SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4, FILE NO. 333-89819
REGISTRATION STATEMENT
Under
The Securities Act of 1933
United Pan-Europe Communications N.V.
(Exact name of registrant as specified in its charter)
The Netherlands 98-0191997
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Fred. Roeskestraat 123
P.O. Box 74763
1076 EE Amsterdam, The Netherlands
+31 20 778 9840
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
--------------
Michael T. Fries, Chairman
c/o UnitedGlobalCom, Inc.
4643 South Ulster Street, Suite 1300
Denver, Colorado 80237
(303) 770-4001
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------
Copies to:
Nick Nimmo, Esq.
Holme Roberts & Owen LLP
1700 Lincoln Street, Suite 4100
Denver, Colorado 80203
(303) 861-7000
--------------
Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after the effective date of this Pre-Effective
Amendment.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ x ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box [ ]
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
3.1 Amended and Restated Articles of Association of UPC(16)
4.1 Indenture dated as of July 30, 1999, between UPC and Citibank N.A, as
Trustee with respect to 10 7/8% Senior Notes(12)
4.2 Indenture dated as of July 30, 1999, between UPC and Citibank N.A., as
Trustee with respect to 12 1/2% Senior Discount Notes(12)
5.1 Opinion of Loeff Claeys Verbeke regarding the legality of the 10 7/8%
Senior Notes due 2009 and 12 1/2% Senior Discount Notes due 2009.
5.2 Opinion of Holme Roberts & Owen LLP regarding the legality of the
10 7/8% Senior Notes due 2009 and 12 1/2% Senior Discount Notes due
2009.
8.1 Opinion of Holme Roberts & Owen LLP regarding certain United
States federal income tax matters.
8.2 Opinion of Arthur Andersen Belastingadviseurs regarding certain
Netherlands tax matters.
10.1 Amended and Restated Securities Purchase and Conversion Agreement dated
as of December 1,1997, by and among Philip Media B.V. ("Philips Media"),
Philips Media Network B.V. ("Phillips Networks"), Joint Venture, Inc.
("JVI") and UPC(1)
10.3 Indenture dated as of February 5, 1998, between United International
Holdings, Inc. ("United") and Firstar Bank of Minnesota, N.A.
("Firstar")(2)
10.4 Indenture dated as of April 29, 1999, between United and Firstar(3)
10.5 Option Agreement dated November 5, 1998, among UPC, DIC and PEC(4)
10.6 Amendment to Option Agreement dated February 4, 1999, between UPC, DIC
and PEC(5)
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<PAGE>
10.7 Form of Registration Rights Agreement among UPC, DIC and PEC(4)
10.8 Form of Shareholders Agreement among UPC, DIC and PEC(4)
10.9 Sales Agreement dated December 17, 1997, between Stichting Combivisie
Regio, Setelco B.V. and UPC(6)
10.10 Purchase Agreement dated November 6, 1998, between Binan Investments
B.V., UA-UII, Inc. and UA-UII Management Inc.(4)
10.11 Shareholders Agreement dated July 6, 1995, between The Municipality of
Amsterdam, A2000 Holding N.V., and Kabeltelevisie Amsterdam B.V.(6)
10.12 Consent Agreement dated September 27, 1997, between United and Philips
Communications B.V., US West International, B.V., Philips Media, United
and JVI(4)
10.13 Syndicate Agreement dated June 26, 1995, concluded between the
Osterreichische Philips Industrie Ges.m.b.H. Cable-Networks Austria
Holding B.V. and Kabel-TV-Wien Ges.m.b.H.(7)
10.14 Articles of Association of Telekabel Wien Gesellschaft m.b.H.(7)
10.15 Agreement dated November 30, 1993, between Kabel-TV Wien Gesellschaft
m.b.H. and Telekabel Wien Gesellschaft m.b.H.(7) 10.16 Rules of
Procedure of Telekabel Wien Gesellschaft m.b.H., as amended on April
10, 1995(8)
10.17 Agreement dated November 30, 1977, between Kabel-TV Wien and Telekabel
Fernsehnetz-Betriebsgesellschaft m.b.H.(8)
10.18 Policy Agreement dated November 30, 1977, between Kabel-TV Wien and
Osterreichishe Philips Industrie Gesellschaft m.b.H.(8)
10.19 Tax Liability Agreement dated October 7, 1997, between UPC, Philips
Media, Philips Coordination Center, Philips Networks, United, and
JVI(4)
10.20 Agreement dated April 2, 1998, for the contribution of the Dutch Cable
Assets of UPC and NUON to UTH(6)
10.21 United Pan-Europe Communications N.V. Phantom Stock Option Plan, March
20, 1998(4)
10.22 Amended Stock Option Plan dated February 8, 1999, between UPC and
Stichting Administratie Kantoor UPC(9)
