<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K\A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: March 28, 2000
United Pan-Europe Communications N.V.
(Exact Name of Registrant as Specified in Charter)
The Netherlands 000-25365 98-0191997
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) 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)
<PAGE>
ITEM 5. OTHER EVENTS.
- ----------------------
On March 28, 2000, UPC closed its acquisition of the Eneco KabelTV and
Telecom Group ("K&T Group"), which owns and operates cable television networks
in Rotterdam, Dordrecht and surrounding municipalities in The Netherlands.
On March 9, 2000, UPC announced that it had entered into an Exchange Offer
Agreement with SBS Broadcasting S.A. ("SBS") to acquire the approximately 76.5%
of the shares of SBS that it did not already own. SBS creates, acquires,
packages and distributes programming and other media content in many countries
in Europe via television channels, radio stations and the Internet. The
acquisition is subject to a number of conditions, including regulatory approval.
The Exchange Offer 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 USD49.00 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 Exchange Offer Agreement to provide that, in the event that
the average closing price for UPC Ordinary Shares A does not exceed USD49.00 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 Exchange
Offer Agreement.
The attached unaudited pro forma consolidated condensed balance sheet
information assumes that these acquisitions, together with our January 2000
senior notes and discount notes offering, occurred on December 31, 1999. The
attached unaudited pro forma consolidated condensed statement of operations
information assumes these acquisitions, as well as our July 1999 acquisition of
StjarnTVnatet and our August 1999 acquisition of @ Entertainment, had occurred
on January 1, 1999. These proforma condensed consolidated financial statements
supercede those in the Form 8-K filed on April 19, 2000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
- -------------------------------------------
(a) Financial Statements
none
<PAGE>
(b) Pro Forma Financial Information
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA
The following unaudited pro forma condensed consolidated financial data are
presented to reflect the pro forma effect of our acquisition of an initial
approximately 23.5% interest in SBS and our offer to acquire the remaining
approximately 76.5% of SBS, our acquisition of 100% of the K&T Group and our
offering of senior notes and discount notes in January 2000. The unaudited pro
forma condensed consolidated statement of operations for the year ended December
31, 1999 also reflects our acquisition of StjarnTVnatet ("Stjarn") in July 1999
and our acquisition of @ Entertainment in August 1999. The unaudited pro forma
condensed consolidated balance sheet and statement of operations and the notes
thereto do not purport to represent what our results of operations would
actually have been if such transactions had in fact occurred on such dates. The
pro forma adjustments are based upon currently available information and upon
certain assumptions that we believe are reasonable. All share and per share
amounts have been adjusted to reflect UPC's three for one stock split in March
2000.
In August 1999, we acquired 100% of @ Entertainment for 750.7 million. The
@ entertainment acquisition was accounted for under the purchase accounting
method. We began consolidating @ Entertainment effective August 1, 1999.
In July 1999, we acquired 100% of Stjarn for 371.1 million. USD100.0
million (97.5 million) was paid in the form of a one-year seller's note with
interest of 8% per annum and the balance was paid in cash. Upon maturity of the
note, we will have the option to pay the note in either cash or our shares. The
Stjarn acquisition was structured as a purchase of shares of Stjarn's parent
holding company, NBS Nordic Broadband Services AB ("NBS Nordic"). We began
consolidating Stjarn effective August 1, 1999.
In July 1999, we closed the purchase of approximately 4.8% of SBS for 22.7
million. In August we acquired an additional 8.5% of SBS for 70.2 million.
During 1999, we accounted for our investment in SBS under the equity method of
accounting. In February 2000, we further increased our investment in SBS by
acquiring an additional 10.2% for 163.5 million.
In March 2000, we closed the purchase of the K&T Group. We acquired 100% of
the K&T Group shares and the outstanding debt of the K&T Group, totaling 1.1
billion. We will consolidate the K&T Group effective March 31, 2000.
