UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
AMENDED AND RESTATED
SCHEDULE 13D
Under the Securities Exchange Act of 1934
SBS Broadcasting S.A.
(formerly Scandinavian Broadcasting System S.A.)
(Name of Issuer)
Ordinary Shares of Euro 2.00 each
(Title of Class of Securities)
L8137F-10-2
(CUSIP Number)
Anton A.M. Tuijten, Esq. with copies to:
General Counsel William F. Wynne, Jr., Esq.
United Pan-Europe Communications N.V. White & Case LLP
Boeing Avenue 53 1155 Avenue of the Americas
1119 PE Schiphol Rijk New York, NY 10036
The Netherlands (212) 819-8316
11-31-20-778-9872
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 12, 2003
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
____________
Page 2 of 12
SCHEDULE 13D
---------------------------------
CUSIP No. L8137F-10-2
---------------------------------
-------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
United Pan-Europe Communications N.V.
98-0191997
-------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)|_|
(b)|X|
-------- ----------------------------------------------------------------------
3 SEC USE ONLY
-------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
-------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |_|
PURSUANT TO ITEMS 2(d) or 2(e)
-------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
----------------------------------- ------- -----------------------------------
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON 0
WITH
------- -----------------------------------
8 SHARED VOTING POWER
6,000,000(1)
------- -----------------------------------
9 SOLE DISPOSITIVE POWER
0
------- -----------------------------------
10 SHARED DISPOSITIVE POWER
6,000,000
-------- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000,000
-------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |_|
CERTAIN SHARES
-------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.2%
-------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO, HC
-------- ----------------------------------------------------------------------
---------------
1 UnitedGlobalCom, Inc. ("UGC") indirectly owns 53.1% of United Pan Europe
Communications N.V. ("UPC"). UPC, in turn, indirectly owns 100% of UPC
Investments I B.V. ("UPC Investments") which owns the ordinary shares that
are the subject to this Schedule 13D. UGC directly owns 100% of the issued
and outstanding shares of United CMH Holdings, Inc. ("United CMH"). United
CMH, or another affiliate entity of UGC, may acquire the ordinary shares
that are the subject to this Schedule 13D.
Page 3 of 12
SCHEDULE 13D
---------------------------------
CUSIP No. L8137F-10-2
---------------------------------
-------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
UPC Investments I B.V.(2)
-------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)|_|
(b)|X|
-------- -----------------------------------------------------------------------
3 SEC USE ONLY
-------- -----------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
-------- -----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |_|
PURSUANT TO ITEMS 2(d) or 2(e)
-------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
----------------------------------- ------- ------------------------------------
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON 0
WITH
------- ------------------------------------
8 SHARED VOTING POWER
6,000,000
------- ------------------------------------
9 SOLE DISPOSITIVE POWER
0
------- ------------------------------------
10 SHARED DISPOSITIVE POWER
6,000,000
-------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000,000
-------- -----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |_|
CERTAIN SHARES
-------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.2%
-------- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
-------- -----------------------------------------------------------------------
---------------
2 UPC indirectly owns 100% of the shares of UPC Investments.
Page 4 of 12
Item 1. Security and Issuer
This Amended and Restated Schedule 13D amends and restates the original
Schedule 13D filed on September 20, 2000, relating to 6,000,000 of the ordinary
shares of Euro 2.00 each (the "Shares") of SBS Broadcasting S.A. (the "Company")
acquired by UPC Investments I B.V. (the "Initial Purchaser") pursuant to the
Share Purchase and Sale Agreement (the "Initial Agreement"), dated as of August
30, 2000, between the Initial Purchaser and United Pan-Europe Communications
N.V. (the "Seller" and, together with the Initial Purchaser, the "Reporting
Persons") (a copy of which is attached hereto as Exhibit 1).
The principal executive offices of the Company are located at 8-10 rue
Marthias Hardt, L-1717, Luxembourg, Luxembourg.
Item 2. Identity and Background.
Name: UPC Investments I B.V., a private company with
limited liability organized under the laws of The
Netherlands.
United Pan-Europe Communications N.V., a public
company with limited liability organized under the
laws of The Netherlands, is one of the leading
broadband communications and entertainment
companies in Europe.
The name, citizenship, business address, present
principal occupation or employment of the sole
director of the Initial Purchaser, each member of
the Management Board of the sole director of the
Initial Purchaser and of each executive officer,
each member of the Supervisory Board and each
member of the Management Board of the Seller are
set forth in Schedule I attached hereto.
Business address: The Initial Purchaser's principal business address
is Boeing Avenue 53, 1119 PE Schiphol Rijk, The
Netherlands. The Seller's principal business
address is Boeing Avenue 53, 1119 PE Schiphol
Rijk, The Netherlands.