10.23 Form of Master Seconded Employee Services Agreement(5)
10.24 Form of United Registration Rights Agreement(10)
10.25 Form of United Management Services Agreement(5)
10.26 Consulting Agreement dated June 1, 1995, between United and Mark L.
Schneider(10)
10.27 Agreement dated as of February 11, 1999 between United and UPC(9)
10.28 Promissory Note dated January 25, 1999, with UPC as borrower, and UIH
Europe, Inc. as holder, in the principal amount of US$100,000,000(6)
10.29 Share Purchase Agreement dated January 19, 1999, by and between UPC,
Belmarken Holding B.V., NUON, N.V. Kraton and UTH, as amended(5)
10.30 Final Amendment to Share Purchase Agreement dated as of February 17,
1999(11)
10.31 Investment Agreement between SBS BROADCASTING SA and Registrant dated
June 29, 1999(12)
10.32 Agreement and Plan of Merger among @Entertainment, Inc., United Pan-
Europe Communications N.V. and Bison Acquisition Corp. dated as of June
2, 1999(12)
10.33 Form of Stockholders Agreement dated as of June 2, 1999 among
@Entertainment, Inc., United Pan-Europe Communications N.V., Bison
Acquisition Corp. and the other parties signatory thereto(12)
10.35 Share Purchase Agreement between the Sellers represented by EQT
Scandinavia Limited and United Pan-Europe Communications N.V.(12)
10.36 Loan and Note Issuance Agreement between UPC Facility B.V., Telekabel
Wien and Janco Multicom and Bank of America International Limited, CIBC
World Markets plc, Citibank N.A., MeesPierson N.V., Paribas, The Royal
Bank of Scotland plc, Toronto Dominion Bank Europe Limited, and The
Toronto-Dominion Bank, as Facility Agent and Security Agent(12)
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<PAGE>
10.37 Share Purchase Agreement dated June 23, 1999, between UPC and MediaOne
International B.V.(17)
10.38 Indenture dated as of October 31, 1996, between Poland Communication,
Inc. ("PCI") and State Street Bank and Trust Company relating to PCI's
9 7/8% Senior Notes due 2003 and its 9 7/8% Series B Senior Notes due
2003(13)
10.39 Indenture dated as of July 14, 1998, between @Entertainment and Bankers
Trust Company relating to @Entertainment's 14 1/2% Senior Discount
Notes due 2008 and its 14 1/2% Series B Senior Discount Notes due
2008(14)
10.40 Indenture dated as of January 20, 1999, between @Entertainment and
Bankers Trust Company relating to @Entertainment's Series C Senior
Discount Notes due 2008(15)
10.41 Indenture dated as of January 27, 1999, between @Entertainment and
Bankers Trust Company relating to @Entertainment's 14 1/2% Senior
Discount Notes due 2009 and its 14 1/2% Series B Senior Discount Notes
due 2009(15)
21.1 Subsidiaries of UPC(17)
23.1 Consent of Arthur Andersen (UPC)(18)
23.2 Consent of Arthur Andersen (United TeleKabel Holding N.V.)(18)
23.3 Consent of PricewaterhouseCoopers N.V. (N.V. TeleKabel Beheer)(18)
23.4 Consent of Arthur Andersen (N.V. TeleKabel Beheer)(18)
23.5 Consent of KPMG Polska Sp.z o.o (@Entertainment)(18)
23.6 Consent of Arthur Andersen (A2000 Holding N.V.)(18)
23.7 Consent of Arthur Andersen (Kabel Plus, a.s.)(18)
23.8 Consent of Ernst & Young AB (NBS Nordic Broadband Services AB)(18)
23.9 Consent of PricewaterhouseCoopers (Singapore Telecom International
Svenska AB)(18)
23.10 Consent of Ernst & Young (SBS Broadcasting SA)(18)
24.1 Powers of Attorney(18)
25.1 Form T-1, Statement of Eligibility of Citibank N.A.(18)
- -------------------
(1) Incorporated by reference from Form 8-K filed by United, dated December
11, 1997 (File No. 0-21974).
