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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
April 11, 2000
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Date of Report (Date of earliest reported)
UNITED PAN-EUROPE COMMUNICATIONS N.V.
(Exact Name of Registrant as Specified in its Charter)
Netherlands 000-25365 98-0191997
(State or other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
Fred. Roeskestraat 123
PO Box 74763
1070 BT Amsterdam, The Netherlands
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(Address of Registrant's Principal Executive Offices) (Zip Code)
011-31-20-778-9840
(Registrant's telephone number, including area code)
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Item 5. Other Events
On March 9, 2000, United Pan-Europe Communications NV ("UPC") announced that it
had entered into an Exchange Offer Agreement ("the Agreement") with SBS
Communications S.A., a public limited liability corporation organized under the
laws of Luxembourg ("SBS") providing for an exchange offer (the "Offer") by UPC
to acquire all outstanding shares of common stock, par value $1.50 per share, of
SBS (the "Shares"). The Agreement is subject to certain "termination events",
including if the average closing share price for UPC Ordinary Shares A on NASDAQ
for any consecutive ten day period occurring from the date of the Agreement
until the third business day prior to the commencement of the offer is less than
or equal to $49.00 per share.
Notwithstanding the occurrence of this "trigger event", occasioned by the
decline in the average closing price for UPC Ordinary Shares A, UPC has elected
not to terminate the Agreement. Pursuant to a letter agreement (the "Amendment
Agreement") dated April 11, 2000, the parties have agreed to amend the Agreement
to provide that, in the event that the average closing price for UPC Ordinary
Shares A does not exceed $49.00 per share over a randomly selected ten day
period immediately prior to the scheduled commencement of the Offer, UPC will
have the right to terminate the Agreement.
The Amendment Agreement and a joint press release issued by UPC and SBS
announcing the execution of the Amendment Agreement are attached as Exhibits
10.1 and 99.1, respectively, and are incorporated by reference herein. The
description of the Amendment Agreement set forth above is qualified in its
entirety by reference to the provisions of the Amendment Agreement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits:
10.1 Amendment Agreement dated as of April 11, 2000, by and between
United Pan-Europe Communications N.V. and SBS Broadcasting S.A.
99.1 Press Release, dated April 11, 2000.
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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 by the undersigned thereunto
duly authorised.
UNITED PAN-EUROPE COMMUNICATIONS N.V.
By: S/S
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Name: ANTON TUIJTEN
Title: GENERAL COUNSEL
Date: April 12, 2000
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INDEX OF EXHIBITS
Exhibit No. Exhibit
10.1 Amendment Agreement, dated April 11, 2000, by and
between United Pan-Europe Communications N.V. and
SBS Broadcasting S.A.
99.1 Press Release, dated April 11, 2000
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To: SBS Broadcasting S.A.
8-10 rue Mathias Hardt
L-1717 Luxembourg
Luxembourg
From: United Pan-Europe Communications N.V.
Fred. Roeskestraat 123
P.O. Box 74763
1070 BT Amsterdam
The Netherlands
11 April 2000
Dear Sirs:
Exchange Offer Agreement dated as of March 9, 2000 between United Pan-Europe
Communications N.V. and SBS Broadcasting S.A. ("the Agreement")
This letter records our agreement that, notwithstanding the occurrence of a
Trigger Event giving rise to a right for Purchaser to terminate the Agreement,
Purchaser has elected not to terminate the Agreement, and instead Purchaser and
the Company have agreed to amend the Agreement pursuant to section 8.04 thereof
so that the last paragraph of section 1.01(a)(ii) of the Agreement is deleted in
its entirety and replaced by the following paragraph:
"Notwithstanding the foregoing, if the average closing sale price of
Purchaser Shares on NASDAQ for ten trading days selected at random (the
"Random Trading Days") on the Consideration Calculation Date from the 20
trading days prior to the Consideration Calculation Date is equal to or
less than US$147 (which number will be adjusted in accordance with Section
1.01(a)(iii)) then the Purchaser may within one US Business Day following
the Consideration Calculation Date elect by giving notice to the Company to
terminate this Agreement, provided that if the Purchaser does not so notify
the Company within such one US Business Day period, Purchaser shall not be
entitled to terminate this Agreement pursuant to this paragraph. The Random
Trading Days shall be selected by the Purchaser drawing random lots on the
Consideration Calculation Date at the London offices of the Purchaser at
which a representative of the Company shall be in attendance. For the
purpose of this paragraph the Consideration Calculation Date will be
determined by the Purchaser as being the third US Business Day prior to the
date that would in the Purchaser's reasonable opinion have been the
commencement date of the Offer based on the terms of this Agreement were it
not for the operation of this paragraph."
