<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTIONS 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
July 7, 1999
Date of Report (Date of earliest event reported)
@ Entertainment, Inc.
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(Exact name of Registrant as Specified in Charter)
Delaware 000-22877 06-1487156
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(State or Other Juris. of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
One Commercial Plaza
Hartford, Connecticut 06103-3585
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(Address of Principal
Executive Offices)
(860) 549-1674
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(Registrant's telephone number,
including area code)
<PAGE>
Item 5. Other Events.
This disclosure amends and supplements @ Entertainment, Inc.'s disclosure
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.
On July 7, 1999, the Purchaser and Parent together issued a press release
announcing the extension of the Expiration Date of the Offer until Midnight,
New York City time, on Thursday, August 5, 1999, unless further extended. A
copy of the press release is attached hereto as Exhibit 99 and is
incorporated herein by reference.
2
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
<TABLE>
<CAPTION>
Number Description
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<S> <C>
99 Press Release of United Pan-Europe
Communications, N.V. and Bison Acquisition
Corp. dated July 7, 1999.
</TABLE>
3
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
@ Entertainment, Inc.
Date: July 7, 1999 By: /s/ Donald Miller-Jones
--------------------------------
By: Donald Miller-Jones
Its: Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER DESCRIPTION PAGE
<S> <C>
99. Press Release of United Pan-Europe Communications, N.V. and Bison
Acquisition Corp. dated July 7, 1999.
</TABLE>
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[UPC Letterhead]
Exhibit (a)(7)
IMMEDIATE RELEASE
UPC FILES EXTENSION OF @ ENTERTAINMENT TENDER
OFFER WITH SEC
AMSTERDAM, THE NETHERLANDS 7TH JULY: United Pan-Europe
Communications, N.V. and Bison Acquisition Corp. (a wholly-owned subsidiary)
today announced that they have extended the period for their tender offer for
shares of @ Entertainment, Inc. (NASDAQ: ATEN) to 12:00 midnight, New York
City time, on Thursday, August 5, 1999. The offer had previously been
scheduled to expire at 12:00 midnight, New York City time, on Tuesday, July
6, 1999.
The extension has been made as contemplated by the terms of the
Agreement and Plan of Merger by and among United Pan-Europe Communications N.V.
(UPC), Bison Acquisition Corp. and @ Entertainment, Inc. (@ Entertainment), in
order to allow UPC to finalize its financing within the timeframe originally
contemplated by the parties.
Further, UPC announced the early termination of the fifteen-day waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, applicable to the purchase of shares pursuant to the offer, on Friday,
July 2, 1999. The waiting period was due to expire on Wednesday, July 7, 1999.
UPC also announced that, on Tuesday, June 29, 1999, the Polish
Competition and Consumer Protection Office issued a statement expressing its
lack of objection to Bison Acquisition Corp.'s intended acquisition of
@ Entertainment. The parties have also determined that no filing will be
required with the Commission of the European Community with respect to the
acquisition by UPC of @ Entertainment.
At the close of trading in New York on Tuesday, July 6, 1999,
31,476,904 shares of common stock of @ Entertainment had been validly tendered
in connection with the offer comprising approximately 94.2% (or approximately
67.6% on a fully diluted basis) of the common stock of @ Entertainment.
As set forth in UPC's offer to purchase in respect of its tender offer,
holders of common stock, warrants, and options of @ Entertainment representing
48.4% of the issued and outstanding common stock and 51% of the common stock on
a fully diluted basis have entered into agreements to tender all of their common
stock in @ Entertainment.
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Headquartered in Amsterdam, UPC owns and operates the largest
pan-European group of broadband communication networks. UPC provides cable
television, telephony, high speed Internet access and programming services in
ten countries across Europe and Israel. As of 30th June 1999, UPC's systems
passed approximately 7.7 million homes with 5.1 million basic cable subscribers,
of which approximately 500,000 take an expanded tier service. In addition, UPC
had 118,000 telephone access lines and 20,500 carrier select customers, as well
as 42,000 broadband Internet access subscribers. UPC completed an IPO in
February 1999 and its shares are traded on the Amsterdam Stock Exchange ("UPC")
(NASDAQ: "UCOMA"). Microsoft has an interest of approximately 7.8% in UPC.
FOR FURTHER INFORMATION:
UNITED PAN-EUROPE COMMUNICATIONS N.V.
Steve Butler, Managing Director of Capital Markets/Treasurer/Investor Relations
31 20 778 9860
email: [email protected]
Henrietta Hirst, Director of Group Corporate Communications
44 171 518 7980
email: [email protected]
THE INFORMATION AGENT FOR THE TENDER OFFER IS:
Mackenzie Partners, Inc.
1-(800) 322-2885 or (212) 929-5500
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