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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14A
SCHEDULE 14A INFORMATION
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Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by Registrant [X]
Filed by a party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rules
14a-6(e)(2) and 14c-5(d)(2))
[x] Definitive Proxy/Information Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
UNITED PAN-EUROPE COMMUNICATIONS N.V.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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UNITED PAN-EUROPE COMMUNICATIONS N.V.
Fred. Roeskestraat 123, P.O. Box 74763
1070 BT Amsterdam,
The Netherlands 1070 BT
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NOTICE OF EXTRAORDINARY MEETING OF SHAREHOLDERS
TO BE HELD MARCH 13, 2000
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To the Shareholders:
An extraordinary meeting of the Shareholders (the "Extraordinary Meeting")
of United Pan-Europe Communications N.V. (the "Company"), a public company
organized under the laws of The Netherlands, has been called at the request of
all members of the Board of Supervisory Directors. The Extraordinary Meeting
will be held at the Okura Hotel, Ferdinand Bolstraat 333, Amsterdam, The
Netherlands, on Monday, March 13, 2000 at 10:30 a.m., local time, in order to:
1. Amend the articles of association of the Company 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) to pay up
an amount of EUR 145,201,599 on account of the share premium reserve
of the Company.
2. To elect a new member of the Board of Management.
Holders of record of the Company's ordinary shares A and priority shares at
the close of business on February 22, 2000, will be entitled to notice of and to
vote at the Extraordinary Meeting and any adjournment or postponement thereof.
A copy of the Dutch text of the proposed amendment verbatim is deposited at
the offices of the Company, located at Fred. Roeskestraat 123, P.O. Box 74763
1070 BT Amsterdam, The Netherlands 1070 BT, for inspection by registered
shareholders and other persons entitled to attend meetings of shareholders of
the Company. Such copy will be open for inspection (free of charge) from the
date hereof until the close of the Extraordinary Meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE EXTRAORDINARY MEETING
REGARDLESS OF WHETHER YOU PLAN TO ATTEND. THEREFORE, PLEASE MARK, SIGN, DATE
AND RETURN THE ENCLOSED PROXY PROMPTLY. IF YOU ARE PRESENT AT THE EXTRAORDINARY
MEETING AND WISH TO DO SO, YOU MAY REVOKE THE PROXY AND VOTE IN PERSON.
By Order of the Board of Management
Mark L. Schneider, Chairman of Board of
Management and Chief Executive Officer
Charles H.R. Bracken, Chief Financial Officer
February 18, 2000
Amsterdam, The Netherlands
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UNITED PAN-EUROPE COMMUNICATIONS N.V.
Fred. Roeskestraat 123, P.O. Box 74763
1070 BT Amsterdam,
The Netherlands 1070 BT
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PROXY STATEMENT
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SOLICITATION AND REVOCATION OF PROXIES
The accompanying proxy is being solicited by and on behalf of the Board of
Supervisory Directors (the "Supervisory Board") of United Pan-Europe
Communications N.V. (the "Company") for use at the extraordinary meeting of the
Shareholders of the Company (the "Extraordinary Meeting") to be held at the
Okura Hotel, Ferdinand Bolstraat 333, Amsterdam, The Netherlands, on Monday,
March 13, 2000 at 10:30 a.m., local time. If the accompanying proxy is properly
executed and returned, the shares it represents will be voted at the
Extraordinary Meeting in accordance with the directions noted thereon, or, if no
directions are indicated, it will be voted in favor of the proposals described
in this Proxy Statement. Any shareholder giving a proxy has the power to revoke
it by oral or written notice to the Secretary of the Company at any time before
it is voted.
The solicitation of proxies by the Supervisory Board will be conducted by
mail. In addition, certain members of the Supervisory Board, officers and
regular employees of the Company may solicit proxies in person or by facsimile,
telex or telephone. The Company will bear the cost of preparing and mailing
proxy materials as well as the cost of soliciting proxies. The Company will
reimburse banks, brokerage firms, custodians, nominees and fiduciaries for their
expenses in sending proxy materials to the beneficial owners of the ordinary
shares A and to UnitedGlobalCom, Inc. ("UGC") as the owner of our priority
shares.
At the close of business on February 22, 2000, the record date for the
determination of shareholders entitled to notice of and to vote at the
Extraordinary Meeting, there were 145,201,499 ordinary shares A outstanding,
each of which is entitled to 100 votes, and 100 priority shares outstanding,
each of which is entitled to 100 votes. The classes of ordinary shares A and
priority shares are the only classes of capital stock of the Company outstanding
and entitled to notice of and to vote at the Extraordinary Meeting. Adoption of
all matters to be voted on shall require the vote of a majority of the votes
cast. Abstentions, broker non-votes and invalid votes will not be counted as
votes.
