<PAGE>
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
July 29, 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 they may be amended from time to time.
The offer price in the Offer and the merger consideration will be
funded out of a portion of the proceeds of a private placement of debt
securities by the Parent (the "Offering"). On July 29, 1999, Parent announced
that on July 27, 1999, Parent entered into a Purchase Agreement with
Donaldson, Lufkin & Jenrette International and Goldman Sachs International
(as representatives of several purchasers (the "Purchasers") named in the
Purchase Agreement) pursuant to which the Purchasers, subject to the
conditions set forth in the Purchase Agreement, agreed to purchase (x) [Euro]
300 million aggregate principal amount of 10 7/8% senior notes due 2009 (the
"Senior EuroNotes"); (y) $800 million in aggregate principal amount of
10 7/8% senior notes due 2009 (the "Senior Dollar Notes" and, together with
the Senior EuroNotes, the "Senior Notes'); and (z) $735 million in aggregate
principal amount at maturity of 12 1/2% senior discount notes due 2009 (the
"Senior Discount Notes and, together with the Senior Notes, the "Notes").
Parent announced that the Notes will mature ten years from their
date of issuance and the issue prices will be 100%, plus accrued interest, if
any, from July 30, 1999 in the case of the Senior Euro Notes, 100%, plus
accrued interest, if any, from July 30, 1999 in the case of the Senior Dollar
Notes, and $545.21 per $1,000 principal amount of maturity in the case of
the Senior Discount Notes. The Senior Discount Notes will accrete at a rate
of 12 1/2% per annum, compounded semi-annually, to an aggregate principal
amount of $735 million at August 1, 2004. The Notes will bear interest at an
annual rate of 10 7/8% for the Senior Euro Notes and 10 7/8% for the Senior
Dollar Notes payable semi-annually in cash in arrears on February 1 and
August 1 of each year, commencing February 1, 2000. The Senior Discount Notes
will accrue interest at the rate of 12 1/2% per annum, commencing August 1,
2004. Interest on the Senior Discount Notes will be payable semi-annually in
cash in arrears on February 1 and August 1 of each year, commencing February 1,
2005. The purchase of the Notes by the Purchasers, which closed on July 30,
1999, is subject to customary conditions for private placements of notes of
the type being sold including (i) the accuracy of certain representations and
warrants of Parent, (ii) the performance by Parent of certain obligations and
(iii) the delivery of opinions by Parent's accountants and legal advisors.
Parent announced that approximately $925 million of the net proceeds
to Parent from the sale of the Notes will be used to pay the offer price in
the Offer and the merger consideration and to pay related fees and expenses.
The documentation covering the Notes will contain certain covenants
that, among other things, place certain limitations on Parent's ability, and
the ability of Parent's subsidiaries, to (i) borrow money, (ii) issue capital
stock, (iii) pay dividends on stock or repurchase stock, (iv) make
investments, (v) created certain liens, (vi) engage in certain transactions
with affiliates, and (vii) sell contain assets or merge with or into other
companies.
On July 30, 1999, Parent issued a press release announcing that it
has completed the Offering. Such press release is attached as an exhibit
thereto and incorporated herein by reference.
On July 30, 1999, Parent announced that at the close of trading in
New York, on Thursday, July 29, 1999, 30,199,315 shares of Common Stock of
the Company had been validly tendered in connection with the Offer comprising
approximately 88.0% (or approximately 64.7% on a fully diluted basis) of the
Common Stock of the Company.
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>
99.1 Press Release of Parent, dated July 29, 1999
99.2 Press Release of Parent, dated July 30, 1999
</TABLE>
2
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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 3, 1999 By: /s/ DONALD MILLER-JONES
--------------------------------
By: Donald Miller-Jones
Its: Chief Financial Officer
3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER DESCRIPTION PAGE
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<S> <C> <C>
99.1 Press Release of Parent, dated July 29, 1999
99.2 Press Release of Parent, dated July 30, 1999
</TABLE>
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Exhibit 99.1
UPC COMPLETES EUROPE'S LARGEST HIGH YIELD BOND OFFERING
AMSTERDAM, NETHERLANDS, JULY 29/PRNEWSWIRE/: United Pan-Europe Communications
has today announced that it has priced its $1.5 billion bond offering. The
offering consists of three tranches: $800 million of ten year Senior Notes
due 2009 with a 10 7/8% coupon; 300 million Euros of ten year Senior Notes
due 2009 with a coupon of 10 7/8%; and $735 million aggregate principal
amount of ten year 12 1/2% Senior Discount Notes due 2009. The Senior
Discount Notes were sold at 54.521% of the face amount yielding cross
proceeds of $400 million and will accrue but not pay interest until 2004.
Total gross proceeds from the sale of the Senior Notes and Senior Discount
Notes will be approximately $1.5 billion.
Upon closing of the transaction, the $800 million of Senior Notes will be
swapped into Euros to minimize UPC's currency and interest rate exposure.
The swap will yield an average interest rate on the swap portion of 7.8% and
a weighted average interest rate on the total $1.5 billion offering of 9.7%.
UPC intends to use the proceeds of the offering to partially finance recently
announced acquisitions.
Mark Schreider, Chairman and CEO of UPC, commenting on the bond offering said
today: "We are delighted to complete what is Europe's largest ever high
yield offering, particularly given the recent bond market turbulence. This
financing provides UPC with the capital necessary to continue our expansion
throughout Europe and our aggressive roll out of digital video, voice and
high speed data services."
The debt securities to be offered have not been, and will not be, registered
under the US Securities Act of 1933 and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements. The notes will be listed on the Luxembourg Stock
Exchange and will trade on the PORTAL market of the NASD. The offering is
expected to close on July 30, 1999.
Headquartered in Amsterdam, UPC is the most innovative broadband
communications company 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 June 30th, 1999, subject
to closure of recently announced acquisitions, UPC's systems passed
approximately 8.8 million homes with more than 5.5 million basic cable
subscribers. In addition, UPC systems had 139,600 telephone access lines as
well as 52,700 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.
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("United"), (Nasdaq "UCOMA"). Microsoft has an interest of approximately 7.8%
in UPC.
"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.
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EXHIBIT 99.2
United Pan Europe Communications NV (ticker: UPCOY,
exchange: Nasdaq) News Release - Friday, July 30, 1999
UPC FINALISES EUROPE'S LARGEST HIGH YIELD BOND OFFERING
Amsterdam, The Netherlands, July 30/PRNewswire/--United Pan-Europe
Communications (Nasdaq: UPCOY; Amsterdam: UPC) has today announced that it
has completed its $1.5 billion bond offering. The offering consists of three
tranches: $800 million of ten year Senior Notes due 2009 with a 10-7/8%
coupon; 300 million Euros of ten year Senior Notes due 2009 with a coupon of
10-7/8%; and $735 million aggregate principal amount of ten year 12-1/2
Senior Discount Notes due 2009. The Senior Discount Notes were sold at
54.521% of the face amount yielding gross proceeds of $400 million and will
accrue but not pay interest until 2004. Total gross proceeds from the sale of
the Senior Notes and Senior Discount Notes are $1.5 billion.
The $800 million of Senior Notes will be swapped into Euros to minimize UPC's
currency and interest rate exposure. The swap will yield an average rate on
the swap portion of 7.8% and a weighted average interest rate on the total
$1.5 billion offering of 9.7%.
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, subject to completion of the @Entertainment
acquisition, and in Israel. As of March 31st 1999, subject to closure of
recently announced acquisitions, UPC's systems passed approximately 8.8
million homes with 5.5 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.
"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.