In March 2000, we announced an offer to acquire the remaining approximately
76.5% of SBS which we do not currently own. We have agreed to initiate an
exchange offer to acquire SBS's shares at a per share price of USD40 in cash
plus 0.5174286 of a share of our ordinary shares A, subject to adjustment. We
will adjust the stock portion of the purchase price under certain circumstances
so that the SBS shareholders will receive not less than USD77.50 and not more
than USD86.00 for each SBS share exchanged, based on the average share price
prevailing on the trading days shortly prior to making the exchange offer. For
purposes of the pro formas, we have used our closing share price of USD73.34
(euro 73.85) on March 9, 2000, the date we announced our offer. We have also
assumed for purposes of the pro formas, that all holders of SBS's stock options
tender their options, for a net payment to be made by us, 60% in cash and the
remaining 40% value in our shares. Under the terms of the share exchange
agreement, the option holders have the right to choose up to 60% cash, our
shares or a combination, in exchange for their options.
The following unaudited pro forma condensed balance sheet also gives effect
to our offering of senior notes and discount notes and the related swaps in
January 2000. For purposes of the unaudited pro forma condensed statement of
operations, the acquisition of @ Entertainment is funded with proceeds from our
senior notes and discount notes in July 1999, the acquisition of Stjarn is
funded with a seller's note and proceeds from our senior notes and senior
discount notes in July 1999, our acquisitions in July/August 1999 and January
2000 of SBS are funded with proceeds of our initial public offering and our
secondary offering, respectively, and our acquisition of K&T Group and our
tender for the remaining shares of SBS are funded with proceeds of our senior
notes and discount notes offerings in October 1999 and January 2000.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
The following unaudited pro forma condensed balance sheet as of December
31, 1999, gives effect to (1) the offering of our senior notes and discount
notes, and the related swaps, in January 2000, (2) our acquisition of the K&T
Group in March 2000, and (3) our acquisition in February 2000 of an additional
10.2% interest in SBS and our offer to acquire the remaining approximately 76.5%
shares of SBS which we do not already own (together the "SBS Transactions"), as
if each had occurred on December 31, 1999.
<PAGE>
<TABLE>
<CAPTION>
As of December 31, 1999
---------------------------------------------------------------
Pro Forma Adjustments
--------------------------------------------------
K&T
Group
UPC January Notes Acquisition SBS
Historical Offering (d) Transactions (j)
------------ --------------- ----------- ------------------
(in thousands of euros)
<S> <C> <C> <C> <C>
ASSETS:
Current assets
Cash and cash equivalents ................................... 1,025,460 1,585,333 (a) (1,065,230)(e) (1,023,207)(k)
Restricted cash ............................................. 17,135 - - 1,385
Short term investments ...................................... - - - 31,146
Subscriber receivables, net ................................. 59,860 - 3,792 62,997
Costs to be reimbursed by affiliated companies, net ......... 10,500 - - -
Other current assets ........................................ 223,707 - 11,260 120,690
---------- ---------- ---------- ----------
Total current assets ................................... 1,336,662 1,585,333 (1,050,178) (806,989)
Other investments ................................................ 623,341 - - 30,210
Investments in and advances to affiliated companies, net ........ 242,847 - 6,318 (76,711)(l)
Property, plant and equipment, net ............................... 1,908,414 - 200,746 24,810
Goodwill and other intangible assets, net ........................ 2,611,413 - 862,103 (f) 2,071,432 (m)
Deferred financing costs, net .................................... 77,861 32,777 (b) - 2,694
Other assets ..................................................... 1,734 - - 77,296 (n)
---------- ---------- ---------- ----------
Total assets ........................................... 6,802,272 1,618,110 18,989 1,322,742
========== ========== ========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities
Accounts payable, accrued liabilities and other current
liabilities .............................................. 565,207 - 18,842 154,703
Short-term debt ............................................. 163,241 - - (g) 6,551
Current portion of long-term debt ........................... 50,291 - - (h) 11,548
---------- ---------- ---------- ----------
Total current liabilities .............................. 778,739 - 18,842 172,802
Long-term debt ................................................... 3,903,410 1,618,110 (c) - (i) 33,444 (o)
Deferred taxes ................................................... 15,961 - - -
Deferred compensation ............................................ 52,702 - - -
Other long-term liabilities ...................................... 19,365 - - 43,943
---------- ---------- ---------- ----------
Total liabilities ...................................... 4,770,177 1,618,110 18,842 250,189
---------- ---------- ---------- ----------
Minority interests in subsidiaries ............................... 11,895 - 147 7,184
---------- ---------- ---------- ----------
Total shareholders' equity ............................. 2,020,200 - - 1,065,369 (p)
---------- ---------- ---------- ----------
Total liabilities and shareholders' equity.............. 6,802,272 1,618,110 18,989 1,322,742
