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 12, 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
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99.1 Motion for Order Authorizing (A) Transfer
of Shares of SBS Broadcasting S.A. to
the Company, (B) Sale of Shares and (C)
Assumption and Assignment of Related
Agreement, together with Exhibit A (Form
of Purchase and Sale Agreement).
Item 9. Regulation FD Disclosure.
On February 12, 2003, United Pan-Europe Communications N.V. (the "Company")
filed a motion (the "Motion") with the United States Bankruptcy Court for the
Southern District of New York (the "U.S. Bankruptcy Court") for an order
authorizing the transfer of shares of SBS Broadcasting S.A. ("SBS"), a joint
stock company organized and existing under the laws of Luxembourg, to the
Company from one of its non-debtor subsidiaries, and the sale by the Company of
the SBS shares to a subsidiary of UnitedGlobalCom, Inc., the indirect parent of
the Company. If the transactions are approved by the U.S. Bankruptcy Court, the
Company intends to sell 6,000,000 common shares of SBS, representing a 21.2%
ownership stake in SBS, for Euro 100,000,000. The proposed sale would be subject
to higher and better offers from third parties which are received on or before
the objection deadline for the Motion.
It is anticipated that the proposed sale of the SBS shares will be on
substantially the terms and conditions set forth in that form of Purchase and
Sale Agreement (the "Sale Agreement") filed with the U.S. Bankruptcy Court, as
Exhibit A to the Motion. A copy of the Motion (together with the Sale Agreement)
is attached as Exhibit 99.1 herto and may also be obtained from the U.S.
Bankruptcy Court's website located at http://www.nysb.uscourts.gov. The material
provisions of the Sale Agreement are as follows:
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GENERAL TERMS: The Company shall sell and convey the SBS shares
to the purchaser and the purchaser shall purchase
the SBS shares from the Company.
PURCHASE PRICE: The purchase price for the SBS Shares shall be
Euro 100,000,000 in cash on closing.
CONDITIONS: The sale of the SBS shares is subject to, inter
alia, the entry of the U.S. Bankruptcy Court's
order approving the sale.
CLOSING: The closing of the sale shall take place
before the Effective Date (as defined in the
Second Amended Chapter 11 Plan of Reorganization
jointly proposed by the Company and New UPC, Inc.,
dated January 7, 2003 and filed with the U.S.
Bankruptcy Court on January 9, 2003).
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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: February 14, 2003
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Motion for Order Authorizing (A) Transfer of Shares of SBS
Broadcasting S.A. to the Company, (B) Sale of Shares and (C)
Assumption and Assignment of Related Agreement, together with
Exhibit A (form of Purchase and Sale Agreement).
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