Purchaser hereby acknowledges its obligations, as provided in and subject to the
terms and conditions of the Agreement (and in particular sections 1.01(f) and
6.04 thereof), to (i) commence the Offer as promptly as practicable after the
SEC has declared that its Registration Statement on Form S-4 relating to the
Offer has become effective, and (ii) to use its reasonable best efforts to take,
or cause to be taken, all appropriate action, and to do, or cause to be done,
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all things necessary, proper or advisable under any Applicable Law or Rule to
consummate and make effective, in the most expeditious manner practicable, the
transactions contemplated by the Agreement.
Capitalised terms used but not defined in this letter have the meanings assigned
to them in the Agreement.
Please confirm your agreement to the above by countersigning this letter and
returning it to us in accordance with Section 9.05 of the Agreement.
Yours faithfully,
United Pan-Europe Communications NV
s/s s/s
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By: Mark Schneider By: John Riordan
Title: Managing Director Title: Managing Director
We confirm our agreement to the above:
SBS Broadcasting SA
s/s s/s
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By: Harry Evans Sloan By: Howard A. Knight
Title: Chairman, Chief Executive Title: Vice Chairman, Chief
Officer Operating Officer
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[LOGO OF UPC] [LOGO OF SBS BROADCASTING]
For immediate release
UPC AND SBS AMEND EXCHANGE OFFER AGREEMENT
AMSTERDAM and LUXEMBOURG, 11 April 2000 - United Pan-Europe Communications
(NASDAQ: UPCOY: Amsterdam Stock Exchange (AEX):UPC) and SBS Broadcasting
(NASDAQ: SBTV; AEX: SBSB) announced today that notwithstanding the occurrence of
a "Trigger Event" occasioned by the recent decline in UPC's share price, UPC has
elected not to terminate the Exchange Offer Agreement dated March 9, 2000. The
parties have agreed to amend the Exchange Offer Agreement such that in the event
UPC's average closing share price for a randomly selected ten day period
immediately prior to the scheduled commencement of the exchange offer were not
to be in excess of the originally specified level, which currently equates to
$49.00 per share, UPC would have the right to terminate the Exchange Offer
Agreement prior to commencing the offer.
In a joint statement, Mark Schneider, Chairman and CEO of UPC, and Harry Evans
Sloan, Chairman and CEO of SBS, said: "Today's action properly reflects the
intention and desire of both companies to proceed with our previously announced
transaction, notwithstanding the recent turbulence in the financial markets. We
still firmly believe that the combination of our companies and continued
cooperation between our operating units is clearly in the best interests of
shareholders of both companies."
SBS is a European commercial television and radio broadcasting company with
operations in Western and Central Europe. Countries where SBS currently
broadcasts include: Sweden, Norway, Denmark, Belgium, The Netherlands, Hungary,
Switzerland, Finland, Greece and Slovenia. SBS is also an emerging presence in
many aspects of European new media. SBS holds ownership interests in a variety
of e-commerce activities. A joint venture between SBS and Endemol, Holland's
leading production company, is developing @FUN, Holland's first entertainment
portal and through vt4.net, SBS is the leading provider of free Internet access
services in Belgium. SBS' radio station KISS-FM has the most heavily trafficked
Internet site in Finland. HOT Italia, a joint venture amongst HOT Europe, SBS
and HSN, will launch Italy's first live home shopping channel late in 2000.
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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
thirteen countries across Europe and in Israel. As of January 31, 2000, on an
aggregate basis, UPC's systems passed approximately 10.5 million homes with more
than 6.8 million basic cable subscribers. In addition, UPC systems had 226,700
residential telephony lines and 19,500 business telephony lines as well as
130,100 residential Internet subscribers and 3,600 business Internet
subscribers.
