<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 1999
REGISTRATION NO. 333-82029
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
PRE-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
@ ENTERTAINMENT, INC.
(Exact name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 4841 06-1487156
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code) Identification No.)
</TABLE>
------------------------
ONE COMMERCIAL PLAZA
HARTFORD, CT 06103-3585
(860) 549-1674
(Address, including zip code and telephone number, including area
code, or registrant's principal executive offices)
ROBERT E. FOWLER, III
@ ENTERTAINMENT, INC.
ONE COMMERCIAL PLAZA
HARTFORD, CT 06103-3585
(860) 549-1674
(Name, address, including zip code and telephone number, including area code, of
agent for service)
------------------------
COPIES TO:
MARC R. PAUL, ESQ.
BAKER & MCKENZIE
815 CONNECTICUT AVENUE, N.W.
WASHINGTON, D.C. 20006
(202) 452-7034
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this registration statement.
If the securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this form are to be offered
this form are to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check following
box. /X/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE: This Pre-Effective Amendment No. 1 to the Registration
Statement on Form S-3 (File No. 333-82029) of @ Entertainment, Inc. is filed
solely for the purpose of filing Exhibit 12 and therefore only Part II of the
Registration Statement is included herein.
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following are the estimated expenses (other than underwriting discounts
and commissions) of the issuance and distribution of the securities being
registered to be paid by our company.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............... $ 35,458
Printing and engraving expenses................................... $ 50,000
Accounting fees and expenses...................................... $ 15,000
Blue Sky fees and expenses........................................ $ 1,500
Listing fees...................................................... $ 17,500
Counsel Fees...................................................... $ 25,000
Miscellaneous..................................................... $ 5,000
Total............................................................. $ 149,458
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law permits a corporation to
indemnify its directors, officers, employees and other agents in terms
sufficiently broad to permit indemnification (including reimbursement for
expenses) under certain circumstances for liabilities arising under the
Securities Act of 1933.
@ Entertainment's Bylaws provide for the indemnification of directors and
executive officers to the fullest extent not prohibited by the Delaware General
Corporation Law and authorize the indemnification by @ Entertainment of other
officers, employees and other agents as set forth in the Delaware General
Corporation Law. @ Entertainment has entered into, or will enter into,
indemnification agreements with its directors and executive officers, in
addition to the indemnification provided for in @ Entertainment's Bylaws. The
Purchase Agreement filed as Exhibit 1.1 and the Registration Rights Agreements
filed as Exhibit 4.5 to this registration statement provides for indemnification
by Merrill Lynch and Deutsche Bank of @ Entertainment and its officers and
directors for certain liabilities arising under the Securities Act of 1933 or
otherwise. The Purchase Agreements filed as Exhibits 1.2 and 1.3 and the
Registration Rights Agreements filed as Exhibit 4.4 and 4.6 to this registration
statement provides for indemnification by Morgan Grenfell Private Equity Limited
on behalf of Morgan Grenfell Development Capital Syndication Limited and by
Arnold Chase, Cheryl Chase and Rhoda Chase and The Darland Trust, as applicable
of @ Entertainment and its officers and directors for certain liabilities
arising under the Securities Act of 1933 or otherwise.
