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): February 1, 2002
United Pan-Europe
Communications N.V.
(Exact name of registrant as specified in its charter)
The Netherlands
(State or Other Jurisdiction of Incorporation)
000-25365
(Commission File Number)
98-0191997
(I.R.S. Employer Identification Number)
Boeing Avenue 53
1119 PE, Schiphol Rijk
The Netherlands
(Address and zip code of principal executive offices)
(31) 20-778-9840
(Registrant's telephone number, including area code)
Item 5. Other Events
On February 1, 2002, United Pan-Europe Communications N.V. (the
"Company") issued a press release announcing (i) that it had signed a Memorandum
of Understanding, dated as of February 1, 2002 (the "Memorandum of
Understanding"), by and among the Company, UnitedGlobalCom, Inc., a corporation
organized under the laws of the State of Delaware ("UGC"), and UGC Holdings,
Inc., a corporation organized under the State of Delaware and a subsidiary of
UGC ("UGC Holdings") and (ii) an update on previous market guidance. The
Memorandum of Understanding relates to the agreement in principle among the
Company and its indirect parent companies, UGC and UGC Holdings, to effectuate a
series of transactions, which, if consummated, would result in a restructuring
of the outstanding debt obligations of the Company and its subsidiaries and a
significant reduction in the outstanding debt obligations of the Company and its
subsidiaries. In connection with the proposed recapitalization, UPC also
announced that it did not intend to make the interest payment of EUR 113 million
due today on certain of its outstanding Notes. The full text of the press
release is attached as Exhibit 99.1 hereto. The Memorandum of Understanding is
attached as Exhibit 99.2 hereto.
In a separate transaction, the Company has amended certain swap
agreements with one of its banks. The swap agreements were entered into in
connection with the issuance of certain of the Company's notes, as more fully
described in Item 7A of the Company's Annual Report on Form 10-K for the year
ended December 31, 2000. The swap agreements were subject to early termination
upon the occurrence of certain events. The amendment provides that the bank's
obligations to the Company under the swap agreements have been substantially
fixed and the agreements will be unwound on or prior to July 30, 2002. In
settlement of the bank's obligations to the Company, the bank will deliver to
the Company approximately EUR 400 million, subject to adjustment in the case of
certain circumstances, in aggregate principle amount of the Senior Notes of the
Company described above held by that bank.
If the Company determines to make the interest payment due today on its
Notes prior to the expiration of the grace period on March 3rd, 2002, the
Company has sufficient dollar deposits to make that portion of the interest
payment denominated in dollars.
Item 7. Exhibits
Exhibit Number Description
99.1 Press Release dated February 1, 2002.
99.2 Memorandum of Understanding, dated as of February
1, 2002, by and among United Pan-Europe
Communications N.V., UnitedGlobalCom, Inc. and UGC
Holdings, Inc.
SIGNATURES
Pursuant to the requirements of the Securities and 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.
By:/s/ Anton A.M. Tuijten
---------------------------------
Name: Anton A.M. Tuijten
Title: Senior Vice President
and General Counsel
Dated: February 1, 2002