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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: March 17, 2000
United Pan-Europe Communications N.V.
(Exact Name of Registrant as Specified in Charter)
The Netherlands 000-25365 98-0191997
(State or other (Commission File (IRS Employer
jurisdiction Number) Identification #)
of incorporation)
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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At an Extraordinary General Meeting of Shareholders of United Pan-Europe
Communications N.V. ("UPC") held on March 13, 2000, the shareholders of UPC
approved the amendment of UPC's articles of association to inter alia (i) split
each ordinary share A, priority share, preference share A and preference share B
(now with a nominal value of EUR 2.00 each) into three shares with a nominal
value of EUR 1.00 each, (ii) split each ordinary share B (now with a nominal
value of EUR 0.02 each) into three shares with a nominal value of EUR 0.01 each
and (iii) pay up an amount of EUR 145,201,599 on account of the share premium
reserve of the Company. The articles were so amended on March 17, 2000. A copy
of the amendment is attached as an exhibit.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(a) Financial Statements.
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits
3.1 Amendment to the Articles of Association of United Pan-Europe
Communications N.V. dated March 17, 2000.
99.1 Press release dated March 13, 2000.
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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: March 20, 2000 By: /s/ Anton M. Tuijten
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Anton M. Tuijten
General Counsel and member of the Board of
Management
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Exhibit 3.1
AMENDMENT OF THE ARTICLES OF ASSOCIATION OF:
United Pan-Europe Communications N.V.
having its official seat in Amsterdam.
EXECUTED TEXT
Dated 17 March 2000.
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Article 4 paragraphs 1 and 2 read as follows:
1. The authorised capital amounts to one billion three hundred and fifty-three
million euro (EUR 1,353,000,000.--).
2. It is divided into:
- six hundred million (600,000,000) ordinary shares A with a nominal value
of one euro (EUR 1.--) each;
- three hundred million (300,000,000) ordinary shares B with a nominal
value of one eurocent (EUR 0.01) each;
- three hundred (300) priority shares with a nominal value of one euro
(EUR 1.--) each;
- one hundred forty-nine million nine hundred ninety-nine thousand seven
hundred (149,999,700) preference shares A with a nominal value of one
euro (EUR 1.--) each; and
- six hundred million (600,000,000) preference shares B with a nominal
value of one euro (EUR 1.--) each.
Article 8 paragraph 1 reads as follows:
3. The price and further conditions of issuance shall be determined in the
resolution to issue shares. The issue price of ordinary shares A, priority
shares, preference shares A and preference shares B may be no lower than
par value, without prejudice to the provision of article 80 paragraph 2,
Book 2 of the Civil Code.
The issue price of ordinary shares B may be no lower than one euro (EUR 1.-
-).
Article 11 paragraph 3, last sentence reads as follows:
In case of cancellation shall on ordinary shares B be paid, to the extent
possible, the nominal amount of these shares increased by an amount of
ninety-nine eurocents (EUR 0.99) at the charge of the company's share
premium reserve or, provided the shareholder concerned agrees, at the
charge of another reserve of the company.
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Exhibit 99.1
United Pan-Europe Communications NV (ticker: UPCOY, exchange:
Nasdaq) News Release - Monday, March 13, 2000
Share Split Approved By UPC Investors
AMSTERDAM, The Netherlands, March 13 /PRNewswire/ - At an Extraordinary General
Meeting of Shareholders of United Pan-Europe Communications (UPC) held today, 13
March 2000, in Amsterdam, the motion to split each Class Ordinary A share of UPC
into three shares was carried. At the same meeting the motion to appoint a new
Member of the Board of Management was carried.
The new Member of the Board appointed today is Mr. Ton Tuijten, who will join
the Board with immediate effect. Mr. Tuijten is General Counsel of UPC and
succeeds Mr. Ton van Voskuijlen, who, for personal reasons, recently resigned as
a Member of the Board and an Executive of UPC.
About United Pan-Europe Communications:
United Pan-Europe Communications (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 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. SOURCE United Pan-Europe Communications
CONTACT: Henrietta Hirst, Director of Group Corporate Communications of United
Pan-Europe Communications, 44-207-518-7996, or Mobile, 44-7880-742-375,
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