The merger agreement provides that, from and after the effective time of the
merger, UPC and the surviving corporation will jointly and severally indemnify,
defend and hold harmless certain individuals specified on the Company Disclosure
Statement, and each of the present and former officers and directors of ours and
any of our subsidiaries, former subsidiaries and our predecessors, and any
person who is or was serving at our request as an officer, director or employee
or agent of another person or entity (collectively, the "Indemnified
Parties"),against all losses, expenses, claims, damages or liabilities arising
out of actions or omissions occurring on or before the effective time of the
merger (including the transactions contemplated by the merger agreement) to the
fullest extent permitted under applicable law (and shall also, subject to
certain limitations, advance expenses as incurred to the fullest extent
permitted under applicable law; PROVIDED that, the person to whom expenses are
advanced provides an undertaking reasonably satisfactory to us to repay such
advances if it is ultimately
II-1
<PAGE>
determined that such person is not entitled to indemnification); PROVIDED,
HOWEVER, that such indemnification shall be provided only to the extent any
directors' and officers' liability insurance policy of our company or our
subsidiaries does not provide coverage and actual payment thereunder with
respect to the matters that would otherwise be subject to indemnification
hereunder (it being understood that UPC or the surviving corporation shall,
subject to certain limitations, advance expenses on a current basis as provided
in this paragraph notwithstanding such insurance coverage to the extent that
payments thereunder have not yet been made, in which case UPC or the surviving
corporation, as the case may be, shall be entitled to repayment of such advances
from the proceeds of such insurance coverage).UPC and surviving corporation have
agreed that all rights to indemnification, including provisions relating to
advances of expenses incurred in defense of any action, suit or proceeding,
whether civil, criminal, administrative or investigative (each, a "Claim"),
existing in favor of the Indemnified Parties as provided in our Amended and
Restated Certificate of Incorporation or By-Laws or pursuant to other
agreements, or certificates of incorporation or by-laws or other similar
documents of any of our subsidiaries, as in effect as of the date of the merger
agreement, with respect to matters occurring through the effective time of the
merger, shall survive the merger and shall continue in full force and effect for
a period of not less than six years from the effective time of the merger;
PROVIDED, HOWEVER, that all rights to indemnification in respect of any Claim
asserted, made or commenced within such period shall continue until the final
disposition of such Claim. The merger agreement also provides that the surviving
corporation shall maintain in effect for not less than six years after the
effective time of the merger the current policies of directors' and officers'
liability insurance maintained by us and our subsidiaries with respect to
matters occurring before the effective time of the merger; PROVIDED, HOWEVER,
that in no event shall UPC be required to expend in any one year an amount in
excess of 150% of the annual premiums currently paid by us for such insurance;
PROVIDED, FURTHER, HOWEVER, that the surviving corporation may substitute
therefor policies of at least the same coverage containing terms and conditions
which are no less advantageous to the Indemnified Parties with an insurance
company or companies, the claims paying ability of which is substantially
equivalent to the claims paying ability of the insurance company or companies
providing such insurance coverage for directors and officers of UPC.
Officers and directors of @ Entertainment will be covered by insurance which
(with certain exceptions and within certain limitations) indemnifies them
against losses and liabilities arising from any alleged "wrongful act" including
any alleged error or misstatement or misleading statement, or wrongful act or
omission or neglect or breach of duty.
II-2
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following is a complete list of exhibits filed as part of this
registration statement, which are incorporated herein.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
1.1 Purchase Agreement dated January 22, 1998 between @Entertainment and Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, and Deutsche Bank Securities Inc. relating to 256,800 units
consisting of 14 1/2% Senior Discount Notes due 2009 and 1,027,000 warrants to purchase an aggregate of
1,813,665 shares of common stock. (Incorporated by reference to Exhibit 1.1 of @Entertainment's
Registration Statement on Form S-4, Registration No. 333-72361.)
1.2 Form of Purchase Agreement dated January 22, 1999, between @Entertainment and Arnold Chase, Cheryl
Chase, and Rhoda Chase relating to 5000 shares of Series B 12% Cumulative Preference Stock and 5,000
warrants to purchase an aggregate of 4,950,000 shares of Common Stock.*
1.3 Form of Purchase Agreement dated January 22, 1999, between @Entertainment and Morgan Grenfell Private
