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): December 7, 2000
UNITED PAN-EUROPE COMMUNICATIONS N.V.
(Exact name of registrant as specified in its charter)
Netherlands 000-25365 98-0191997
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(State or other Jurisdiction of (Commission File No.) (IRS Employer
Incorporation Identification No.)
Boeing Avenue 53
1119 PE Schipol Rijk, The Netherlands
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(Address of Registrant's Principal Executive Offices) (Zip Code)
011-31-20-778-9840
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(Registrant's telephone number, including area code)
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Item 5. Other Events
On 7 December 2000, United Pan-Europe Communications N.V. ("UPC") closed the
sale of 12,400 shares of Series 1 Convertible Class A Preference Shares
("Preference Shares") and warrants ("Warrants") to acquire 6,020,933 ordinary
shares of UPC. The Preference Shares and Warrants were sold in a private
placement to institutional investors in consideration for EUR 1.43 billion in
cash. UnitedGlobalCom, Inc. ("UGC"), UPC's majority shareholder, acquired EUR
286.9 million of the Preference Shares and Warrants.
The Preference Shares were issued at a discount based on an 8% dividend yield
and are convertible into ordinary shares of UPC at a price of EUR 35.455 per
share. If the Preference Shares are not converted or voluntarily redeemed by UPC
after 12 years, UPC will be required to redeem the Preference Shares in either
cash or shares or UPC or UGC, at its option. Also, UPC can require the
Preference Shares to be converted upon certain circumstances.
The Warrants have an exercise price of EUR 42.546 per share and expire on 31
December 2007.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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c. Exhibits:
3.1 Amendment to Articles of Association of UPC adopted 7
December 2000.
4.1 Excerpt from Resolutions adopted by the Board of
Management of UPC setting forth the terms of the
Series 1 Convertible Class A Preference Shares.
4.2 Form of Warrant Agreement.
2
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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 by the
undersigned hereunto duly authorized.
UNITED PAN-EUROPE COMMUNICATIONS N.V.
By: /s/ Anton Tuijten
Anton Tuijten
Member of the Board of Management
and General Counsel
Dated: 18 December 2000
