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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
May 22, 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 of (Commission File Number) (IRS Employer
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 May 22, 2000, United Pan-Europe Communications N.V. ("UPC") announced that it
had entered into an agreement (the "Termination Agreement"), dated May 21, 2000
with SBS Broadcasting S.A. ("SBS") to terminate the Exchange Offer Agreement
(the "Agreement") dated March 9, 2000 and as amended April 11, 2000. The
Termination Agreement and a joint press release issued by UPC and SBS announcing
their termination of the Agreement are attached as Exhibits 10.1 and 99.1,
respectively, and are incorporated by reference herein. The description of the
Termination Agreement set forth above is qualified in its entirety by reference
to the provisions of the Termination 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 Termination Agreement, dated May 21, 2000 among United Pan-Europe
Communications N.V. and SBS Broadcasting S.A.
99.1 Press Release, dated May 22, 2000.
Page 2 of 9
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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/ Anton Tuijten
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Name: ANTON TUIJTEN
Title: GENERAL COUNSEL
Date: May 22, 2000
Page 3 of 9
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INDEX OF EXHIBITS
Exhibit No. Exhibit
10.1 Termination Agreement, dated May 21, 2000 among United
Pan-Europe Communications N.V. and SBS Broadcasting S.A.
99.1 Press Release, dated May 22, 2000
Page 4 of 9
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EXHIBIT 10.1
TERMINATION AGREEMENT
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THIS TERMINATION AGREEMENT (this "Agreement"), dated as of May 21, 2000, by and
between United Pan-Europe Communications N.V., a public limited liability
company (naamloze vennootschap) organised and existing under the laws of The
Netherlands ("UPC"), and SBS Broadcasting S.A., a public limited liability
corporation (societe anonyme) organized and existing under the laws of
Luxembourg ("SBS").
WITNESSETH:
WHEREAS, UPC and SBS have entered into that certain Exchange Offer
Agreement dated as of March 9, 2000, as amended by that certain letter agreement
between UPC and SBS, dated April 11, 2000 (such Exchange Offer Agreement, as
amended, referred to herein as the "Exchange Offer Agreement");
WHEREAS, pursuant to Section 8.01(a) thereof the Exchange Offer Agreement
may be terminated at any time prior to the Closing Date by mutual consent of UPC
and SBS;
WHEREAS, the Supervisory Board and the Board of Management of UPC and the
Board of Directors of SBS, respectively, have determined that it is advisable
and in the best interests of their respective shareholders to terminate the
Exchange Offer Agreement; and
WHEREAS, UPC and SBS have mutually agreed to terminate the Exchange Offer
Agreement as provided herein,
NOW THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, the parties hereto agree as follows:
Section 1. UPC and SBS hereby mutually agree, with immediate effect as of the
date hereof, that the Exchange Offer Agreement is hereby terminated pursuant to
Section 8.01(a) of the Exchange Offer Agreement with the effect set forth in
Section 8.02 thereof, except that UPC and SBS hereby agree that Section 9.01 of
the Exchange Offer Agreement will be void and of no effect forthwith on the
signing of this Agreement. In addition, subject to Section 2, UPC and SBS hereby
waive all rights, obligations, claims or liabilities of any kind that they have
against each other relating or pertaining to the Exchange Offer Agreement or the
transactions contemplated thereby.
Section 2. Notwithstanding the terms of Section 1 above: (a) the last sentence
of Section 6.03 of the Exchange Offer Agreement will continue in full force and
effect; and (b) the Private Placement Agreement dated as of 27 January 2000 by
and between UPC, SBS, and UnitedGlobalCom, Inc. will remain in full force and
effect.
Section 3. In addition, UPC agrees that each of: (a) the non-solicitation
agreements entered into by letters dated 9 March 2000 sent to UPC from each of
H.E. Sloan, M Finkelstein, H.A. Knight and Martin Kindskog; (b) the Share
Exchange Agreements dated 9 March 2000 between UPC and each of H.E. Sloan, M.
Finkelstein, H.A. Knight and Martin Lindskog; and (c) any agreement between UPC
and any director of SBS whereby any such
Page 5 of 9
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director agreed to resign as a director of SBS in connection with the Exchange
Offer Agreement will in the case of the Share Exchange Agreements terminate in
accordance with Section 9(ii) thereof and in the other cases will be void and of
no effect forthwith on the signing of this Agreement. UPC and SBS agree (and UPC
undertakes to ensure that UnitedGlobalCom, Inc. ("UGC") agrees) that the letter
agreement dated March 2000 sent by UPC to SBS and UGC amending the Private
Placement Agreement referred to in Section 2 above is void and of no effect
forthwith on the signing of this Agreement.
Section 4. As soon as reasonably possible after signature of this Agreement the
parties will take all reasonable steps to withdraw the Registration Statement
filed with the SEC.
Section 5. UPC and SBS hereby agree that prior to opening of the Amsterdam Stock
Exchange on 22 May 2000, they shall issue a joint press release substantially in
the form appended hereto.
Section 6. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.
Section 7. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original, but all of which, taken together, shall constitute
one and the same agreement.
Section 8. Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Exchange Offer Agreement.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed
on its behalf by its officers thereunto duly authorised, all at or on the day
and year first above written.
UNITED PAN-EUROPE COMMUNICATIONS N.V.