Criminal convictions: During the last five years, none of the Initial
Purchaser, the Seller or, to the best of their
knowledge, any person listed on Schedule I
attached hereto, has been convicted in a criminal
proceeding (excluding traffic violations or
similar misdemeanors).
Civil proceedings: During the last five years, none of the Initial
Purchaser, the Seller or, to the best of their
knowledge, any person
Page 5 of 12
listed on Schedule I attached hereto, has been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and
as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, Federal or State securities
laws or finding any violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration
The source of funds to initially acquire the Shares of the Company by
the Initial Purchaser pursuant to the Initial Agreement was a loan made to the
Initial Purchaser by the Seller, which is also its parent company.
Item 4. Purpose of Transaction
The Initial Purchaser initially acquired the Shares of the Company
pursuant to the Initial Agreement in connection with a reorganization of the
United Pan-Europe Communications N.V. group (the "Group").
The Shares were initially acquired for investment purposes and to
strengthen the existing relationship of the Group with the Company, including
possibly pursuing additional business opportunities, including broadcasting or
programming ventures in their respective areas of operations. On March 9, 2000,
the Seller and the Company announced their intention to enter into an exchange
offer whereby the Seller would acquire control of the Company. On May 22, 2000,
the Company and the Seller terminated the exchange offer because of an adverse
change in the financial markets and their respective share prices.
On December 3, 2002, the Seller commenced a voluntary Chapter 11 case
(the "Chapter 11 Case") in the United States Bankruptcy Court for the Southern
District of New York (the "Bankruptcy Court"). In order to further the Seller's
reorganization efforts and to enable it to consummate a plan of reorganization
in the Chapter 11 Case, the Seller intends to sell the Shares to an affiliate of
UnitedGlobalCom, Inc., a Delaware corporation (the "Parent"), in accordance with
the terms and conditions of a purchase and sale agreement, the form of which is
attached to the motion filed with the Bankruptcy Court for an order authorizing
the transfer of the Shares (the "Motion for Order"). The Motion for Order is
attached hereto as Exhibit 3. The Shares will be sold to either United CMH
Holdings, Inc., an indirect wholly-owned subsidiary of the Parent, or to an
affiliate of the Parent in which the Parent will own at least a majority
interest. The sale of the Shares will be subject to obtaining an order of the
Bankruptcy Court approving such sale under Sections 363 and 1146 of Title 11 of
the United States Code and obtaining the approval of the Administrator (the
"Administrator") appointed by the Amsterdam Court (Rechtbank) to oversee the
operations of the Seller.
Except as otherwise set forth in this Item 4, none of the Initial
Purchaser, the Seller or, to the best of their knowledge, any person named in
Schedule I attached hereto, has any plan or proposal which relates to or would
result in any of the transactions described in subparagraphs (a) through (j) of
Item 4 of Schedule 13D.
Page 6 of 12
Item 5. Interest in Securities of the Issuer
Pursuant to the Initial Agreement, the Initial Purchaser initially
acquired the Shares of the Company. Accordingly, the Initial Purchaser and its
indirect parent, the Seller, beneficially own 6,000,000 ordinary shares
representing 21.2% of the outstanding ordinary share capital of the Company. The
Seller had agreed to be bound by the provisions contained in the Private
Placement Agreement, dated January 27, 2000, between the Seller, the Company and
UGC Holdings Inc. (formerly known as UnitedGlobalCom, Inc.)(a copy of which is
attached hereto as Exhibit 2), including provisions that related to a sale of
the Shares.
The Seller and the Initial Purchaser share voting power and share
dispositive power with respect to the Shares.
Except as otherwise set forth in this Item 5, none of the Initial
Purchaser, the Seller or, to the best of their knowledge, any of the persons
named in Schedule I attached hereto, beneficially owns any ordinary shares of
the Company.
Except as otherwise set forth in this Item 5, none of the Initial
Purchaser, the Seller or, to the best of their knowledge, any of the persons
named in Schedule I attached hereto, has effected any transaction in ordinary
shares of the Company during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Pursuant to the Initial Agreement, the Initial Purchaser initially
acquired the Shares of the Company.
The sole director of the Initial Purchaser intends to declare and pay
a dividend in kind on its share capital to the sole holder of such share
capital, UPC Intermediates B.V. ("Intermediates"), and to transfer the Shares of
the Company to Intermediates as a dividend in kind.
The Board of Management of Intermediates intends to declare and pay a
dividend in kind on its share capital to the sole holder of such share capital,
the Seller, and to transfer the Shares of the Company to the Seller as a
dividend in kind.
