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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTIONS 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
August 6, 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)
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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 amended from time to time.
On August 6, 1999, the Purchaser reported that, it had 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%
Cummulative Preference Shares of the Company.
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)(10)
and is incorporated herein by reference.
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.
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Number Description
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99.1 Press Release of Parent, dated August 6, 1999
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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: August 6, 1999 By: /s/ DONALD MILLER-JONES
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By: Donald Miller-Jones
Its: Chief Financial Officer
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EXHIBIT INDEX
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99.1 Press Release of Parent, dated August 6, 1999
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Exhibit 99.1
UPC COMPLETES TENDER OFFER FOR @ENTERTAINMENT
AMSTERDAM, Netherlands, Aug. 6 /PRNewswire/ -- United Pan-Europe
Communications (Nasdaq: UPCOY) 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.
SOURCE United Pan-Europe Communications
"Safe Harbor" Statement under the Private Securities Litigation Reform
Act of 1995: Statements in this press release regarding United Pan
Europe Communications NV's business which are not historical facts are
"forward-looking statements" that involve risks and uncertainties. For
a discussion of such risks and uncertainties, which could cause actual
results to differ from those contained in the forward-looking
statements, see "Risk Factors" in the Company's Annual Report or Form
10-K for the most recently ended fiscal year.
