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: July 30, 1999
UnitedGlobalCom, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-21974 84-1116217
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification #)
incorporation)
4643 South Ulster Street, Suite 1300, Denver, CO 80237
(Address of Principal Executive Office)
(303) 770-4001
(Registrant's telephone number, including area code)
Item 2. Acquisition or Disposition of Assets
On August 6, 1999, UPC's wholly owned subsidiary, Bison Acquisition Corp.,
completed a tender offer for all outstanding shares of the common stock of
@Entertainment, Inc. (Nasdaq: AETN) at a price of $19.00 per share in cash.
Approximately 33,701,073 shares were tendered pursuant to the offer, which
expired at 12:00 midnight, New York City time, on Thursday, August 5, 1999. On 9
August 1999, UPC merged Bison Acquisition Corp. into @Entertainment and
disbursed $19.00 per share in cash to the remaining @Entertainment stockholders.
The purchase price for @Entertainment totaled $807 million. It will be accounted
for using the purchase method of accounting. The purchase price was provided by
the closing of the sale of UPC's Senior Notes and Senior Discount Notes due 2009
on July 30, 1999.
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Item 5. Other Events
On July 30, 1999, UPC acquired from certain sellers represented by EQT
Scandinavia Limited all of the capital stock of NBS Nordic Broadband Services
AB, which operates a cable television system in Stockholm, Sweden, for a
purchase price of $397.0 million, after adjustments for debt and cash as of July
31, 1999. The purchase price for the capital stock was determined by negotiation
between UPC and EQT Scandinavia Limited. $100.0 million of the purchase price
was paid in the form of a one year note with interest at 8% per year and $297.0
million was paid in cash at closing. The cash portion of the purchase price was
provided by the closing of the sale of UPC's Senior Notes and Senior Discount
Notes due 2009 on July 30, 1999. The note will automatically convert into UPC's
Ordinary Shares B in the event of a public equity offering of those shares. If
no public equity offering occurs, UPC will have the option, at maturity of the
note, to pay the note in either cash or stock. The acquisition will be accounted
for under the purchase accounting method. As a result of the acquisition of the
stock, UPC acquired a cable television system in Stockholm, Sweden. UPC intends
to continue to operate the system and to offer its digital video, telephone and
Internet/data services over the system.
Item 7. Financial Statements and Exhibits
(a) As of the date of this Form 8-K, it is impractical for the
Company to provide the financial statements for the
acquisition described in Item 2 above, required pursuant to
Article 3 of Regulation S-X. In accordance with Item 7(a) of
Form 8-K, such financial statements will be filed by amendment
to this Form 8-K.
(b) As of the date of this Form 8-K, it is impractical for the
Company to provide the pro forma financial information
required pursuant to Article 11 of Regulation S-X. In
accordance with Item 7(b) of Form 8-K, such pro forma
financial information will be filed by amendment to this Form
8-K.
(c) Exhibits
2.1* Agreement and Plan of Merger among @Entertainment, Inc., United Pan-Europe
Communications N.V. and Bison Acquisition Corp. dated as of June 2, 1999
2.2* Stockholders Agreement among @Entertainment, Inc., United Pan-Europe
Communications N.V., Bison Acquisition Corp. and Morgan Grenfell
Development Capital Syndications Limited dated as of June 2, 1999
2.3* Stoockholders Agreement among @Entertainment, Inc., United Pan-Europe
Communications N.V., Bison Acquisition Corp. and Morgan Grenfell
Development Capital Syndications Limited dated as of June 2, 1999
2.4* Share Purchase Agreement between the Sellers represented by EQT Scandinavia
Limited and United Pan-Europe Communications N.V.
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* Incorporated by reference from UPC's Current Report on Form 8-K filed
August 13, 1999.
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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.
UNITEDGLOBALCOM, INC.
DATE: August 13, 1999 By: /s/ Valerie L. Cover
Valerie L. Cover
Controller and Vice President
(a duly authorized officer and
principal financial officer)
