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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
June 2, 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.
On June 2, 1999, @ Entertainment, Inc. (the "Company") issued a
press release related to the announcement of United Pan-European
Communications B.V.'s tender offer for all of the outstanding shares of the
Company's common stock. A copy of the press release is attached as exhibit 99
and is incorporated herein by reference.
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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.
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Number Description
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<S> <C>
99 Press Release of @ Entertainment, Inc.
dated June 2, 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: June 2, 1999 By: /s/ ROBERT E. FOWLER, III
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By: Robert E. Fowler, III
Its: Chief Executive Officer
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EXHIBIT INDEX
NUMBER DESCRIPTION PAGE
99. Press Release of @ Entertainment, Inc. dated June 2, 1999.
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Exhibit 99
UNITED PAN-EUROPE COMMUNICATIONS EXPANDS ITS EASTERN
EUROPEAN FOOTPRINT BY ACQUIRING POLAND'S LEADING CABLE, DTH
AND PROGRAMMING NETWORK
@Entertainment Merger adds 948,150 Subscribers
Amsterdam... United Pan-Europe Communications (UPC) (Steve, our ticker
symbols are included in boiler plate: can we leave them there for ease of
reading this text) today announced that it has signed a definitive agreement
to acquire @Entertainment, Inc. (ATEN), the leading Polish cable, DTH, and
programming provider, in an all cash transaction valuing ATEN at $19.00 per
share.
The merger agreement, which has been unanimously approved by the Board of
Directors of UPC and @Entertainment, provides that UPC through a wholly owned
subsidiary, will launch a tender offer to acquire all of the outstanding
shares of @Entertainment's common stock. Concurrent with the execution of the
merger agreement, certain holders of common stock, warrants, and options of
@Entertainment representing 48.7% of the issued and outstanding common stock
and 51.7% of the common stock on a fully diluted basis have entered into
agreements to tender all of their equity interests in ATEN.
@Entertainment is the leading integrated provider of pay cable television and
digital satellite direct-to-home (DTH) services in Poland. @Entertainment
also has significant interests in the packaging and delivery of high quality
television programming and owns the Polish rights to valuable programming
such as Wizja Sports Channel (with football, basketball, and local sports
programming), HBO (on DTH), Discovery Channel, Fox Kids and CNN. UPC intends
to capitalise upon this across its cable networks in the Eastern European
region.
As of April 30, 1999 @Entertainment's cable systems passed 1,659,000 homes
with approximately 948,150 subscribers, of which 245,713 subscribe to its
broadcast cable TV package and 702,439 subscribe to an expanded basic
programming offering. Seventy three percent of @Entertainment's subscribers
are served by 860 Mhz plant, with only modest additional investment required
to upgrade the network to fully two-way interactive cable capable of
delivering UPC's "triple play" of video, voice and data services.
Announcing the merger agreement, Mark Schneider, Chairman and CEO of UPC,
commented today:
"@Entertainment is a critical addition to our pan-European strategy and
compliments UPC's stated ambition of making selective complementary
acquisitions in Europe. UPC is the leading provider of broadband cable
services in Central Europe with strong positions in Hungary and the
Slovak Republic, a sizeable stake in the Czech Republic, and now a
premiere position in Poland. UPC has built a substantial platform for
itself in Eastern Europe to which it can provide its broadband cable
multi-media services. Our chello broadband Internet service will be made
available in Poland as quickly as possible as will our Priority Telecom
service when regulations permit. @Entertainment's programming is a
valuable asset to us as we seek to expand our network to the nearly 7.2
million television homes in Poland not served already by cable or DTH,
while DTH itself gives us the capacity to serve those customers outside
the reach of our other wireline cable networks throughout Europe. Poland
is one of
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the fastest growing economies in Europe, with an average GDP growth
rate in excess of 6% over the past 5 years. Poland's population of
approximately 38 million people spend an average of 252 minutes per
(adult) day watching television, one of the highest rates in Europe.
Poland is geographically the closest Central European economy to
Germany and has been accepted for membership to NATO, and is on the
"fast track" to membership in the EU. It has enormous potential for
the development of UPC's services in the future."
Robert E. Fowler, Chief Executive Officer of @Entertainment said:
"The merger of @Entertainment and UPC will bring significant benefits to
our customers by introducing them to high speed broadband internet
access, data communications and telephony and further expanding their
programming choices. We at @Entertainment are excited to be joining such
a European market leader in the provision of integrated cable services as
UPC."
UPC was advised by Morgan Stanley Dean Witter in this transaction. Goldman
Sachs International advised @Entertainment.
Headquartered in Amsterdam, UPC is one of the most innovative broadband
communications companies in the Europe and 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 March 31, 1999, UPC's systems
passed approximately 4.7 million homes with 3.4 basic video subscribers, of
which approximately 500,000 take an expanded tier service. In addition, UPC
had 97,221 telephony access lines and 20,760 carrier select telephone
customers, as well as 35,449 braodband Internet access subscribers. UPC
completed an IPO in February 1999 and its shares are listed on the Amsterdam
Stock Exchange ("UPC") and NASDAQ ("UPCOY").
UPC is a consolidated subsidiary of United International Holdings. Inc. (UIH)
(NASDAQ: "UIHIA"). Microsoft Corporation has an interest of approximately
7.8% in UPC.
@Entertainment is the leading provider of pay television services in Poland.
The company owns and operates Polska Telewizja Kablowa (PTK), the largest
cable television network in Poland with approximately 948,000 subscribers at
March 31, 1999. The company also owns and operates Wizja TV, Poland's first
digital DTH broadcasting service, which was officially launched in September
18, 1998. @Entertainment also owns Wizja TV Spolka Produkcyjna, a company
that invests in the Polish television and film industry. @Entertainment is
traded on the NASDAQ under the symbol: ATEN.
For further information contact:
UPC
Steve Butler, Managing Director of Capital Markets/Treasurer/Investor Relations
31 20 778 9860
email: [email protected]
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Henrietta Hirst, Communications Director of UPC
44 171 518 7980
email: [email protected]
@Entertainment Inc.
Robert E. Fowler III, Chief Executive Officer of @Entertainment
44 171 478 3800
Donald Muller Jones, Chief Financial Officer of @Entertainment
44 171 478 3810
The preceding remarks contain forward-looking statements that involve risks
and uncertainties including, without limitation, that the conditions to the
tender offer and the merger will not be met and thus the transactions will
not be consumated.
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