Equity Limited on behalf of Morgan Grenfell Development Capital Syndication Limited relating to 45,000
shares of Series A 12% Cumulative Preference Stock and 45,000 Warrants to Purchase an Aggregate of
4,950,000 Shares of Common Stock.*
2.1 Contribution Agreement among Polish Investment Holdings, LP ("PIHLP"), ECO Holdings Limited Partnership
("ECO"), Roger M. Freedman, Steele LLC, the AESOP Fund LP, the Cheryl Anne Chase Marital Trust (the
"CACMT") and @Entertainment, dated as of June 22, 1997. (Incorporated by reference to Exhibit 2.1 of
@Entertainment's Registration Statement on Form S-1, Registration No. 333-29869)
2.2 Purchase Agreement among ECO, @Entertainment, and L. Ciesla International, Inc., dated as of June 22,
1997. (Incorporated by reference to Exhibit 2.2 of @Entertainment's Registration Statement on Form S-1,
Registration No. 333-29869)
2.3 Merger Agreement and Plan of Merger among @Entertainment, Inc., United-Pan Europe Communications N.V.,
and Bison Acquisition Corp., dated as of June 2, 1999 (Incorporated by reference to Exhibit (c)(1) of
@Entertainment, Inc.'s Schedule 14D-9)
2.4 Form of Common Stockholder Agreement, dated as of June 2, 1999, between United-Pan Europe Communications
N.V., Bison Acquisition Corp. and certain common stockholders of @Entertainment, Inc.*
2.5 Form of Preferred Stockholder Agreement, dated as of June 2, 1999, among United-Pan Europe
Communications N.V., Bison Acquisition Corp. and each of the holders of Preference Shares of
@Entertainment, Inc.*
2.6 Confidentiality Agreement between @Entertainment, Inc. and United Pan-Europe Communications N.V., dated
April 12, 1999 (Incorporated by reference to Exhibit (c)(2) of @Entertainment, Inc.'s Schedule 14D-9)
4.1 Form of Indenture dated as of January 27, 1999 between @Entertainment and Bankers Trust Company relating
to @Entertainment's 14 1/2% Senior Discount Notes due 2009 and its 14 1/2% Series B Senior Discount
Notes due 2009.*
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
4.2 Warrant Agreement, dated as of January 27, 1999 by and between @Entertainment and Bankers Trust Company,
relating to 1,027,200 warrants to purchase an aggregate of 1,813,665 shares of common stock.
(Incorporated by reference to Exhibit 4.6 of @Entertainment, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1998.)
4.3 Form of Preference Warrant Agreement, dated as of January 27, 1999 by and between @Entertainment and
Bankers Trust Company, relating to 5,500,000 warrants to purchase an aggregate of 5,000,000 shares of
common stock.*
4.4 Preference Registration Rights Agreement, dated as of January 27, 1999 among @Entertainment and Morgan
Grenfell Private Equity Limited on behalf of Morgan Grenfell Development Capital Syndication Limited,
Arnold Chase, Cheryl Chase, Rhoda Chase and The Darland Trust. (Incorporated by reference to Exhibit
4.11 of @Entertainment, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1998.)
4.5 Warrant Registration Rights Agreement dated as of January 27, 1999 between @Entertainment and Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities and Deutsche
Bank Securities Inc. (Incorporated by reference to Exhibit 4.13 of @Entertainment, Inc.'s Annual Report
on Form 10-K for the year ended December 31, 1998.)
4.6 Form of Preference Warrant Registration Rights Agreement, dated as of January 27, 1999 among
@Entertainment and Morgan Grenfell Private Equity Limited on behalf of Morgan Grenfell Development
Capital Syndication Limited, Arnold Chase, Cheryl Chase, Rhoda Chase and The Darland Trust.*
4.7 Certificate of Designations, Preferences and Rights of Series A 12% Cumulative Preference Shares and
Series B 12% Cumulative Preference Shares. (Incorporated by reference to Exhibit 4.15 of @Entertainment,
Inc.'s Annual Report on Form 10-K for the year ended December 31, 1998.)
4.8 Form of Note Warrant (Contained in Warrant Agreement filed as Exhibit 4.2).
4.9 Form of Preference Warrant (Contained in Preference Warrant Agreement filed as Exhibit 4.3).
5.1 Opinion of Baker & McKenzie with respect to legality of the securities being registered.*
12 Statement re computation of ratios.
23.1 Consent of KPMG Polska sp. z.o.o. with respect to @Entertainment.*
23.2 Consent of Baker & McKenzie with respect to the legality of the securities being registered (contained
in Exhibit 5).
24 Power of Attorney (included on the signature pages in Part II of this registration statement).
27 Financial Data Schedule.*
</TABLE>
* Filed previously
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
II-4
<PAGE>
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference into the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this pre-effective amendment no. 1 to the registration statement
to be signed on its behalf by the undersigned, there unto duly authorized, in
the City of London, England on the 1st day of July, 1999.
@ ENTERTAINMENT, INC.
BY: /s/ ROBERT E. FOWLER, III
-----------------------------------------
Robert E. Fowler, III
CHIEF EXECUTIVE OFFICER
In accordance with the requirements of the Securities Act of 1933, this
pre-effective amendment no. 1 to the registration statement has been signed by
the following persons in the capacities and on the dates stated.
SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------
/S/ ROBERT E. FOWLER, III Chief Executive Officer and
- ------------------------------ Director (Principal July 1, 1999
Robert E. Fowler, III Executive Officer)
Chief Financial Officer
/S/ DONALD MILLER-JONES (Principal Financial and
- ------------------------------ Principal Accounting July 1, 1999
Donald Miller-Jones* Officer)
/S/ DAVID T. CHASE Director
- ------------------------------ July 1, 1999
David T. Chase*
/S/ ARNOLD L. CHASE Director
- ------------------------------ July 1, 1999
Arnold L. Chase*
/S/ DAVID CHANCE Director
- ------------------------------ July 1, 1999
David Chance*
Director
- ------------------------------
Samuel Chisholm
/S/ AGNIESZKA HOLLAND Director
- ------------------------------ July 1, 1999
Agnieszka Holland*
/S/ SCOTT A. LANPHERE Director
- ------------------------------ July 1, 1999
Scott A. Lanphere*
/S/ JERZY Z. SWIRSKI Director
- ------------------------------ July 1, 1999
Jerzy Z. Swirski*
<TABLE>
<S> <C> <C> <C>
*By Power of Attorney:
/s/ ROBERT E. FOWLER, III
- -------------------------------
Robert E. Fowler, III
ATTORNEY-IN-FACT
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
1.1 Purchase Agreement dated January 22, 1998 between @Entertainment and Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, and Deutsche Bank Securities Inc. relating to 256,800 units
consisting of 14 1/2% Senior Discount Notes due 2009 and 1,027,000 warrants to purchase an aggregate of
1,813,665 shares of common stock. (Incorporated by reference to Exhibit 1.1 of @Entertainment's
Registration Statement on Form S-4, Registration No. 333-72361.)
1.2 Form of Purchase Agreement dated January 22, 1999, between @Entertainment and Arnold Chase, Cheryl
Chase, and Rhoda Chase relating to 5000 shares of Series B 12% Cumulative Preference Stock and 5,000
warrants to purchase an aggregate of 4,950,000 shares of Common Stock.*
1.3 Form of Purchase Agreement dated January 22, 1999, between @Entertainment and Morgan Grenfell Private
Equity Limited on behalf of Morgan Grenfell Development Capital Syndication Limited relating to 45,000
shares of Series A 12% Cumulative Preference Stock and 45,000 Warrants to Purchase an Aggregate of
4,950,000 Shares of Common Stock.*
2.1 Contribution Agreement among Polish Investment Holdings, LP ("PIHLP"), ECO Holdings Limited Partnership
("ECO"), Roger M. Freedman, Steele LLC, the AESOP Fund LP, the Cheryl Anne Chase Marital Trust (the
"CACMT") and @Entertainment, dated as of June 22, 1997. (Incorporated by reference to Exhibit 2.1 of
@Entertainment's Registration Statement on Form S-1, Registration No. 333-29869)
2.2 Purchase Agreement among ECO, @Entertainment, and L. Ciesla International, Inc., dated as of June 22,
1997. (Incorporated by reference to Exhibit 2.2 of @Entertainment's Registration Statement on Form S-1,
Registration No. 333-29869)
2.3 Merger Agreement and Plan of Merger among @Entertainment, Inc., United-Pan Europe Communications N.V.,
and Bison Acquisition Corp., dated as of June 2, 1999 (Incorporated by reference to Exhibit (c)(1) of
@Entertainment, Inc.'s Schedule 14D-9)
2.4 Form of Common Stockholder Agreement, dated as of June 2, 1999, between United-Pan Europe Communications
N.V., Bison Acquisition Corp. and certain common stockholders of @Entertainment, Inc.*
2.5 Form of Preferred Stockholder Agreement, dated as of June 2, 1999, among United-Pan Europe
Communications N.V., Bison Acquisition Corp. and each of the holders of Preference Shares of
@Entertainment, Inc.*
2.6 Confidentiality Agreement between @Entertainment, Inc. and United Pan-Europe Communications N.V., dated
April 12, 1999 (Incorporated by reference to Exhibit (c)(2) of @Entertainment, Inc.'s Schedule 14D-9)
4.1 Form of Indenture dated as of January 27, 1999 between @Entertainment and Bankers Trust Company relating
to @Entertainment's 14 1/2% Senior Discount Notes due 2009 and its 14 1/2% Series B Senior Discount
Notes due 2009.*
4.2 Warrant Agreement, dated as of January 27, 1999 by and between @Entertainment and Bankers Trust Company,
relating to 1,027,200 warrants to purchase an aggregate of 1,813,665 shares of common stock.
