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 (Date of Earliest Event Reported): June 19, 2002
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 #)
BOEING AVENUE 53, 1119PE SCHIPOL RIJK, THE NETHERLANDS
(Address of Principal Executive Office)
(31) 20 778 9840
(Registrant's telephone number, including area code)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On June 19, 2002, the Supervisory Board of United Pan-Europe
Communications N.V. ("UPC") determined not to re-engage Arthur Andersen, as its
independent auditor. This determination was based upon the recommendation of
UPC's Audit Committee. Arthur Andersen's affiliate, Arthur Andersen LLP, was
also the independent auditor of UnitedGlobalCom, Inc. ("United"), which owns
approximately 52% of UPC's outstanding ordinary shares.
Except as noted in the following sentence, during the two most recent
fiscal years of UPC ended December 31, 2001, and the subsequent interim periods,
there were no disagreements between UPC and Arthur Andersen on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to Arthur Andersen's
satisfaction, would have caused Arthur Andersen to make reference to the subject
matter of the disagreement in connection with its reports. In connection with
UPC's Annual Report on Form 10-K for the year ended December 31, 2001, UPC and
Arthur Andersen disagreed on the appropriate application of accounting
principles generally accepted in the United States to the valuation of certain
features embedded in some of UPC's cross currency and interest rate derivative
contracts. The Audit Committees of both UPC and United discussed the matter with
Arthur Andersen. This disagreement was resolved following discussions among
United and UPC personnel, Arthur Andersen and the Office of the Chief Accountant
of the Securities and Exchange Commission. UPC has authorized Arthur Andersen to
respond fully to any inquiry regarding this disagreement that a successor
independent auditor of UPC may have.
None of the reportable events described under Item 304(a)(1)(v) of
Regulation S-K occurred within the two most recent fiscal years of UPC ended
December 31, 2001.
Except as noted in the following sentence, the audit reports of Arthur
Andersen on the consolidated financial statements of UPC as of and for the
fiscal years ended December 31, 2000 and 2001 did not contain any adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope or accounting principles. In its audit report dated
April 12, 2002, Arthur Andersen included the following statement:
The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going concern. As
discussed in Note 2 to the consolidated financial statements, the
Company has suffered recurring losses from operations and has a net
capital deficiency that raises substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these
matters are also described in Note 2. The consolidated financial
statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the
amount and classification of liabilities that might result should the
Company be unable to continue as a going concern.
A letter from Arthur Andersen, pursuant to item 304(a)(3) of Regulation
S-K, is attached hereto as Exhibit 16.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit Number Description
-------------- -----------
16.1 Letter of Arthur Andersen regarding change
in certifying accountant
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 by the
undersigned hereunto duly authorized.
UNITED PAN-EUROPE COMMUNICATIONS N.V.
Dated: June 21, 2002 By: /s/ ANTON A. M. TUIJTEN
-------------------------------------
Anton A. M. Tuijten
Senior Vice President & General Counsel