(2) Incorporated by reference from Form S-4 Registration Statement filed by
United on March 3, 1998 (File No. 333-47).
(3) Incorporated by reference from Form 8-K filed by United, dated April 29,
1999 (File No. 0-21974).
(4) Incorporated by reference from Form S-1 Registration Statement filed by
UPC on November 24, 1998 (File No. 333-67895).
(5) Incorporated by reference from Amendment No. 8 to Form S-1/A Registration
Statement filed by UPC on February 10, 1999 (File No. 333-67895).
(6) Incorporated by reference from Amendment No. 4 to Form S-1/A Registration
Statement filed by UPC on January 25, 1999 (File No. 333-67895).
(7) Incorporated by reference from Amendment No. 2 to Form S-1/A Registration
Statement filed by UPC on January 13, 1999 (File No. 333-67895).
(8) Incorporated by reference from Amendment No. 9 to Form S-1/A Registration
Statement filed by UPC on February 11, 1999 (File No. 333-67895).
(9) Incorporated by reference from Form 10-K filed by UPC for the year ended
December 31, 1999 (File No. 000-25365).
II-3
<PAGE>
(10) Incorporated by reference from Amendment No. 6 to Form S-1/A Registration
Statement filed by UPC on February 4, 1999 (File No. 333-67895).
(11) Incorporated by reference from Form 8-K filed by UPC, dated March 4, 1999
(File No. 000-25365).
(12) Incorporated by reference from Form 8-K filed by UPC, dated July 30, 1999
(File No. 000-25365).
(13) Incorporated by reference from Amendment No. 3 to Form S-4 filed by
Poland Communication, Inc. on May 12, 1997 (File No. 333-20307).
(14) Incorporated by reference from Amendment No. 1 to Form S-4 filed by
@Entertainment on August 10, 1998 (File No. 333-60659).
(15) Incorporated by reference from Amendment No. 1 to Form S-4 filed by
@Entertainment on May 13, 1999 (File No. 333-72361).
(16) Incorporated by reference from Amendment No. 1 to Form S-1 Registration
Statement filed by UPC on September 23, 1999 (File No. 333-84427).
(17) Incorporated by reference from Amendment No. 2 to Form S-1 Registration
Statement filed by UPC on September 30, 1999 (File No. 333-84427).
(18) Filed with first filing of Registration Statement, File No. 333-89819, on
October 27, 1999.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-4 and has duly caused this Registration
Statement Amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in Amsterdam, The Netherlands, on this 10th day of November
1999.
United Pan-Europe Communications N.V.
a Dutch Public limited liability
company
By: /s/ Ray D. Samuelson
____________________________________
Ray D. Samuelson, Managing Director,
Finance and Accounting
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has caused this Registration Statement to be signed by the following persons in
the capacities and on the dates indicated.
<TABLE><CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman of Board of Management November 10, 1999
____________________________________ and Chief Executive Officer
Mark L. Schneider
* President; Vice Chairman, November 10, 1999
____________________________________ chello broadband
John F. Riordan
* Senior Vice President, Legal November 10, 1999
____________________________________ and General Counsel
Anton H.E. v. Voskuijlen
* Managing Director, Eastern November 10, 1999
____________________________________ Europe
Nimrod J. Kovacs
* Managing Director, Strategy, November 10, 1999
____________________________________ Acquisitions and Corporate
Charles H. R. Bracken Development
/s/ Ray D. Samuelson Managing Director, Finance and November 10, 1999
____________________________________ Accounting (Chief Accounting
Ray D. Samuelson Officer)
* Chairman of Supervisory Board November 10, 1999
____________________________________ and Authorized U.S.
Michael T. Fries Representative
* Supervisory Board Member November 10, 1999
____________________________________
Richard De Lange
* Supervisory Board Member November 10, 1999
____________________________________
Tina M. Wildes
* Supervisory Board Member November 10, 1999
____________________________________
Ellen P. Spangler
* Supervisory Board Member November 10, 1999
____________________________________
Antony P. Ressler
* Supervisory Board Member November 10, 1999
____________________________________
John P. Cole
*By: /s/ Ray D. Samuelson
_______________________________
Ray D. Samuelson,
Attorney-in-fact
</TABLE>
EXHIBIT 5.1
[letterhead of Loeff Claeys Verbeke]
To: United Pan-Europe Communications N.V.