The Seller intends to enter into a purchase and sale agreement with an
affiliate of the Parent, pursuant to which the Seller would sell the Shares of
the Company to an affiliate of the Parent for an amount in cash equal to one
hundred million euros (Euro 100,000,000) subject to certain terms and
conditions, including obtaining the approval of the Bankruptcy Court and the
Administrator.
Page 7 of 12
Item 7. Material to Be Filed as Exhibits
1. Share Purchase and Sale Agreement by and between UPC Investments
I B.V. and United Pan-Europe Communications N.V., dated August
30, 2000.*
2. Private Placement Agreement by and among SBS Broadcasting S.A.,
United Pan-Europe Communications N.V. and United International
Holdings, Inc. d/b/a UnitedGlobalCom, Inc., dated January 27,
2000.**
3. Motion for Order Authorizing (A) Transfer of Shares of SBS
Broadcasting S.A. to the United Pan-Europe Communications N.V.,
(B) Sale of Shares and (C) Assumption and Assignment of Related
Agreement, together with the form of purchase and sale agreement
to be entered into by and between United Pan-Europe
Communications N.V. and an affiliate of UnitedGlobalCom, Inc.***
4. Joint Filing Agreement between UPC Investments I B.V. and United
Pan-Europe Communications N.V., dated February 25, 2003.
____________
* Incorporated by reference from Exhibit No. 2 to the Schedule 13D filed by
the Initial Purchaser, the Seller and the Parent on September 20, 2000 with
respect to the Company (File No. 005-44181).
** Incorporated by reference from Exhibit No. 3 to the Schedule 13D filed by
the Initial Purchaser, the Seller and the Parent on September 20, 2000 with
respect to the Company (File No. 005-44181).
*** Incorporated by reference from Exhibit No. 99.1 to the Form 8-K filed by
the Seller on February 14, 2003 (File No. 000-25365).
Page 8 of 12
SIGNATURES
----------
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
UPC INVESTMENTS I B.V.
By: UPC MANAGEMENT B.V., its sole
director
By: /s/ Anton A.M. Tuijten
--------------------------------
Name: Anton A.M. Tuijten
Title: Director
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
Date: February 25, 2003
Page 9 of 12
The following table contains the executive officers, the members of
the Board of Management, as well as the members of the Supervisory Board of
United Pan-Europe Communications N.V. It sets forth (i) the name, (ii)
citizenship and (iii) the present principal occupation or employment of each
person. The principal business address for the United Pan-Europe Communications
N.V. and the current business address for each of its officers and board members
is Boeing Avenue 53, 1119 PE Schiphol Rijk, The Netherlands.
Board of Management and Supervisory Board of United Pan-Europe Communications N.V.
---------------------------------- -----------------------------------------------------------------------------------
Name and Citizenship Present Principal Occupation or Employment and Name of Employer
-------------------- ---------------------------------------------------------------
---------------------------------- -----------------------------------------------------------------------------------
John F. Riordan Board of Management Member, President and Chief Executive
Ireland Officer of
United Pan-Europe Communications N.V.
---------------------------------- -----------------------------------------------------------------------------------
Charles H.R. Bracken Board of Management Member and Chief Financial Officer of
United Kingdom United Pan-Europe Communications N.V.
---------------------------------- -----------------------------------------------------------------------------------
Gene Musselman Board of Management Member and Chief Operating Officer of
United States United Pan-Europe Communications N.V.
---------------------------------- -----------------------------------------------------------------------------------
Nimrod J. Kovacs Board of Management Member of
United States United Pan-Europe Communications N.V. and
Executive Chairman of UPC Central Europe
---------------------------------- -----------------------------------------------------------------------------------
Shane O'Neill Board of Management Member and Chief Strategy Officer of
Ireland United Pan-Europe Communications N.V.
---------------------------------- -----------------------------------------------------------------------------------
Anton M. Tuijten Board of Management Member, Senior Vice President and General
The Netherlands Counsel of
United Pan-Europe Communications N.V.
