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: May 29, 2001
United Pan-Europe Communications N.V.
(Exact Name of Registrant as Specified in Charter)
Netherlands 000-25365 98-0191997
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification #)
incorporation)
Boeing Avenue 53
1119 PE Schipol Rijk
The Netherlands
(Address of Principal Executive Office)
011-31-20-778-9840
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
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On May 29, 2000, United Pan-Europe Communications N.V. ("UPC") announced the
completion of the placement with Liberty Media Corp. ("Liberty") of a US$856.8
million (EUR1.0 billion) convertible loan exchangeable into UPC ordinary shares
under certain circumstances at US$6.85 (EUR8.00) per share ("the Exchangeable
Loan "). The Exchangeable Loan replaces UPC's planned EUR1.0 billion rights
offering at EUR8.00 per share announced on February 23, 2001. The launch of the
rights offering and the EUR1 billion subscription commitment of UnitedGlobalCom,
Inc., UPC's majority shareholder ("United"), was conditional on the completion
of the Liberty/United transaction as announced on February 23, 2001. Liberty and
United have restructured their transaction, which has resulted in the issuance
of the Exchangeable Loan in place of the rights offering. The Exchangeable Loan
is expected to be transferred to an affiliate of United as part of the revised
Liberty/United transaction.
The principal terms of the Exchangeable Loan, which has been issued by a
wholly-owned subsidiary of UPC and which will be used to repay EUR750 million of
UPC short-term debt and for general corporate purposes, are as follows:
- Convertible into UPC ordinary shares at EUR8.00 per share after the first
anniversary - 6% coupon, payable in kind; six year maturity
- Callable by UPC at any time in the first year at 100% plus accrued interest;
callable thereafter on standard and customary terms for convertible
securities
- Following acquisition by United or its affiliate, mandatory conversion into
UPC ordinary shares at EUR8.00 per share on a EUR1.00 for EUR1.00 basis for
any equity raised by UPC at a price at or above EUR8.00 per share during
the first two years, EUR10.00 per share during the third year, EUR12.00 per
share during the fourth year, and EUR15.00 per share after the fifth year
- Mandatory conversion if UPC ordinary shares trade at EUR12.00 for 20 out of
30 trading days at any time after 18 months from issuance, or if UPC ordinary
shares trade above EUR10.40 for 20 out of 30 trading days after the third
anniversary.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(c) Exhibits
10.1 Loan Agreement dated as of May 25, 2001, among Belmarken
Holding B.V. and UPC as obligors and UPC Internet Holding
BV as guarantor and Liberty-Belmarken, Inc. as Lender.
10.2 Registration Rights Agreement dated as of May 25, 2001,
between United Pan-Europe Communications N.V. and
Liberty-Belmarken, Inc.
99.1 Press Release dated May 29, 2001.
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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 on its behalf of the
undersigned thereunto duly authorized.
UNITED PAN-EUROPE COMMUNICATIONS N.V.
Dated: June 1, 2001 By: /s/ Anton M. Tuijten
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Anton M. Tuijten
Board of Management Member
and General Counsel
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