========== ========== ========== ==========
<CAPTION>
As of December 31, 1999
-----------------------
UPC
Pro Forma
-----------
<S> <C>
ASSETS:
Current assets
Cash and cash equivalents ................................... 522,356
Restricted cash ............................................. 18,520
Short term investments ...................................... 31,146
Subscriber receivables, net ................................. 126,649
Costs to be reimbursed by affiliated companies, net ......... 10,500
Other current assets ........................................ 355,657
----------
Total current assets ................................... 1,064,828
Other investments ................................................ 653,551
Investments in and advances to affiliated companies, net ........ 172,454
Property, plant and equipment, net ............................... 2,133,970
Goodwill and other intangible assets, net ........................ 5,544,948
Deferred financing costs, net .................................... 113,332
Other assets ..................................................... 79,030
----------
Total assets ........................................... 9,762,113
==========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities
Accounts payable, accrued liabilities and other current
liabilities .............................................. 738,752
Short-term debt ............................................. 169,792
Current portion of long-term debt ........................... 61,839
----------
Total current liabilities .............................. 970,383
Long-term debt ................................................... 5,554,964
Deferred taxes ................................................... 15,961
Deferred compensation ............................................ 52,702
Other long-term liabilities ...................................... 63,308
----------
Total liabilities ...................................... 6,657,318
----------
Minority interests in subsidiaries ............................... 19,226
----------
Total shareholders' equity ............................. 3,085,569
----------
Total liabilities and shareholders' equity ............. 9,762,113
==========
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
(a) Represents the pro forma increase in cash and cash equivalents as a result of UPC's
offering of senior notes and discount notes in January 2000, net of offering costs . 1,585,333
==============
(b) Represents the pro forma increase in deferred offering costs as a result of
UPC's offering of senior notes and discount notes in January 2000 ................. 32,777
==============
(c) Represents the pro forma increase in long-term debt as a result of UPC's
offering of senior notes and discount notes in January 2000. ...................... 1,618,110
==============
(d) Represents the historical amounts included in the K&T balance sheet as of
December 31, 1999, except as indicated in (e), (f), (g), (h) and (i),
converted from Dutch guilders to euros at the fixed exchange rate.
(e) Represents the pro forma decrease in cash and cash equivalents related to
the acquisition of K&T:
Historical K&T cash and cash equivalents ....................................... -
Purchase price paid by UPC for K&T shares and receivables
from N.V. Eneco ............................................................. (1,065,230)
--------------
(1,065,230)
==============
(f) Represents the pro forma increase in goodwill and other intangibles as a
result of the K&T acquisition:
Historical K&T goodwill and other intangibles .................................. 46,015
Additional pro forma goodwill and other intangibles due to the
K&T acquisition:
Historical shareholder's equity .......................................... (8,884)
Purchase price paid by UPC for K&T shares ................................ 824,972
-------------
816,088
--------------
862,103
==============
(g) Represents the pro forma decrease in short-term debt of K&T as a result of
the payment of the balance by UPC as part of the acquisition. The payment
of the debt by UPC is recorded by UPC as a receivable from K&T, which
eliminates in consolidation.
Historical K&T short-term debt ................................................. 83,991
Payment of balance by UPC ...................................................... (83,991)
--------------
-
==============
(h) Represents the pro forma decrease in current portion of long-term debt of
K&T as a result of the payment of the balance by UPC as part of the
acquisition. The payment of the debt by UPC is recorded by UPC as a
receivable from K&T, which eliminates in consolidation.
Historical K&T current portion of long-term debt ............................... 31,651
Payment of balance by UPC ...................................................... (31,651)
--------------
-
==============
</TABLE>
<PAGE>
<TABLE>
<S> <C>
(i) Represents the pro forma decrease in long-term debt of K&T as a result of
the payment of the balance by UPC as part of the acquisition. The payment
of the debt by UPC is recorded by UPC as a receivable from K&T, which
eliminates in consolidation.
Historical K&T long-term debt .................................................. 124,617
Payment of balance by UPC ...................................................... (124,617)
--------------
-
==============
(j) Represents the historical amounts included in the SBS balance sheet as of
December 31, 1999, except as indicated in (k), (l), (m), (n), (o) and (p),
converted from US dollars to euros at the spot exchange rate as of
December 31, 1999.
