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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: 2 June, 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.
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On 2 June, 1999, United Pan-Europe Communications N.V. ("UPC") announced it
had signed a definitive agreement to acquire @Entertainment, Inc., a leading
provider of cable television, digital satellite direct-to-home services and
programming in Poland. On 8 June, 1999, UPC commenced a tender offer for all of
the issued and outstanding shares of @Entertainment, Inc. A copy of UPC's press
release is attached as an exhibit.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(c) Exhibits
1. Press Release of Registrant dated 2 June, 1999.
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SIGNATURES
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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: June 15, 1999 By: /s/ J. TIMOTHY BRYAN
______________________________________
J. Timothy Bryan
President and Chief Financial Officer
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[LOGO OF UNITED PAN-EUROPE COMMUNICATIONS]
Press Release
For immediate release June 2, 1999
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, The Netherlands - United Pan-Europe Communications (UPC) 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.
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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 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
spends 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 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 broadband 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.
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@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]
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@Entertainment Inc.
Robert E. Fowler III, Chief Executive Officer of @Entertainment
44 171 478 3800
Donald Miller 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
consummated.
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