Fred. Roeskestraat 123
P.O. Box 74763
1070 BT Amsterdam
The Netherlands
Amsterdam, November 10, 1999
Dear Sirs,
We, the undersigned, have acted as special counsel on certain matters of
Netherlands law to United Pan-Europe Communications N.V. (the "Company") in
connection with the filing by the Company of a Registration Statement, on Form
S-4, with file-number 333-91819 (the "Registration Statement"), including a
Prospectus dated October 27, 1999 (the "Prospectus"), under the Securities Act
of 1933, as amended, with the United States Securities and Exchange Commission,
relating to an offer to exchange (i) senior Dollar notes due 2009 (the "Dollar
Senior Notes"), (ii) senior Euro notes due 2009 (the "Euro Senior Notes") and
(iii) senior Dollar discount notes due 2009 (the "Dollar Senior Discount Notes",
and together with the Dollar Senior Notes and the Euro Senior Notes, the
"Outstanding Notes") for (i) series B senior Dollar notes due 2009, (ii) series
B senior Euro notes due 2009 and (iii) series B senior Dollar discount notes due
2009, respectively (together the "Exchange Notes"). The Outstanding Notes have
been issued pursuant to a Purchase Agreement between the Company, Goldman Sachs
International and Donaldson, Lufkin & Jenrette International, dated July 27,
1999, a Registration Rights Agreement between the Company, Goldman Sachs
International and Donaldson, Lufkin & Jenrette International, dated July 30,
1999 (the "Registration Rights Agreement"), an Indenture between the Company and
Citibank, N.A., dated July 30, 1999 relating to the Dollar Senior Notes and the
Euro Senior Notes (the "Senior Notes Indenture"), and an Indenture between the
Company and Citibank, N.A., dated July 30, 1999 relating to the Dollar Senior
Discount Notes (the "Discount Notes Indenture", and together with the Senior
Notes Indenture, the "Indentures").
In rendering this opinion, we have examined and relied upon the following
documents:
1. a copy of an executed Registration Statement;
2. a copy of the Prospectus;
3. a copy of the executed Registration Rights Agreement;
4. copies of the executed Indentures;
5. an excerpt dated October 26, 1999 of the registration of the Company in
the Trade Register of the Chamber of Commerce of Amsterdam, the
Netherlands (the "Trade Register"), confirmed by telephone to be correct
as of the date hereof (the "Excerpt");
6. a copy of the articles of association (statuten) of the Company, dated
July 26, 1999 (the "Articles") as, according to the Trade Register, in
force on the date hereof;
and such other documents and such treaties, laws, rules, regulations, and the
like, as we have deemed necessary as a basis for the opinions hereinafter
expressed.
We have further relied on the statements made by a managing director of the
Company in a certificate dated November 10, 1999 (the "Company Certificate") and
we have assumed without independent verification, except as indicated otherwise
herein, that such statements are correct as of the date hereof.
We have further relied on a legal opinion rendered by Holme Roberts & Owen LLP
as US counsel to the Company dated November 10, 1999 (the "HRO Opinion"), and we
have assumed without independent verification that the contents of the HRO
Opinion are correct as of the date hereof.
For the purpose of the opinions expressed herein, we have further assumed:
(i) the genuineness of all signatures, the authenticity of all
agreements, certificates, instruments and other documents submitted
to us as originals and the conformity to the originals of all
agreements, certificates, instruments and other documents submitted
to us as faxed or photostatic copies;
(ii) that the Registration Rights Agreement and the Indentures constitute
the legal, valid and binding obligations of the Company and are
enforceable against the Company in accordance with their terms under
the laws of the State of New York by which they are expressed to be
governed and under the laws of any other relevant jurisdiction other
than the laws of the Netherlands;
(iii) that the Exchange Notes, when duly executed, authenticated and
delivered pursuant to the Indentures, constitute the legal, valid and
binding obligations of the Company and are enforceable against the
Company in accordance with their terms under the laws of the State of
New York by which they are expressed to be governed (for this
assumption we have relied solely on the HRO Opinion) and under the
laws of any other relevant jurisdiction other than the laws of the
Netherlands;
(iv) that the Company has not been dissolved (ontbonden), granted a
suspension of payment (surseance verleend) or declared bankrupt
(failliet verklaard). Although not constituting conclusive evidence
thereof, our assumption is supported by (a) the contents of the
Company Certificate, (b) the contents of the Excerpt and (c)
information obtained today by telephone from the bankruptcy clerks
office (faillissementsgriffie) of the district court in Amsterdam;
(v) that the selling restrictions for the Netherlands as set out in the
section "The Exchange Offer" of the Prospectus have been and will be
complied with.