UPC is a consolidated subsidiary of Denver based UnitedGlobalCom Inc. ("United")
(NASDAQ: "UCOMA") and Microsoft has an interest of approximately 7.0% in UPC.
UPC shares are traded on the Amsterdam Stock Exchange ("UPC") and NASDAQ
("UPCOY").
Legal Disclaimers and Safe Harbour Statements:
The amendment to the Exchange Offer Agreement dated March 9, 2000 is a specific
legal document that must be read in conjunction with the Exchange Offer
Agreement. The description of the amendment set forth herein is qualified in its
entirety by reference to the full text of the amendment a copy of which is being
filed with the US Securities and Exchange Commission ("SEC").
The exchange offer for the outstanding shares of SBS has not yet commenced, and
this announcement is neither an offer to purchase nor a solicitation of an offer
to sell securities. The offer will be made only through a prospectus and the
Letter of Transmittal.
IN CONNECTION WITH ITS PROPOSED EXCHANGE OFFER, UPC WILL FILE A REGISTRATION
STATEMENT WITH THE SEC AND A PROSPECTUS AND EXCHANGE OFFER MATERIALS WILL BE
INCLUDED IN THAT REGISTRATION STATEMENT. OTHER MATERIALS RELATING TO THE OFFER
WILL ALSO BE FILED WITH THE SEC. INVESTORS ARE URGED TO READ THE PROSPECTUS AND
EXCHANGE OFFER MATERIALS AND OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC
BECAUSE THEY WILL INCLUDE IMPORTANT INFORMATION.
MATERIALS FILED WITH THE SEC WILL BE AVAILABLE ELECTRONICALLY, WITHOUT CHARGE,
AT AN INTERNET SITE MAINTAINED BY THE SEC. THE ADDRESS OF THAT SITE IS
HTTP://WWW.SEC.GOV. IN ADDITION, THE PROSPECTUS AND EXCHANGE OFFER MATERIALS
FILED WITH THE SEC WILL BE MAILED TO SBS SHAREHOLDERS AND MAY BE OBTAINED
WITHOUT CHARGE FROM UPC OR SBS UPON REQUEST. DOCUMENTS FILED WITH THE SEC WITH
RESPECT TO THE OFFER MAY BE OBTAINED FROM UPC DIRECTING A REQUEST TO UNITED
PAN-EUROPE COMMUNICATIONS N.V., FRED. ROESKESTRAAT 123, P.O. BOX 74763, 1070 BT
AMSTERDAM, THE NETHERLANDS, TELEPHONE +31-20-778-9840. UNLESS UPC OTHERWISE
DETERMINES, THE EXCHANGE OFFER WILL NOT BE MADE, DIRECTLY OR INDIRECTLY, IN OR
INTO, OR BY THE USE OF THE MAILS OR ANY MEANS OR INSTRUMENTALITY (INCLUDING,
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WITHOUT LIMITATION, TELEPHONICALLY OR ELECTRONICALLY) OF INTERSTATE OR FOREIGN
COMMERCE OF, OR ANY FACILITIES OF A NATIONAL, STATE OR OTHER SECURITIES EXCHANGE
OF CANADA, AUSTRALIA OR JAPAN AND WILL NOT BE CAPABLE OF ACCEPTANCE BY ANY SUCH
USE, MEANS, INSTRUMENTALITY OR FACILITY WITHIN CANADA, AUSTRALIA OR JAPAN AND
THIS ANNOUNCEMENT MAY NOT BE DISTRIBUTED IN ANY SUCH JURISDICTIONS.
SOURCE: United Pan-Europe Communications and SBS Broadcasting
CONTACTS:
For SBS Broadcasting: Investors: Chris Plunkett or Michael Smargiassi, Brainerd
Communicators, Inc., +1 212 986 6667, or Press: Jeff Pryor, Pryor & Associates,
+1 818 382 2233 or Catriona Cockburn, Citigate Dewe Rogerson, +44 171 282 28 40.
For UPC: Henrietta Hirst, Director of Group Corporate Communications, +44 207
518 7996, fax: +44 207 518 7981, or mobile: +44 788 074 2375,
[email protected] or Chris Smith, Managing Director Corporate Development,
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+ 44 207 518 7988 [email protected] or Ton Tuijten, General Counsel,
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+31207789872 or mobile +31622522276, [email protected].
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