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): January 27, 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 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
Number Description
99.1 Monthly Unaudited Parent Only Operating
Report of United Pan-Europe Communications N.V.
(the "Company") for the period from December 3,
2002 to December 31, 2002.
Item 9. Regulation FD Disclosure.
On January 27, 2003, the Company filed with the United States Bankruptcy
Court for the Southern District of New York (the "U.S. Bankruptcy Court") its
monthly unaudited parent only operating report for the period from December 3,
2002 to December 31, 2002 (the "Monthly Operating Report") (which was revised
from the monthly operating report for the same period filed with the U.S.
Bankruptcy Court on January 24, 2003), a copy of which is attached hereto as
Exhibit 99.1.
Limitation on Incorporation by Reference
In accordance with General Instruction B.2 of Form 8-K, the information in
this Item 9 shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, nor shall such information be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, except
as shall be expressly set forth by specific reference in such a filing. The
information set forth in this Item 9 will not be deemed an admission as to the
materiality of any information required to be disclosed solely to satisfy the
requirements of Regulation FD.
Cautionary Statement Regarding Financial and Operating Data
The Monthly Operating Report contains unaudited financial statements and
other financial information that were not prepared with a view to compliance
with published guidelines of the Securities and Exchange Commission (the "SEC")
or the guidelines established by the American Institute of Certified Public
Accountants. The Company's independent auditors have not examined, compiled or
performed any procedures with respect to the financial information presented in
the Monthly Operating Report, nor have they expressed any opinion or any other
form of assurance of such information or its achievability, and accordingly
assume no responsibility for them. Operating results for the period from
December 3, 2002 to December 31, 2002 are not necessarily indicative of the
results that may be expected for the full year ending December 31, 2002.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K (this "Report") and the Monthly Operating
Report contain forward-looking statements (any statement other than those made
solely with respect to historical fact) based upon management's beliefs, as well
as assumptions made by and data currently available to management. This
information has been, or in the future may be, included in reliance on the "safe
harbor" provisions of the Private Securities Litigation Reform Act of
-2-
1995. These forward-looking statements are based on a variety of assumptions
that may not be realized and are subject to significant business, economic,
judicial and competitive risks and uncertainties, including those set forth
below, many of which are beyond the Company's control. The Company's actual
operations, financial condition, cash flows or operating results may differ
materially from those expressed or implied by any such forward-looking
statements. These statements relate to the Company's future plans, objectives,
expectations and intentions. These statements may be identified by the use of
words like "believes," "expects," "may," "will," "would," "should," "seeks,"
"pro forma," "anticipates" and similar expressions. The Company undertakes no
obligation to update or revise any such forward-looking statements.
The forward-looking statements and the Company's liquidity, capital
resources and results of operations are subject to a number of risks and
uncertainties including, but not limited to, the following: the ability of the
Company to continue as a going concern; the ability of the Company and its
subsidiaries to operate pursuant to the terms of their existing credit
facilities and arrangements; the ability to fund, develop and execute the
Company's business plan; the ability of the Company to restructure its
outstanding indebtedness on a satisfactory and timely basis; the ability of the
Company to confirm and consummate the plan of reorganization (the "Plan") under
the United States Bankruptcy Code and the plan of compulsory composition
(Akkoord) (the "Akkoord") under the Dutch Bankruptcy Code (Faillissementswet);
the ramifications of any restructuring; risks associated with not completing the
restructuring consistent with the Company's timetable; risks associated with
third parties seeking and obtaining approval of the U.S. Bankruptcy Court or the
Amsterdam Court (Rechtbank) to take actions inconsistent with, or detrimental
to, the consummation of the Plan and the Akkoord; potential adverse developments
with respect to the Company's liquidity or results of operations; competitive
pressures from other companies in the same or similar lines of business as the
Company; trends in the economy as a whole which may affect subscriber confidence
and demand for the goods and services supplied by the Company; the ability of
the Company to predict consumer demand as a whole, as well as demand for
specific goods and services; the acceptance and continued use by subscribers and
potential subscribers of the Company's services; changes in technology and
competition; the Company's ability to achieve expected operational efficiencies
and economies of scale and its ability to generate expected revenue and achieve
assumed margins; the ability of the Company to attract, retain and compensate
key executives and other personnel; the ability of the Company to maintain
existing arrangements and/or enter into new arrangements with third party
providers and contract partners; potential adverse publicity, as well as other
factors detailed from time to time in the Company's filings with the SEC. Given
these uncertainties, readers are cautioned not to place undue reliance on the
forward-looking statements contained in this Report and the Monthly Operating
Report.
-3-
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: January 28, 2003