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): April 9, 2003
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
Extension of Temporary Waiver of Certain Rights
On April 9, 2003, United Pan-Europe Communications N.V. (the "Company")
issued a press release announcing that bank lenders and UnitedGlobalCom, Inc.
("UGC") have extended until September 30, 2003 the waivers of the defaults
arising as a result of the Company's decision not to make interest payments
under its outstanding 10 7/8% Senior Notes due 2009, 11 1/4% Senior Notes due
2010, 11 1/2% Senior Notes due 2010, 10 7/8% Senior Notes due 2007 and 11 1/4%
Senior Notes due 2009. This will allow the Company time to complete its
restructuring process and to manage the appeal procedure that has been filed by
InterComm Holdings, L.L.C. in relation to the decision of the Amsterdam court of
March 13, 2003, ratifying the plan of compulsory composition (the "Akkoord").
The full text of the press release is attached as Exhibit 99.1 hereto.
Amendment to the Waiver Letters
The definition of Termination Event, as defined in the modified waiver
letter dated September 30, 2002 (the "Modified Waiver Letter"), is amended to
include if at any time prior to the end of the Relevant Period, as defined in
the Modified Waiver Letter, any Dutch Court, a Dutch Court of Appeal or the
Dutch Supreme Court renders a judgment that has become final and conclusive that
annuls or otherwise reverses or overturns the decision of the Amsterdam court of
March 13, 2003, whereby the Akkoord was ratified or that otherwise has the
effect that the Akkoord is no longer effective or cannot be implemented. Except
as noted herein, the material terms of the waiver remain broadly unchanged from
those announced in the Modified Waiver Letter. The full text of the amended
waiver letter, dated April 4, 2003 is attached as Exhibit 99.2 hereto.
Furthermore, the Company has completed the transfer of certain head office
activities into the Company's "bank group" (i.e., entities under UPC
Distribution Holding B.V. that are borrowers under the bank facility) as
contemplated in Schedule 5 to the Modified Waiver Letter. In addition, as
highlighted on March 5, 2003 following the confirmation order signed by the U.S.
Bankruptcy Court for the Southern District of New York (the "U.S. Bankruptcy
Court "), the Company confirms that six million shares (the "SBS Shares") of SBS
Broadcasting S.A. have today been sold to UnitedGlobalCom Europe B.V. ("UGC
Europe") for EUR 100 million.
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Item 7. Exhibits
Exhibit Number Description
99.1 Press Release dated April 9, 2003.
99.2 Amended Waiver Letter dated April 4, 2003.
99.3 Purchase and Sale Agreement, dated as of March 5,
2003, by and between United CMH Holdings Inc. and
United Pan-Europe Communications N.V.
Item 9. Regulation FD Disclosure.
As previously reported, on March 5, 2003, following a hearing, the U.S.
Bankruptcy Court authorized the transfer of the SBS Shares to the Company from
one of its non-debtor subsidiaries, and the sale by the Company of the Shares to
United CMH Holdings, Inc. ("United CMH") or its assignee. The Company entered
into a Purchase and Sale Agreement, dated as of March 5, 2003 (the "Sale
Agreement"), with United CMH. United CMH assigned its rights to purchase the
Shares to UGC Europe. The Shares were transferred to the Company from one of its
subsidiaries on April 8, 2003. The Company sold the Shares, representing
approximately a 21% ownership stake in SBS, to UGC Europe on April 9, 2003 for
EUR 100,000,000. A copy of the Sale Agreement is attached as Exhibit 99.3
hereto.
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EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release dated April 9, 2003.
99.2 Amended Waiver Letter dated April 9, 2003.
99.3 Purchase and Sale Agreement, dated as of March 5, 2003, by and
between United CMH Holdings Inc. and United Pan-Europe
Communications N.V.
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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 by the
undersigned hereunto duly authorized.
UNITED PAN-EUROPE COMMUNICATIONS N.V.
By:/s/Anton A.M. Tuijten
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Name: Anton A.M. Tuijten
Title: Member of the Board of Management
and General Counsel
Dated: April 9, 2003
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