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): December 3, 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 3. Bankruptcy and Receivership.
On December 3, 2002, United Pan-Europe Communications N.V. ("UPC" or
the "Company"), together with New UPC, Inc., a newly formed Delaware company,
and with the full support of its indirect parent company, UnitedGlobalCom, Inc.
("UGC") and an ad-hoc committee representing certain non-UGC holders of the
Company's senior notes and senior discount notes (the "Bondholder Committee"),
filed a voluntary petition for relief under Chapter 11 ("Chapter 11") of the
United States Bankruptcy Code (the "U.S. Bankruptcy Code"), a pre-negotiated
plan of reorganization and a related disclosure statement with the United States
Bankruptcy Court for the Southern District of New York (the "U.S. Bankruptcy
Court") (Case No. 02-16020).
In conjunction with the commencement of the Chapter 11 case, the
Company also voluntarily, and with the full support of UGC and the Bondholder
Committee, commenced a moratorium of payments in The Netherlands under Dutch
bankruptcy law and has filed a proposed plan of compulsory composition (Akkoord)
with the Amsterdam Court (Rechtbank) (the "Dutch Court") under the Dutch
Faillissementswet (the "Dutch Bankruptcy Code").
The Company remains in possession of its assets and properties, and,
except with respect to the appointment of a Dutch administrator under the
Akkoord pursuant to the Dutch Bankruptcy Code, continues to operate its
businesses and manage its properties as a "debtor-in-possession" pursuant to
Sections 1107 and 1108 of the U.S. Bankruptcy Code and under the supervision of
the U.S. Bankruptcy Court. The Chapter 11 proceeding of the Company does not
involve any of the operating subsidiaries of the Company which hold
substantially all of the fixed assets and contracts relating to the UPC group's
employees, suppliers and customers.
Under the waiver and amendment, dated September 30, 2002 (the "UPCD
Facility Waiver"), to the senior secured credit facility dated October 26, 2000
(the "UPC Distribution Facility") among UPC Distribution Holding B.V., as
Borrower, TD Bank Europe Limited and Toronto Dominion (Texas), Inc., as Facility
Agents, and a group of banks and financial institutions (the "UPCD Facility
Banks"), the UPCD Facility Banks have agreed to waive the event of default
arising under the UPC Distribution Facility arising out of the Company's
commencement of voluntary Chapter 11 proceedings in the U.S. Bankruptcy Court
and the moratorium of payment proceedings with the Dutch Court. A copy of the
UPCD Facility Waiver was filed by the Company as Exhibit 99.3 in a Current
Report on Form 8-K on September 30, 2002.
A copy of the Company's press release announcing the foregoing is
attached hereto as Exhibit 99.1 and is incorporated in its entirety herein by
reference.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number Description
99.1 Press Release, dated December 3, 2002, relating to
the Company's commencement of a Chapter 11 case in
the United States and a moratorium of payments
proceeding in The Netherlands.
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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
___________________________________
Name: Anton A.M. Tuijten
Title: Member of the Board of Management
and General Counsel
Dated: December 3, 2002
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