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): May 1, 2002
United Pan-Europe
Communications N.V.
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(Exact name of registrant as specified in its charter)
The Netherlands
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(State or Other Jurisdiction of Incorporation)
000-25365
(Commission File Number)
98-0191997
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(I.R.S. Employer Identification Number)
Boeing Avenue 53
1119 PE, Schiphol Rijk
The Netherlands
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(Address and zip code of principal executive
offices)
(31) 20-778-9840
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(Registrant's telephone number, including area
code)
Item 5. Other Events
On May 1, 2002, United Pan-Europe Communications N.V. (the "Company")
issued a press release announcing that it did not intend to make the interest
payment of EUR 38.9 million due that date on its outstanding 10 7/8% Senior
Notes due 2007 and 11 1/4% Senior Notes due 2009. The Company does not expect
that withholding these interest payments will affect the normal course of
business for the Company's operating companies. This failure to pay interest on
these senior notes is covered by the waivers received by the Company from (i)
the lenders under its EUR 4.0 billion senior secured bank credit facility and
(ii) UnitedGlobalCom ("UGC"), the holder of the Exchangeable Loan, as previously
announced on March 4, 2002. The Company also announced that it is continuing
constructive negotiations with its creditors, including UGC and an ad-hoc
committee representing the holders of its outstanding senior notes and senior
discount notes, to formulate a recapitalization plan for its balance sheet. The
full text of the press release is attached as Exhibit 99.1 hereto.
On April 26, 2002, the Company received notice that certain former
shareholders of Cignal Global Communications ("Cignal") have filed suit against
the Company in the District Court in Amsterdam, The Netherlands, claiming US$200
million on the basis that the Company failed to honor certain option rights
which were granted to those shareholders in connection with acquisition of
Cignal by Priority Telecom N.V., a subsidiary of the Company. The Company
believes that it has complied in full with its obligations to these shareholders
through the successful consummation of the initial public offering of Priority
Telecom N.V. on September 27, 2001. Accordingly, the Company believes that the
Cignal shareholders' claims are without merit and intends to defend this suit
vigorously.
Item 7. Exhibits
Exhibit Number Description
99.1 Press Release dated May 1, 2002.
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.
By: /s/ ANTON A.M. TUIJEN
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Name: Anton A.M. Tuijen
Title: Management and General Counsel
Dated: May 1, 2002