By: /s/ By: /s/
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Name: C. BRACKEN Name: A. M. TUIJTEN
Title: Chief Financial Officer Title: General Counsel
SBS BROADCASTING S.A.
By: /s/ By: /s/
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Name: H.A. McKNIGHT Name: H.E. SLOANE
Title: Vice Chairman Title: Chairman
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EXHIBIT 99.1
[LOGO OF UPC]
[LOGO OF SBS BROADCASTING]
For immediate release
UPC AND SBS BROADCASTING AGREE TO
TERMINATE EXCHANGE OFFER
AGREEMENT
AMSTERDAM and LUXEMBOURG, 22 MAY 2000 - United Pan-Europe Communications N.V.
(Amsterdam Stock Exchange (AEX):UPC; NASDAQ: UPCOY) and SBS Broadcasting S.A.
(AEX: SBSB; NASDAQ: SBTV) announced jointly today that they have agreed to
terminate the Exchange Offer Agreement dated March 9, 2000, as amended on April
11, 2000, between the two companies.
Commenting for UPC, Mark Schneider, Chairman and CEO, stated: "Because of the
continuing turmoil in the financial markets, we have reluctantly taken the
decision not to proceed with the acquisition of SBS. Given UPC's current share
price levels it is simply not practical to complete the transaction.
"UPC is SBS's largest shareholder and we remain fully committed to the SBS
strategy, particularly the separate alliances our companies have created
together. Harry Sloan and his management team have built a very solid and
growing business. UPC will continue to aggressively pursue its joint ventures
with SBS in the areas of developing content for multiple distribution networks,
including chello. For example, in April 2000, we announced the first two of our
four planned thematic channels, a youth-oriented film channel, targeted to a
younger 18-34 demographic, and a Gold channel, an archive-themed channel with
broader demographic appeal. Two additional channels are expected to be announced
shortly, one of which is anticipated to be a shopping channel."
Speaking for SBS, Harry Evans Sloan, Chairman and CEO, said: "It's unfortunate
that the decline in the financial markets has forced UPC to abandon a
transaction that made great sense for both companies. But, given SBS's strong
operating performance and continuing growth prospects, we simply could not
entertain anything less than a superior transaction for our shareholders.
"UPC is a substantial and growing company with great assets, good management and
a pan-European footprint that is congruent with SBS's own operations. We will
continue to work closely together, particularly in the areas of programming,
subscription services and new media, as we seek to leverage our respective
businesses to mutual advantage."
Description of Parties Issuing Press Release:
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,
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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.
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 March 31, 2000, on an
aggregate basis (pro-forma for announced acquisitions), UPC's aggregated
footprint reached 15.8 million franchise homes and 12.9 million homes passed
with approximately 8.4 million basic cable subscribers. In addition, UPC systems
had 271,400 residential telephony lines and 22,500 business telephony lines as
well as 176,800 residential Internet subscribers and 4,300 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.
Legal Disclaimers and Safe Harbor Statements:
The tender offer described in this announcement for the outstanding shares of
SBS has not commenced. This announcement is neither an offer to purchase nor a
solicitation of an offer to sell securities.
Statements in this press release regarding SBS's and UPC's businesses that are
not historical facts are "forward-looking statements" that involve risks and
uncertainties. These risks and uncertainties include the parties' abilities to
develop the business concepts outlined herein.
MATERIALS FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION WILL
BE AVAILABLE ELECTRONICALLY, WITHOUT CHARGE, AT AN INTERNET SITE MAINTAINED BY
THE SEC. THE ADDRESS OF THAT SITE IS HTTP://WWW.SEC.GOV.
THIS ANNOUNCEMENT MAY NOT BE DISTRIBUTED IN CANADA, AUSTRALIA OR JAPAN.
THIS ANNOUNCEMENT HAS BEEN ISSUED BY UNITED PAN-EUROPE COMMUNICATIONS N.V. AND
SBS BROADCASTING S.A. AND HAS BEEN APPROVED BY GOLDMAN SACHS INTERNATIONAL FOR
THE PURPOSES OF SECTION 57 OF THE UK FINANCIAL SERVICES ACT 1986.
Contacts:
For UPC:
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Charlie Bracken, Chief Financial Officer, UPC
Tel: +44 207 518 7995
Fax: +44 207 518 7994
Email: [email protected]
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Shane O'Neill, Managing Director of Strategy, Acquisitions & Corporate
Development, UPC
Tel: +44 207 518 9150
Fax: +44 207 518 7980
Email: [email protected]
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Ruth Pirie, Director of Investor Relations, UPC
Tel: +44 207 518 7980
Fax: +44 207 518 7981
Mobile: +44 778 841 7083
Email: [email protected]
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Henrietta Hirst, Director of Group Corporate Communications, UPC
Tel: +44 207 518 7996
Fax: +44 207 518 7981
Mobile: +44 788 074 2375
Email: [email protected]
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www.upccorp.com
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For SBS Broadcasting:
Investors: Chris Plunkett or Michael Smargiassi
Brainerd Communicators, Inc.
Tel: +1 212 986 6667
Press: Jeff Pryor
Pryor & Associates
Tel: +1 818 382 2233
or
Catrioina Cockburn
Citigate Dewe Rogerson
Tel: +44 207 292 2924