Based upon such assumptions and subject to such qualifications and subject to
factual matters or documents not disclosed to us in the course of our
investigation, we are of the opinion that:
Status
The Company has been duly incorporated as a public company with limited
liability (naamloze vennootschap) and is validly existing under the laws of the
Netherlands.
Choice of Law
The choice of the laws of the State of New York as the law governing the
Exchange Notes is valid and binding on the Company under the laws of the
Netherlands, except (i) to the extent that any term of the Exchange Notes or any
provision of the laws of the State of New York applicable to the Exchange Notes
is manifestly incompatible with the public policy of the Netherlands, and (ii) a
Netherlands court may give effect to mandatory rules of the laws of another
jurisdiction with which the situation has a close connection, if and insofar as,
under the laws of that other jurisdiction (including the Netherlands) those
rules must be applied, whatever the governing law chosen by the parties. With
the express reservation that we are not qualified to assess the exact meaning
and consequences of the respective terms of the Exchange Notes under the laws of
the State of New York, none of such terms on its face is manifestly incompatible
with the public policy of the Netherlands or should be expected to give rise to
situations where mandatory rules of Netherlands law will be applied by a
Netherlands court irrespective of the law otherwise applicable thereto.
Legal Validity
Provided that the choice of the laws of the State of New York as the law
governing the Exchange Notes will be held valid and binding upon the Company as
discussed above, the Exchange Notes, when duly executed, authenticated and
delivered pursuant to the Indentures, will constitute the legal, valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms.
This opinion is subject to the following qualifications:
a. The opinions expressed herein may be affected or limited by the
provisions of any applicable bankruptcy (faillissement), insolvency,
fraudulent conveyance (actio Pauliana), reorganisation, moratorium
(surseance van betaling), and other or similar laws of general
application now or hereafter in effect, relating to or affecting the
enforcement or protection of creditors' rights.
b. In the absence of an applicable convention between the State of New York
and the Netherlands, a judgement rendered by a court in the State of New
York will not be enforced by the courts of the Netherlands. In order to
obtain a judgement which is enforceable in the Netherlands the claim must
be relitigated before a competent Netherlands court. A judgement rendered
by a court in the State of New York will, under current practice, be
recognised by a Netherlands court (i) if that judgement results from
proceedings compatible with Netherlands concepts of due process, and (ii)
if that judgement does not contravene the public policy of the
Netherlands. If the judgement is recognised by a Netherlands court, that
court will generally grant the same claim without relitigation on the
merits. The enforcement in the Netherlands of foreign judgements and the
Exchange Notes will be subject to the rules of civil procedure as applied
by the Netherlands courts.
c. Under the laws of the Netherlands each power of attorney (volmacht) or
mandate (lastgeving), whether or not irrevocable, granted by the Company
in the Indentures or in the Exchange Notes will terminate by force of
law, and without notice, upon insolvency or bankruptcy of the Company. To
the extent that the appointment by the Company of a process agent would
be deemed to constitute a power of attorney or a mandate, this
qualification would apply.
d. Any provision in the Indentures or in the Exchange Notes permitting that
concurrent proceedings are brought in different jurisdictions may not be
enforceable in the Netherlands.
e. If a facsimile signature will be used for the Exchange Notes, each
signatory should approve such use of his signature and evidence of such
approval may be required for the enforcement of the Exchange Notes in the
Netherlands. If any of the Exchange Notes were executed by attaching
thereto the facsimile signature of any person who does not hold office at
the issue date of such Notes, or if such Exchange Notes will be issued on
a date on which the person whose facsimile signature is attached thereto
no longer holds office, it may be necessary for the enforcement of such
Exchange Notes in the Netherlands that the holder of such Exchange Notes
shall present both such Exchange Notes and evidence of such approval.
