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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 2, 1999
United Pan-Europe Communications N.V.
(Exact Name of Registrant as Specified in Charter)
The Netherlands 000-25365 98-0191997
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification #)
Fred. Roeskestraat 123, P.O. Box 74763
1070 BT Amsterdam, The Netherlands
(Address of Principal Executive Office)
(31) 20-778-9840
(Registrant's telephone number, including area code)
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Item 5. Other Events.
United Pan-Europe Communications N.V. (the "Company") has
announced that its wholly-owned subsidiary @ Entertainment and
a wholly-owned subsidiary of @ Entertainment, Poland
Communications, Inc. ("PCI") made offers to repurchase (the
"Offers") and repurchased from the holders of the Notes (the
"Repurchase of Notes" or "Repurchase") @ Entertainment's 14
1/2% Series B Senior Discount Notes due 2008, 14 1/2% Senior
Discount Notes due 2008, Series C Senior Discount Notes due
2008, 14 1/2% Series B Senior Discount Notes due 2009, and 14
1/2% Senior Discount Notes due 2009 (collectively, the "@
Entertainment Notes") and PCI's 9 7/8% Series B Senior Notes
Due 2003 and 9 7/8% Senior Notes Due 2003 (collectively, the
"PCI Notes").
The Offers expired at 12:01 PM, New York City time, on
November 2, 1999 (the "Expiration Date").
The Offers were made pursuant to the terms of the indentures
covering each of the @ Entertainment Notes and the PCI Notes
(each an "Indenture" and, collectively, the "Indentures"),
which provided that, following a Change of Control (as defined
therein), each holder of @ Entertainment Notes and PCI Notes
had the right, at such holder's option, to require @
Entertainment and PCI, respectively to repurchase all or a
portion of such holder's @ Entertainment Notes and PCI Notes
at the Repurchase Price (a "Change of Control Right"). @
Entertainment and PCI believe a Change of Control occurred on
August 6, 1999 as a result of the acquisition by Bison
Acquisition Corp., a wholly-owned subsidiary of United
Pan-Europe Communication, of 99% of the outstanding common
stock of @ Entertainment (the "Acquisition") and the filing
with the Secretary of State of the State of Delaware the
Certificate of Ownership and Merger of Bison Acquisition Corp.
with and into @ Entertainment, with @ Entertainment continuing
as the surviving corporation (the "Merger").
In accordance with the terms of the Indentures governing the
@ Entertainment Notes and the PCI Notes, @ Entertainment was
required to repurchase the @ Entertainment Notes at 101% of
their accreted value per $1,000 principal amount of @
Entertainment Notes at maturity on the Expiration Date plus
accrued and unpaid interest and PCI was required to repurchase
the PCI Notes at there purchase price of $1,010 per $1,000
principal amount of the PCI Notes, which is 101% per $1,000
principal amount of the PCI Notes (collectively the
"Repurchase Prices"). As of August 1, 1999, @ Entertainment
had $376,943,000 aggregate principal amount at maturity of @
Entertainment Notes outstanding and PCI had $129,668,000
aggregate principal amount at maturity of PCI Notes
outstanding. Pursuant to its repurchase offer,
@ Entertainment has purchased $49,139,000 aggregate principal
amount of @ Entertainment Notes for an aggregate price of
$26,455,014, and PCI has purchased $113,237,000 aggregate
principal amount of PCI Notes for an aggregate price of
$114,369,370.
The repurchase of the @ Entertainment Notes and the PCI Notes
pursuant to the Offers will be funded through the use of part
of the proceeds from the Company's recent securities
offerings.
Draft: Monday 1 November 10PM
Document #: 7033121 ver 1
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Item 7. Exhibits
EXHIBIT NO. DOCUMENT
99.1 Press release of United Pan-Europe Communications, N.V.
dated November 3, 1999.
Draft: Monday 1 November 10PM
Document #: 7033121 ver 1
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SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf of the
undersigned thereunto duly authorized.
UNITED PAN-EUROPE COMMUNICATIONS N.V.
DATE: 3 November, 1999 By: /s/ Ray Samuelson
---------------------
Ray Samuelson
Managing Director of
Finance and Accounting
Draft: Monday 1 November 10PM
Document #: 7033121 ver 1
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EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C>
Exhibit Description
99.1 Press release of United Pan-Europe Communications N.V.
dated November 3, 1999.
</TABLE>
Draft: Monday 1 November 10PM
Document #: 7033121 ver 1
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PAGE 1 OF 1
FOR IMMEDIATE RELEASE
UNITED PAN-EUROPE COMMUNICATIONS'
SUBSIDIARIES ANNOUNCE REPURCHASE OF THEIR NOTES
AMSTERDAM, THE NETHERLANDS - 3RD NOVEMBER 1999: United Pan-Europe Communications
(UPC) has announced that its wholly-owned subsidiary @Entertainment, Inc.