(k) Represents the pro forma decrease in cash and cash equivalents as result of
the SBS Transactions:
Historical SBS cash and cash equivalents ....................................... 68,245
Net cash received by SBS related to UPC's purchase of 3,000,000
newly issued SBS shares in February 2000 .................................... 161,624
Cash paid by UPC related to UPC's purchase of 3,000,000
newly issued SBS shares in February 2000 .................................... (163,512)
Net cash paid by UPC related to tender offer for remaining shares of
SBS.......................................................................... (1,089,564)
--------------
(1,023,207)
==============
(l) Represents the pro forma net decrease in investments in and advances to
affiliated companies as a result of the SBS Transactions:
Historical SBS investments in and advances to affiliates ....................... 19,743
Increase in UPC investments in and advances to affiliates due to
UPC's acquisition of an additional interest in SBS in February 2000 ......... 163,512
Elimination of UPC's investments in and advances to affiliates
due to consolidation of SBS ................................................. (259,966)
--------------
(76,711)
==============
(m) Represents the pro forma increase in goodwill and other intangibles as a
result of the SBS Transactions:
Historical SBS goodwill and other intangibles .................................. 54,374
Additional pro forma goodwill and other intangibles due to the
SBS Transactions:
Historical SBS shareholders' equity ...................................... (162,101)
Increase in SBS shareholders' equity related to shares issued to UPC
in February 2000 ...................................................... (161,624)
Conversion of SBS warrants and convertible debt to equity ................ (74,115)
Purchse price paid by UPC ................................................ 2,414,898
-------------
2,017,058
--------------
2,071,432
==============
(n) Represents the pro forma decrease in other assets from the exercise of the SBS
warrants as a result of the SBS Transactions:
Historical SBS other assets..................................................... 78,706
Exercise of outstanding SBS warrants in UPC tender offer........................ (1,410)
--------------
77,296
==============
</TABLE>
<PAGE>
<TABLE>
<S> <C>
(o) Represents the pro forma decrease in long-term debt from the conversion of
SBS's convertible debentures as a result of the UPC tender offer:
Historical SBS long-term debt .................................................. 108,969
Conversion of SBS convertible debentures in UPC tender offer ................... (75,525)
---------------
33,444
===============
(p) Represents the increase in shareholder's equity as a result of the issuance
of 14,425,457 UPC ordinary shares A, assuming a price of USD73.34 (euro 73.85)
per share, to the holders of SBS's outstanding shares and option holders in
UPC's tender offer................................................................. 1,065,369
===============
</TABLE>
<PAGE>
UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
The following unaudited pro forma condensed statement of operations for the
year ended December 31, 1999, gives effect to (1) our acquisition of @
Entertainment in August 1999, (2) our acquisition of Stjarn in July 1999, (3)
our acquisition of the K&T Group in March 2000, and (4) our acquisition in
July/August 1999 of a 13.3% interest in SBS, our acquisition of an additional
10.2% interest in SBS in February 2000 and our offer to acquire the remaining
shares of SBS in March 2000, as if each had occurred on January 1, 1999.
