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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
APPLICATION FOR
WITHDRAWAL OF REGISTRATION STATEMENT
UNDER RULE 477
The undersigned Registrant applies, pursuant to Rule 477 under the
Securities Act of 1933, for withdrawal of the Registration Statement on Form S-4
(File No. 333-36848), filed with the Securities and Exchange Commission on May
12, 2000.
The Registrant, a public limited liability company organized and existing
under the laws of the Netherlands, filed the Registration Statement on Form S-4
in connection with the Registrant's proposed exchange offer (the "Exchange
Offer") for all of the issued and outstanding shares of common stock of SBS
Broadcasting S.A., a public limited liability corporation organized and existing
under the laws of Luxembourg. The Exchange Offer was to be effected by the
Registrant pursuant to that certain Exchange Offer Agreement between the
Registrant and SBS Broadcasting S.A., dated March 9, 2000, as amended by the
letter agreement, dated April 11, 2000 (such Exchange Offer Agreement, as
amended, referred to herein as the "Exchange Offer Agreement"), subject to the
terms thereof.
The Registrant is requesting the withdrawal of the Registration Statement
because the Exchange Offer Agreement has been terminated, by the mutual
agreement of the Registrant and SBS Broadcasting S.A., pursuant to that certain
Termination Agreement, dated May 21, 2000. Accordingly, the Exchange Offer will
not be commenced by the Registrant and the Registrant does not wish to register
its ordinary shares A in relation thereto on Form S-4. Failure to withdraw the
Registration Statement will result in substantial confusion and would be
inconsistent with the public interest and the protection of investors.
Respectfully submitted this 24th day of May, 2000.
UNITED PAN-EUROPE COMMUNICATIONS N.V.
By: /s/ Charles H. R. Bracken
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Name: Charles H. R. Bracken
Title: Board of Management Member
and Chief Financial Officer
Copy to:
Bonnie A. Barsamian, Esq.
Clifford Chance Rogers & Wells LLP
200 Park Avenue
New York, NY 10166