("@Entertainment") and a wholly-owned subsidiary of @Entertainment, Poland
Communications, Inc. ("PCI") made offers to repurchase (the "Offers") and
repurchased from the holders of the Notes (the "Repurchase of Notes" or
"Repurchase") @Entertainment's 14 1/2% Series B Senior Discount Notes due 2008,
14 1/2% Senior Discount Notes due 2008, Series C Senior Discount Notes due 2008,
14 1/2% Series B Senior Discount Notes due 2009, and 14 1/2% Senior Discount
Notes due 2009 (collectively, the "@Entertainment Notes") and PCI's 9 7/8%
Series B Senior Notes Due 2003 and 9 7/8% Senior Notes Due 2003 (collectively,
the "PCI Notes").
The Offers expired at 12:01 PM, New York City time, on November 2, 1999 (the
"Expiration Date").
The Offers were made pursuant to the terms of the indentures covering each of
the @Entertainment Notes and the PCI Notes (each an "Indenture" and,
collectively, the "Indentures"), which provided that, following a Change of
Control (as defined therein), each holder of @Entertainment Notes and PCI Notes
had the right, at such holder's option, to require @Entertainment and PCI,
respectively to repurchase all or a portion of such holder's @Entertainment
Notes and PCI Notes at the Repurchase Price (a "Change of Control Right").
@Entertainment and PCI believe a Change of Control occurred on August 6, 1999 as
a result of the acquisition by Bison Acquisition Corp., a wholly-owned
subsidiary of United Pan-Europe Communication, of 99% of the outstanding common
stock of @Entertainment (the "Acquisition") and the filing with the Secretary of
State of the State of Delaware the Certificate of Ownership and Merger of Bison
Acquisition Corp. with and into @Entertainment, with @Entertainment continuing
as the surviving corporation (the "Merger").
In accordance with the terms of the Indentures governing the @Entertainment
Notes and the PCI Notes, @Entertainment was required to repurchase the
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@ Entertainment Notes at 101% of their accreted value per $1,000 principal
amount of @Entertainment Notes at maturity on the Expiration Date plus accrued
and unpaid interest and PCI was required to repurchase the PCI Notes at there
purchase price of $1,010 per $1,000 principal amount of the PCI Notes, which is
101% per $1,000 principal amount of the PCI Notes (collectively the "Repurchase
Prices"). As of August 1, 1999, @Entertainment had $376,943,000 aggregate
principal amount at maturity of @Entertainment Notes outstanding and PCI had
$129,668,000 aggregate principal amount at maturity of PCI Notes outstanding.
Pursuant to its repurchase offer, @Entertainment has purchased $49,139,000
aggregate principal amount at maturity of @Entertainment Notes for an aggregate
price of $26, 455, 014, and PCI has purchased $113, 237,000 aggregate principal
amount of PCI Notes for an aggregate price of $114,369,370.
The repurchase of the @ Entertainment Notes and the PCI Notes pursuant to the
Offers will be funded through the use of part of the proceeds from the Company's
recent securities offerings.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy any of the securities referenced herein.
Headquartered in Amsterdam, UPC (AEX "UPC", Nasdaq, "UPCOY") is one of the most
innovative broadband communications companies in Europe and owns and operates
the largest pan-European group of broadband communications networks. UPC
provides cable television, telephony, high speed Internet access and programming
services in twelve countries across Europe and Israel. As of September 30, 1999,
UPC's systems passed approximately 9.0 million homes with more than 5.9 million
basic cable subscribers. In addition, UPC's systems had 147,000 residential
telephony lines and 20,000 business telephony lines, as well as 77,200
residential Internet subscribers and 3,000 business Internet subscribers.
Microsoft has an interest of approximately 7.8% in UPC.
UPC is a consolidated subsidiary of UnitedGlobalComInc. (NASDAQ: "UCOMA").
@Entertainment, Inc. is the leading provider of pay television services in
Poland and is engaged principally in delivering cable television and DTH
satellite television services and developing, packaging and transmitting
high-quality Polish-language programming. @Entertainment offers a package of 24
channels under the trade name "Wizja TV", 22 of which are Polish language
channels. @Entertainment's multi-channel Polish language D-DTH service was the
first D-DTH service available in Poland.
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PCI is the largest cable television operator in Poland with approximately
1,699,400 homes passed and approximately 966,800 total subscribers as of June
30, 1999.
- -END-
FOR FURTHER INFORMATION CONTACT:
UPC
Steve Butler, Managing Director of Capital Markets and Treasurer, UPC
Tel: + 31 20 778 9860
Email: [email protected]
Henrietta Hirst, Director, Group Corporate Communications, UPC
Tel: + 44 171 518 7996
Mobile: + 44 7788 750880
Email: [email protected]
@ENTERTAINMENT/PCI
Mike Smargiassi/Chris Plunkett
Brainerd Communications
Tel: + 1 212-986-5567
Email: [email protected]
[email protected]