<TABLE>
<CAPTION>
For the Year Ended December 31, 1999
-------------------------------------------------------------------
Pro Forma Adjustments
------------------------------------------------------
UPC @Entertainment Stjarn K&T Group
Historical Acquisition (a) Acquisition(d) Acquisition (h)
------------ ----------------- -------------- -----------------
(in thousands of euros, except share and per share amounts)
<S> <C> <C> <C> <C>
Service and other revenue ................................. 447,501 43,432 17,726 74,778
Operating expense ......................................... (293,778) (65,488) (7,284) (28,725)
Selling, general and administrative expense ............... (466,260) (47,220) (5,483) (18,582)
Depreciation and amortization ............................. (266,070) (47,933)(b) (17,804) (e) (82,064)(i)
------------ ------------ --------- -----------
Net operating loss .................................. (578,607) (117,209) (12,845) (54,593)
Interest income ........................................... 28,064 2,612 168 -
Interest expense .......................................... (186,408) (60,080)(c) (23,467) (f) (107,704)(j)
Gain on sale of assets .................................... 1,501 - - -
Foreign exchange gain (loss) and other income
(expense), net .......................................... (22,561) (2,024) (7,714) (g) (3,636)(k)
------------ ------------ --------- -----------
Net loss before income taxes and other items ........ (758,011) (176,701) (43,858) (165,933)
Share in results of affiliated companies, net ............. (29,760) (929) - (1,682)
Minority interests in subsidiaries ........................ 1,651 - - (29)
Income tax benefit (expense) .............................. 1,822 (28) 258 170
------------ ------------ --------- -----------
Net loss ............................................ (784,298) (177,658) (43,600) (167,474)
============ ============ ========= ===========
Basic and diluted net loss per ordinary share(1) .......... (2.08)
============
Weighted-average number of ordinary shares
outstanding(1) .......................................... 377,969,829
============
<CAPTION>
For the Year Ended December 31, 1999
------------------------------------
SBS UPC
Transactions (l) Pro Forma
---------------- -------------
<S> <C> <C>
Service and other revenue ................................. 440,075 1,023,512
Operating expense ......................................... (326,958) (722,233)
Selling, general and administrative expense ............... (100,480) (638,025)
Depreciation and amortization ............................. (155,733)(m) (569,604)
------------ ------------
Net operating loss .................................. (143,096) (906,350)
Interest income ........................................... 4,428 35,272
Interest expense .......................................... (133,075)(n) (510,734)
Gain on sale of assets .................................... - 1,501
Foreign exchange gain (loss) and other income
(expense), net .......................................... (15,812)(o) (51,747)
------------ ------------
Net loss before income taxes and other items ........ (287,555) (1,432,058)
Share in results of affiliated companies, net ............. (9,834)(p) (42,205)
Minority interests in subsidiaries ........................ 3,695 5,317
Income tax benefit (expense) .............................. (573) 1,649
------------ ------------
Net loss ............................................ (294,267) (1,467,297)
============ ============
Basic and diluted net loss per ordinary share(1) .......... (3.54)
============
Weighted-average number of ordinary shares
outstanding(1) .......................................... 414,832,880 (q)
============
</TABLE>
<PAGE>
<TABLE>
<S> <C>
(1) As adjusted for UPC's 3 for 1 stock split in March 2000.
(a) Represents the historical results of operations of @ Entertainment for the
seven months ended July 31, 1999, except as indicated in (b) and (c),
converted from US dollars to euros using the average exchange rate for the
seven months ended July 31, 1999.
(b) Represents the increase in depreciation and amortization expense as a
result of the @ Entertainment acquisition:
Historical amortization and depreciation expense of @ Entertainment ............... (22,139)
Amortization of the goodwill purchase price allocation for the @ Entertainment
acquisition under purchase accounting, based on a 15 year life ................. (25,794)
---------------
(47,933)
===============
(c) @ Entertainment acquisition:
Historical interest expense of @ Entertainment .................................... (26,664)
Interest expense as a result of UPC's July 1999 senior notes
incurred for the @ Entertainment acquisition, at a blended
weighted average interest rate of 8.3% ......................................... (33,416)
---------------
(60,080)
===============
(d) Represents the historical results of operations of NBS Nordic for the seven months
ended July 31, 1999, except as indicated in (e), (f) and (g), converted from
Swedish kronor to euros using the average exchange rate for the seven months
ended July 31, 1999.
(e) Represents the increase in depreciation and amortization expense as a result of the
Stjarn acquisition:
Historical amortization and depreciation expense of Stjarn......................... (5,373)
Amortization of the goodwill purchase price allocation for the Stjarn acquisition
under purchase accounting, based on a 15 year life ............................. (12,431)
---------------
(17,804)
===============
(f) Represents the increase in interest expense as a result of the Stjarn acquisition:
Historical interest expense of Stjarn.............................................. (2,973)
Interest expense as a result of the Stjarn seller's notes, at an interest rate
of 8.0% ........................................................................ (4,335)
Interest expense as a result of UPC's July 1999 senior notes incurred for the
@ Stjarn acquisition, at a blended weighted average interest rate of 10.875% ... (16,159)
---------------
(23,467)
===============
(g) Represents the increase in foreign exchange gain (loss) and other income (expense),
net as a result of the Stjarn acquisition:
Historical foreign exchange gain (loss) and other income (expense), net of
Stjarn.......................................................................... -
Foreign exchange loss related to the proceeds of the US dollar-denominated Stjarn
seller's note .................................................................. (7,714)
---------------
(7,714)
===============
(h) Represents the historical results of operations of K&T Group for the year
ended December 31, 1999, except as indicated in (i), (j) and (k), converted
from Dutch guilders to euros using the fixed exchange rate.