We express no opinion on any law other than the law of the Netherlands
(unpublished case law not included) as it currently stands. We express no
opinion on any laws of the European Communities (insofar as not directly
applicable or having direct effect in the Netherlands).
In this opinion Netherlands legal concepts are expressed in English terms and
not in their original Dutch terms. The concept concerned may not be identical to
the concepts described by the same English term as they exist under the laws of
other jurisdictions. This opinion may, therefore, only be relied upon under the
express condition that any issues of interpretation or liability arising
thereunder will be governed by Netherlands law and be brought before a
Netherlands court.
This opinion is strictly limited to the matters stated herein and may not be
read as extending by implication to any matters not specifically referred to.
Nothing in this opinion should be taken as expressing an opinion in respect of
any representations or warranties contained in the Registration Statement, the
Registration Rights Statement, the Indentures, the Prospectus or any other
document examined in connection with this opinion except as expressly confirmed
herein.
This opinion is addressed to you and may only be relied upon by you in
connection with the issue of the Notes, and may not be relied upon by, or
(except as required by applicable law) be transmitted to, or filed with any
other person, firm, company, or institution other than with the United States
Securities and Exchange Commission as Exhibit 5.1 to the Registration Statement,
without our prior written consent.
Yours sincerely,
/s/Victor de Seriere /s/Niels van de Vijver
Victor de Seriere Niels van de Vijver
EXHIBIT 5.2
[letterhead of Holme Roberts & Owen LLP]
United Pan-Europe Communications N.V.
Fred. Roeskestraat 123
1070 BT AMSTERDAM
The Netherlands
Ladies and Gentlemen:
We have acted as special United States counsel to United Pan-Europe
Communications N.V., a Netherlands company (the "Company"), in connection with
the filing by the Company under the Securities Act of 1933, as amended (the
"Act"), of a registration statement on Form S-4 (the "Registration Statement")
with the United States Securities and Exchange Commission (the "Commission"),
file no. 333-89819. Pursuant to the Registration Statement, up to U.S.
$800,000,000 and (Euro)300,000,000 aggregate principal amount of the Company's
outstanding 10 7/8% Senior Notes due 2009 and U.S. $735,000,000 aggregate
principal amount at maturity of the Company's outstanding 12 1/2% Senior
Discount Notes due 2009 (the "Outstanding Notes") are exchangeable for up to
like amounts of the Company's 10 7/8% Series B Senior Notes due 2009 and 12 1/2%
Series B Senior Discount Notes due 2009 (the "Exchange Notes"). The Outstanding
Notes were, and the Exchange Notes will be, issued pursuant to indentures (the
"Indentures") dated as of July 30, 1999 between the Company and Citibank, N.A.,
as trustee (the "Trustee"), registrar, paying agent and transfer agent.
In our capacity as special United States counsel to the Company, we have
examined the Registration Statement, the Indentures filed as exhibits to the
Registration Statement, the Outstanding Notes, a form of the Exchange Notes
contained in such Indenture and originals or copies certified or otherwise
identified to our satisfaction of such documents as we have deemed necessary or
appropriate to enable us to render the opinions expressed below.
In rendering this opinion we have assumed that the Indentures have been
duly authorized, executed and delivered by the Trustee and the Company.
Based upon the foregoing, it is our opinion that when the Exchange Notes
are exchanged for the Outstanding Notes as contemplated in the Registration
Statement, assuming they have been duly authorized, executed, issued and
delivered by the Company under the laws of The Netherlands and have been duly
authenticated by the Trustee, the Exchange Notes will constitute the legal,
valid and binding obligations of the Company, enforceable against the Company
in accordance with their terms, except as enforcement thereof may be limited by
bankruptcy, insolvency (including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium and other similar laws
relating to or affecting enforcement of creditors' rights generally and by
possible judicial action giving effect to foreign governmental actions or
foreign laws affecting creditors' rights and except as enforcement thereof is
subject to general principles of equity (regardless of whether such enforcement
may be sought in a proceeding in equity or law).
We express no opinion as to matters governed by any law other than laws of
the State of New York and the federal laws of the United States. In rendering
the opinion expressed herein, we have, with your approval, relied without
independent investigation as to all matters governed by or involving
conclusions under the law of the Netherlands upon the opinion (including the
qualifications, assumptions and limitations expressed therein) of Loeff Claeys
Verbeke, Dutch counsel for the Company, of even date herewith, a copy of which
is being filed as Exhibit 5.1 to the Registration Statement.
