhibits.
Item 11 of the Schedule 14D-1/13D is hereby amended and supplemented to add
the following:
Exhibit Number Description
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Exhibit (a)(12) Press release issued on August 6, 1999
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: August 6, 1999 United Pan-Europe Communications N.V
By: /s/ Mark Schneider
------------------------------------
Name: Mark Schneider
Title: Chairman of the Board and
Chief Executive Officer
Dated: August 6, 1999 Bison Acquisition Corp.
By: /s/ Mark Schneider
------------------------------------
Name: Mark Schneider
Title: President
Dated: August 6, 1999 UnitedGlobalCom, Inc.
By: /s/ Ellen P. Spangler
------------------------------------
Name: Ellen P. Spangler
Title: Senior Vice President
United Pan-Europe Communications
UPC
[OBJECT OMITTED]
For immediate release
UPC COMPLETES TENDER OFFER FOR @ENTERTAINMENT
Amsterdam, The Netherlands - 6th August 1999: United Pan-Europe Communications
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.
- END -
For further information:
Henrietta Hirst, Director, Group Corporate Communications, UPC
Tel: + 44 171 518 7996
Email: [email protected]
Robert E. Fowler III, Chief Executive Officer of @Entertainment
Tel: + 44 171 478 3800
Email: [email protected]
Donald Miller Jones, Chief Financial Officer of @Entertainment
Tel: + 44 171 478 3810
Email: [email protected]