(i) Represents the increase in depreciation and amortization expense as a
result of the K&T Group acquisition:
Historical amortization and depreciation expense of K&T Group ..................... (27,669)
Amortization of the goodwill purchase price allocation for the K&T Group
acquisition under purchase accounting, based on a 15 year life ................. (54,395)
---------------
(82,064)
===============
(j) Represents the net increase in interest expense as a result of the K&T
Group acquisition:
Historical interest expense of K&T Group .......................................... (11,967)
Elimination of historical interest expense due to payment by UPC of all
outstanding debt of SBS ........................................................ 11,967
Interest expense as a result of UPC's October 1999 and January 2000 senior
notes incurred for the K&T Group acquisition, at a blended
weighted average interest rate of 10.1% ........................................ (107,704)
---------------
(107,704)
===============
(k) Represents the increase in foreign exchange gain (loss) and other income
(expense), net as a result of the K&T Group acquisition:
Historical foreign exchange gain (loss) and other income (expense), net of
K&T Group ................................................................... -
Foreign exchange loss related to the proceeds of the US dollar-denominated
senior notes used to acquire K&T group ...................................... (3,636)
---------------
(3,636)
===============
</TABLE>
<PAGE>
<TABLE>
<S> <C>
(l) Represents the historical results of operations of SBS for the year ended
December 31, 1999, except as indicated in (m), (n), (o) and (p),
converted from US dollars to euros using the average exchange rate for the
year ended December 31, 1999.
(m) Represents the increase in depreciation and amortization expense as a
result of the SBS Transactions:
Historical amortization and depreciation expense of SBS ........................... (21,658)
Elimination of historical amortization related to SBS warrants .................... 395
Amortization of the goodwill purchase price allocation for the SBS Transactions
under purchase accounting, based on a 15 year life ............................. (134,470)
---------------
(155,733)
===============
(n) Represents the net increase in interest expense as a result of the SBS
Transactions:
Historical interest expense of SBS ................................................ (19,871)
Elimination of historical interest expense due to conversion of SBS
convertible debt to equity ..................................................... 5,600
Interest expense as a result of UPC's October 1999 and January 2000 senior notes
incurred for UPC's offer to acquire the remaining shares of SBS, at a blended
weighted average interest rate of 11.4% ........................................ (118,804)
---------------
(133,075)
===============
(o) Represents the increase in foreign exchange gain (loss) and other income
(expense), net as a result of the SBS Transactions:
Historical foreign exchange gain (loss) and other income (expense), net of
SBS ............................................................................ (9,332)
Foreign exchange loss related to the proceeds of the US dollar-denominated
senior notes used for the tender offer ......................................... (6,480)
---------------
(15,812)
===============
(p) Represents the net decrease in share in results of affiliated companies as
a result of the SBS Transactions:
Historical share in results of affiliated companies of SBS ........................ (15,017)
Elimination of historical share in results of affiliated companies recorded
by UPC for its 13.3% interest in SBS for the five months ended
December 31, 1999 .............................................................. 5,183
---------------
(9,834)
===============
(q) For pro forma purposes, the purchase price for UPC's acquisition in
July/August 1999 of 13.3% of SBS for approximately 95.0 million and UPC's
acquisition in January 2000 of an additional 10.2% interest in SBS for
approximately 163.5 million, are assumed to have been funded from the
proceeds of UPC's initial public offering and secondary offering,
respectively. Consequently, the pro forma weighted shares outstanding for
the year ended December 31, 1999 assumes the issuance of 10,339,211
ordinary shares A at the initial offering price and 8,507,369 ordinary
shares A at the secondary offering price of 9.18 and 19.22, respectively,
net of underwriters' commissions.
Additionally, for pro forma purposes, 14,425,457 ordinary shares A are
assumed to be outstanding for the year ended December 31, 1999, related to
UPC's ordinary shares A to be issued for the SBS tender offer.
</TABLE>
<PAGE>
(c) Exhibits
None.
<PAGE>
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: May 12, 2000 By: /s/ Charles H. R. Bracken
--------------------------------------------
Charles H. R. Bracken
Chief Financial Officer and member of
the Board of Management