(Incorporated by reference to Exhibit 4.6 of @Entertainment, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1998.)
4.3 Form of Preference Warrant Agreement, dated as of January 27, 1999 by and between @Entertainment and
Bankers Trust Company, relating to 5,500,000 warrants to purchase an aggregate of 5,000,000 shares of
common stock.*
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
4.4 Preference Registration Rights Agreement, dated as of January 27, 1999 among @Entertainment and Morgan
Grenfell Private Equity Limited on behalf of Morgan Grenfell Development Capital Syndication Limited,
Arnold Chase, Cheryl Chase, Rhoda Chase and The Darland Trust. (Incorporated by reference to Exhibit
4.11 of @Entertainment, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1998.)
4.5 Warrant Registration Rights Agreement dated as of January 27, 1999 between @Entertainment and Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities and Deutsche
Bank Securities Inc. (Incorporated by reference to Exhibit 4.13 of @Entertainment, Inc.'s Annual Report
on Form 10-K for the year ended December 31, 1998.)
4.6 Form of Preference Warrant Registration Rights Agreement, dated as of January 27, 1999 among
@Entertainment and Morgan Grenfell Private Equity Limited on behalf of Morgan Grenfell Development
Capital Syndication Limited, Arnold Chase, Cheryl Chase, Rhoda Chase and The Darland Trust.*
4.7 Certificate of Designations, Preferences and Rights of Series A 12% Cumulative Preference Shares and
Series B 12% Cumulative Preference Shares. (Incorporated by reference to Exhibit 4.15 of @Entertainment,
Inc.'s Annual Report on Form 10-K for the year ended December 31, 1998.)
4.8 Form of Note Warrant (Contained in Warrant Agreement filed as Exhibit 4.2).
4.9 Form of Preference Warrant (Contained in Preference Warrant Agreement filed as Exhibit 4.3).
5.1 Opinion of Baker & McKenzie with respect to legality of the securities being registered.*
12 Statement re computation of ratios.
23.1 Consent of KPMG Polska sp. z.o.o. with respect to @Entertainment.*
23.2 Consent of Baker & McKenzie with respect to the legality of the securities being registered (contained
in Exhibit 5).
24 Power of Attorney (included on the signature pages in Part II of this registration statement).
27 Financial Data Schedule.*
</TABLE>
* Filed previously.
<PAGE>
EXHIBIT 12
@ ENTERTAINMENT, INC. AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED
STOCK DIVIDENDS
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
THREE MONTHS YEAR ENDED DECEMBER 31,
ENDED ----------------------------------------------------
MARCH 31, 1999 1998 1997 1996 1995 1994
--------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Loss before income taxes (34,607) (125,855) (55,799) (3,631) (689) (1,580)
Fixed charges:
Interest expense on all indebtedness
including amortization of deferred financing costs 11,845 21,957 13,902 4,597 4,373 2,327
Other 0 0 0 0 380 170
--------------------------------------------------------------------
11,845 21,957 13,902 4,597 4,753 2,497
Net earnings available for combined fixed charges
and preferred stock dividends (22,762) (103,898) (41,897) 966 4,064 917
Combined fixed charges and preferred stock dividends:
Interest expense on all indebtedness
including amortization of deferred financing costs 11,845 21,957 13,902 4,597 4,373 2,327
Preferred stock dividends 0 0 0 1,738 0 1,811
Other 0 0 0 0 380 170
--------------------------------------------------------------------
Total combined fixed charges and preferred
stock dividends 11,845 21,957 13,902 6,335 4,753 4,308
Ratio of earnings to combined fixed charges and
preferred stock dividends N/A N/A N/A 0.15 0.86 0.21
</TABLE>