This Proxy Statement and the accompanying proxy are to be first mailed to
shareholders on or about February 23, 2000.
SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the
beneficial ownership of all classes of securities as of December 1, 1999, by (1)
each shareholder who is known by us to own beneficially more than 5% of the
outstanding ordinary shares at such date; (2) each of our Supervisory Directors
and our advisor to the Supervisory Board; (3) each of our executive officers;
and (4) all of our Supervisory Directors, advisors and executive officers as a
group. Because Messrs. G. Schneider, Cole, M. Schneider and Riordan are
directors of UGC, they may be deemed to beneficially own our shares held by UGC.
They disclaim any beneficial ownership of these shares and this table does not
include those shares.
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<TABLE>
<CAPTION>
Ordinary Shares A
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Beneficial Owner Number Percentage
- ---------------- ------ ----------
<S> <C> <C>
UnitedGlobalCom, Inc.(1)(2) 79,924,190 55.0%
Microsoft Corporation(3) 10,157,750 7.0
Gene W. Schneider(4) 31,000 *
Michael T. Fries(5) 3,051 *
John P. Cole, Jr. 1,525 *
Richard De Lange --- ---
Ellen P. Spangler(6) 2,805 *
Tina Wildes 3,051 *
Mark L. Schneider(7) 680,000 *
John F. Riordan(8) 351,220 *
Charles H.R. Bracken(9) 41,667 *
Nimrod J. Kovacs 458 *
Anton H.E. v. Voskuijlen(10) 260,938 *
All directors, director nominees and executive
officers as a group (11 persons) 1,372,757 *
</TABLE>
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* Less than 1%.
(1) The figures for the percent of shares are based on 145,201,499 ordinary
shares A outstanding on December 1, 1999 (after elimination of shares held
by subsidiaries).
(2) Includes 2,628,407 ordinary shares A held by the stock option foundation,
the board members of which are appointed by UGC, and 208,314 ordinary
shares issuable upon conversion of a promissory note. In addition to the
ordinary shares A listed in the table, UGC owns all of the outstanding
priority shares of the Company. The address of UnitedGlobalCom, Inc. is
4643 South Ulster Street, Suite 1300, Denver, Colorado 80237, U.S.A.
(3) The address of Microsoft Corporation is One Microsoft Way, Redmond,
Washington 98052, U.S.A.
(4) Includes 10,000 ordinary shares A held by the Gene W. Schneider Family
Trust of which Mr. Schneider is a co-trustee. Also includes 1,000 ordinary
shares A owned by his spouse.
(5) Represents 3,051 ordinary shares A owned by Mr. Fries' spouse.
(6) Ms. Spangler holds currently exercisable options for 15,000 ordinary shares
A of which options for 12,500 ordinary shares A are subject to our
repurchase right, which expires March 26, 2003.
(7) Mr. M. Schneider holds currently exercisable options for 975,000 ordinary
shares A of which options for 325,000 ordinary shares A are subject to our
repurchase right, which expires April 1, 2001. Includes 10,000 ordinary
shares A held by the Gene W. Schneider Family Trust of which Mr. M.
Schneider is a co-trustee.
(8) Mr. Riordan holds currently exercisable options for 525,000 ordinary shares
A of which options for 175,000 ordinary shares A are subject to our
repurchase right, which expires April 1, 2001. Also includes 1,220 ordinary
shares A owned by Mr. Riordan's spouse.
2
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(9) Mr. Bracken holds currently exercisable options for 250,000 ordinary shares
A of which options for 208,333 ordinary shares A are subject to our
repurchase right, which expires March 15, 2003.
(10) Represents currently exercisable options for 290,000 ordinary shares A of
which options for 39,062 ordinary shares A are subject to our repurchase
right, which expires January 1, 2002.
ITEM 1
AMENDMENT OF THE ARTICLES OF ASSOCIATION OF THE COMPANY
The Supervisory Board has proposed an amendment of the articles of
association of the Company to inter alia (i) increase the authorised capital of
the Company to EUR 1,353,000,000, (ii) split each ordinary share A, priority
share, preference share A and preference share B into three shares of EUR 1.00
each, (iii) split each ordinary share B into three shares of EUR 0.01 each, and
(iv) have the increase of the nominal value of each issued and outstanding
ordinary share A and each issued and outstanding priority share taken place on
account of the share premium reserve of the Company.
The holders of the priority shares have adhered to this proposal.
The shareholders are being asked to approve the amendment and to authorise
each member of the Board of Management of the Company, as well as each (deputy)
civil law notary of Allen & Overy, advocates and civil law notaries in
Amsterdam, to apply for the ministerial statement of no objections on the draft
deed of amendment of the articles of association, to amend said draft in such a
way as might appear necessary in order to obtain the statement of no objections
and to execute the deed of amendment of the articles of association.