We hereby consent to the filing of this opinion as Exhibit 5.2 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" contained in the prospectus which is included in the Registration
Statement.
Very truly yours,
Holme Roberts & Owen LLP
By: /s/ Francis R. Wheeler
________________________________
Francis R. Wheeler, Partner
EXHIBIT 8.1
[letterhead of Holme Roberts & Owen LLP]
November 10, 1999
United Pan-Europe Communications
Fred. Roeskestraat 123
P.O. Box 74763
1076 EE Amsterdam
The Netherlands
Re: 10 7/8% Series B Senior Subordinated Notes Due 2009 and
12 1/2% Series B Senior Discount Subordinated Notes Due 2009,
Form S-4 Registration Statement
Ladies and Gentlemen:
We have acted as United States tax counsel to United Pan-Europe Communications
N.V., a Netherlands company (the "Company"), in connection with the filing by
the Company under the Securities Act of 1933, as amended (the "Act"), of a
registration statement on Form S-4 with the United States Securities and
Exchange Commission (the "Registration Statement"). Pursuant to the Registration
Statement, (i) up to $800,000,000 and 300,000,000 euro aggregate principal
amount at maturity of the Company's outstanding 10 7/8% Senior Notes due 2009
(the "Outstanding Senior Notes") are exchangeable for up to a like principal
amount of the Company's 10 7/8% Series B Senior Notes due 2009 (the "Exchange
Senior Notes"), and (ii) up to $735,000,000 aggregate principal amount at
maturity of the Company's outstanding 12 1/2% Senior Discount Notes due 2009
(the "Outstanding Discount Notes") are exchangeable for up to a like principal
amount of the Company's 12 1/2% Series B Senior Discount Notes due 2009 (the
"Exchange Discount Notes," and collectively with the Outstanding Senior Notes,
Exchange Senior Notes, and Outstanding Discount Notes, the "Notes," and the
offer of the Company to exchange the Exchange Notes for the Outstanding Notes,
the "Exchange Offer"). The Outstanding Notes were, and the Exchange Notes will
be, issued pursuant to indentures dated as of July 30, 1999 between the Company
and Citibank N.A. (the "Indentures").
We have prepared the discussion included in the Registration Statement under the
caption "Certain U.S. Federal Income Tax Consequences." The discussion under
that caption is our opinion of the material United States federal income tax
<PAGE>
United Pan - Europe Communications N. V.
November 10, 1999
Page 2
consequences expected to result to the holders, subject to the conditions,
limitations, and assumptions described therein.
The discussion does not cover all aspects of United States federal taxation that
may be relevant to, or the actual tax effect that any of the matters described
therein will have on, any particular holder, and it does not address foreign,
state, or local tax consequences. The discussion does not cover the tax
consequences that might be applicable to holders that are subject to special
rules under the Code (including insurance companies, tax-exempt organizations,
mutual funds, retirement plans, financial institutions, dealers in securities or
foreign currency, persons that hold the notes as part of a straddle, hedge or
synthetic security transaction, persons that have a functional currency other
than the United States dollar, investors in pass-through entities, traders in
securities that elect to mark to market, certain expatriates, and non-U.S.
holders). The discussion does not address the United States federal income tax
consequences that may result from a modification of the Notes.
Our opinion is based on the current provisions of the Internal Revenue Code of
1986, as amended (the "Code"), the applicable Treasury regulations (the
"Regulations"), and public administrative and judicial interpretations of the
Code and the Regulations, all of which are subject to change, which changes
could be applied retroactively. Our opinion also is based on the facts and
agreements contained in (i) the Registration Statement, (ii) the Indentures, and
(iii) the Note Registration Rights Agreement, dated July 30, 1999, among the
Company and the Initial Purchasers (collectively, the "Note Documents"). We
understand that the Note Documents set forth the complete agreement among the
parties with respect to the Notes. We also have relied on certain
representations from you with respect to factual matters, which representations
we have not independently verified.
Our opinion may change if (i) the applicable law changes, (ii) any of the facts
with respect to the Notes (as included in the Note Documents, and the
representations made by you) are inaccurate, incomplete, or change, (iii) if the
conduct of the parties is materially inconsistent with the facts reflected in
the Note Documents or the representations or (iv) any of the assumptions we have
made herein are not correct.