A copy of the proposed amendment is attached.
The absolute majority of the votes cast at the Extraordinary Meeting is
required to approve the proposed amendment.
THE SUPERVISORY BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE PROPOSED
AMENDMENT OF THE ARTICLES OF ASSOCIATION, AND PROXIES EXECUTED AND RETURNED WILL
BE SO VOTED UNLESS CONTRARY INSTRUCTIONS ARE INDICATED THEREON.
The Company may from time to time issue additional ordinary shares pursuant
to private or public equity offerings or for consideration for asset or business
acquisitions.
ITEM 2
ELECTION OF MEMBER OF THE BOARD OF MANAGEMENT
Our general affairs and business are managed by a Board of Management,
subject to the supervision of a Supervisory Board. One member of the Board of
Management is to be elected at the Extraordinary Meeting. The Supervisory Board
recommends the election of Anton M. Tuijten.
Anton M. Tuijten, 37, joined UPC in September 1998 as Vice President Legal
Services and was appointed General Counsel and Company Secretary of UPC in May
1999. He is also general counsel for and a member of the Management Board of
chello broadband n.v. Prior to joining UPC he was General Counsel and Company
Secretary of Unisource, an international telecommunications company.
THE SUPERVISORY BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" MR. TUIJTEN
TO BE A MEMBER OF THE BOARD OF MANAGEMENT, AND PROXIES EXECUTED AND RETURNED
WILL BE SO VOTED UNLESS CONTRARY INSTRUCTIONS ARE INDICATED THEREON.
3
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PROPOSED AMENDMENT TO
ARTICLES OF ASSOCIATION
Article 4 paragraphs 1 and 2 will 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 1.00) 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 1.00) each;
- one hundred forty-nine million ninehundred ninety-nine thousand
seven hundred (149,999,700) preference shares A with a nominal
value of one euro (EUR 1.00) each; and
- six hundred million (600,000,000) preference shares B with a
nominal value of one euro (EUR 1.00) each.
Article 8 paragraph 1 will read as follows:
1. 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
1.00).
Article 11 paragraph 3, last sentence will read as follows:
3. 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.
4
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UNITED PAN-EUROPE COMMUNICATIONS N.V.
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF SUPERVISORY DIRECTORS OF
UNITED PAN-EUROPE COMMUNICATIONS N.V. FOR THE EXTRAORDINARY MEETING OF
SHAREHOLDERS TO BE HELD ON MONDAY, MARCH 13, 2000
The undersigned hereby constitutes and appoints Guido Winkelman and Jeremy
Evans, and each or either of them, his true and lawful attorneys and proxies
with full power of substitution, for and in the name, place and stead of the
undersigned, to attend the Extraordinary Meeting of Shareholders of UNITED PAN-
EUROPE COMMUNICATIONS N.V. to be held at the Okura Hotel, Ferdinand Bolstraat
333, Amsterdam, The Netherlands, on Monday, March 13, 2000 at 10:30 a.m., local
time, and any adjournment(s) thereof, with all powers the undersigned would
possess if personally present and to vote thereof, as provided on the reverse
side of this card, the number of ordinary shares A (or American Depository
Shares representing ordinary shares) the undersigned would be entitled to vote
if personally present. In accordance with their discretion, said attorneys and
proxies are authorized to vote upon such other matters as may properly come
before the meeting or any adjournment thereof.
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF SUPERVISORY DIRECTORS.
THIS PROXY WILL BE VOTED AS DIRECTED. IN THE ABSENCE OF DIRECTION, THIS PROXY
WILL BE VOTED FOR THE PROPOSAL LISTED BELOW.
(TO BE SIGNED AND CONTINUED ON THE REVERSE SIDE.)
SEE REVERSE SIDE
[X] Please mark your vote as in this example.
1. To amend the articles of association of the Company, to inter alia (i)
split each ordinary share A, priority share, preference share A and
preference share B into three shares with a nominal value of EUR 1.00 each,
(ii) split each ordinary share B into three shares with a nominal value EUR
0.01 each, and (iii) to pay up a amount of EUR 145,201,599 on the account
of the share premium reserve of the Company.
[_] FOR [_] AGAINST [_] ABSTAIN
2. Election of Anton M. Tuijten as a member of the Board of Management:
[_] FOR [_] AGAINST [_] ABSTAIN
NOTE: Such other business as may properly come before the meeting or any
adjournment thereof shall be voted in accordance with the discretion of the
attorneys and proxies appointed hereby.
SIGNATURE(S) DATE _________________________
_____________________________________________________
_____________________________________________________
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
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