<PAGE>
United Pan - Europe Communications N. V.
November 10, 1999
Page 3
Our opinion represents only our legal judgment based on current law and the
facts as described above. Our opinion has no binding effect on the Internal
Revenue Service or the courts. The Internal Revenue Service may take a position
contrary to our opinion, and if the matter is litigated, a court may reach a
decision contrary to the opinion.
We hereby consent to the filing of this opinion letter with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the use
of our name therein.
Very truly yours,
/s/ Mark M. Hrenya
Mark M. Hrenya
EXHIBIT 8.2
[letterhead of of Arthur Andersen Belastingadviseurs]
United Pan-Europe Communications N.V.
November 10, 1999
Fred. Roeskestraat 123
1076 EE AMSTERDAM
The Netherlands
Re.: 10.875% Series B Senior Notes due 2009
12.5% Series B. Senior Discount Notes due 2009
Form S-4 Registration Statement, File No. 333-
Ladies and Gentlemen:
We have acted as Netherlands tax counsel to United Pan-Europe Communications
N.V., a Netherlands company (the "Company"), in connection with the filing by
the Company under the Securities Act of 1933, as amended (the "Act"), of a
registration statement on Form S-4 with the United States Securities and
Exchange Commission (the "Registration Statement").
Pursuant to the Registration Statement, (1) up to $800,000,000 aggregate
principal amount at maturity and up to (Euro) 300,000,000 aggregate principal
amount at maturity of the Company's outstanding 10.875% Senior Notes due 2009
(the "Senior Notes") are exchangeable for up to a like principal amount of the
Company's 10.875% Series B Senior Notes due 2009 (the "Senior Exchange Notes")
and (2) up to $735,000,000 in aggregate principal amount at maturity of the
Company's 12.5% Senior Discount Notes due 2009 (the "Discount Notes", and
together with the Senior Notes the "Outstanding Notes") are exchangeable for up
to a principal amount of the Company's 12.5% Series B Senior Discount Notes due
2009 (the "Discount Exchange Notes" together with the Senior Exchange Notes the
"Exchange Notes", the Outstanding Notes together with the Exchange Notes the
"Notes" and the offer of the Company to exchange the Exchange Notes for the
Outstanding Notes, the "Exchange Offer"). The Senior Notes and the Discount
Notes were, and the Senior Exchange Notes and the Discount Exchange Notes will
be issued pursuant to respective indentures dated as of July 30, 1999 between
the Company and Citibank N.A. as trustee (the "Indentures").
Page 2
November 10, 1999
<PAGE>
We have prepared the discussion in the Registration Statement under the caption
"Certain Tax Consequences - Certain Netherlands Tax Consequences," which is only
addressing the Dutch fiscal aspects applicable to holders of the Notes. The
discussion under that caption is our opinion of the expected material Dutch
fiscal consequences of the Exchange for holders of the Notes, subject to the
conditions, limitations and assumptions described therein.
We express no opinion as to any law other than the tax laws of The Netherlands
in force at the date hereof as applied and interpreted according to present case
law of the Netherlands courts, administrative rulings and authoritative tax law
scholars. We have no obligation to update this opinion. Our opinion has no
binding effect on the Dutch tax authorities and/or Dutch courts. The Dutch tax
authorities may take a position contrary to our opinion and if the matter is
litigated, a court may reach a decision contrary to our opinion.
Our opinion is based on the facts and agreements set forth in the Registration
Statement, the Indentures, the Registration Rights Agreement, dated July 30,
1999, among the Company and the Initial Purchasers (collectively, the "Note
Documents"), which we assume set forth the complete agreement among the parties
with respect to the Notes. We assume that the Note Documents will be properly
executed in the form submitted to and examined by us and referred to herein and
will be valid and binding when executed.
Our opinion may change if (i) applicable law changes (which may have retroactive
effect), (ii) any of the facts with respect to the Exchange are inaccurate,
incomplete or change or (iii) the conduct of the parties with respect to the
Exchange is materially inconsistent with the facts reflected in the Note
Documents.
We hereby consent to the filing of this opinion letter with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the use
of our name therein.
Yours sincerely,
ARTHUR ANDERSEN
Belastingadviseurs
/s/ Sander Kloosterhof /s/ Hugo Everaerd
Sander Kloosterhof Hugo Everaerd