---------------------------------- -----------------------------------------------------------------------------------
Michael T. Fries Chairman of the Supervisory Board of
United States United Pan-Europe Communications N.V. and
Director, Office of the Chairman, President and
Chief Operating Officer of
UnitedGlobalCom, Inc.*
---------------------------------- -----------------------------------------------------------------------------------
John P. Cole, Jr. Supervisory Board Director of
United States United Pan-Europe Communications N.V. and
Director of
UnitedGlobalCom, Inc.*
---------------------------------- -----------------------------------------------------------------------------------
John W. Dick Supervisory Board Director of
Canada United Pan-Europe Communications N.V. and
Non-executive Chairman and Director of Hooper Industries
Group
---------------------------------- -----------------------------------------------------------------------------------
Richard de Lange Supervisory Board Director of
The Netherlands United Pan-Europe Communications N.V. and
Chairman of the Board of Management of
Philips Electronics Nederland B.V.**
Page 10 of 12
---------------------------------- -----------------------------------------------------------------------------------
Ellen P. Spangler Supervisory Board Director of
United States United Pan-Europe Communications N.V. and
Senior Vice President of Business and Legal Affairs and
Secretary of
UnitedGlobalCom, Inc.*
---------------------------------- -----------------------------------------------------------------------------------
Tina M. Wildes Supervisory Board Director of
United States United Pan-Europe Communications N.V. and
Director and Senior Vice President of Administration of
UnitedGlobalCom, Inc.*
---------------------------------- -----------------------------------------------------------------------------------
Gene W. Schneider Advisor to the Supervisory Board of
United States United Pan-Europe Communications N.V. and
Chairman and Chief Executive Officer of
UnitedGlobalCom, Inc.*
---------------------------------- -----------------------------------------------------------------------------------
________________________________
* The principal business address for UnitedGlobalCom, Inc. is 4643 South
Ulster Street, Suite 1300, Denver, Colorado 80237.
** The principal business address for Philips Electronics Nederland B.V. is
Prof. Holstlaan 4, 5656 AA Eindhoven, The Netherlands.
Page 11 of 12
UPC Investments I B.V. does not have any officers. The sole director of UPC
Investments I B.V. is UPC Management B.V. The principal business address for UPC
Investments I B.V. is Boeing Avenue 53, 1119 PE Schiphol, Rijk, The Netherlands.
The following table contains the members of the Board of Managment of UPC
Management B.V. It sets forth (i) the name, (ii) citizenship and (iii) the
present principal occupation or employment of each person. UPC Management B.V.
does not have any officers. UPC Management B.V. is a private company organized
under the laws of The Netherlands. The principal business address for UPC
Management B.V. and the current business address for each of its board members
is Boeing Avenue 53, 1119 PE Schiphol Rijk, The Netherlands.
Board of Management of UPC Management B.V.
---------------------------------- -----------------------------------------------------------------------------------
Name and Citizenship Present Principal Occupation or Employment and Name of Employer
-------------------- ----------------------------------------------------------------
---------------------------------- -----------------------------------------------------------------------------------
Anton M. Tuijten Member of Board of Management
The Netherlands of UPC Management B.V. and
Board of Management Member, Senior Vice President and
General Counsel of
United Pan-Europe Communications N.V.
---------------------------------- -----------------------------------------------------------------------------------
---------------------------------- -----------------------------------------------------------------------------------
John F. Riordan Member of Board of Management
Ireland of UPC Management B.V. and
Board of Management Member, President and
Chief Execuitve Officer of
United Pan-Europe Communications N.V.
---------------------------------- -----------------------------------------------------------------------------------
---------------------------------- -----------------------------------------------------------------------------------
Charles H.R. Bracken Member of Board of Management
United Kingdom UPC Management B.V. and
Board of Management Member and Chief Financial Officer of
United Pan-Europe Communications N.V.
---------------------------------- -----------------------------------------------------------------------------------
---------------------------------- -----------------------------------------------------------------------------------
Gene Musselman Member of Board of Management
United States UPC Management B.V. and
Board of Management Member and Chief Operating Officer of
United Pan-Europe Communications N.V.
---------------------------------- -----------------------------------------------------------------------------------
Page 12 of 12
EXHIBIT INDEX
Exhibit No. Exhibit
----------- -------
1. Share Purchase and Sale Agreement by and between UPC
Investments I B.V. and United Pan-Europe Communications
N.V., dated August 30, 2000.*
2. Private Placement Agreement by and among SBS Broadcasting
S.A., United Pan-Europe Communications N.V. and United
International Holdings, Inc. d/b/a UnitedGlobalCom, dated
January 27, 2000.**
3. Motion for Order Authorizing (A) Transfer of Shares of SBS
Broadcasting S.A. to the United Pan-Europe Communications
N.V., (B) Sale of Shares and (C) Assumption and Assignment
of Related Agreement, together with the form of purchase and
sale agreement to be entered into by and between United
Pan-Europe Communications N.V. and an affiliate of
UnitedGlobalCom, Inc.***
4. Joint Filing Agreement between UPC Investments I B.V. and
United Pan-Europe Communications N.V., dated February 25,
2003.
_______________
* Incorporated by reference from Exhibit No. 2 to the Schedule 13D filed by
the Initial Purchaser, the Seller and the Parent on September 20, 2000 with
respect to the Company (File No. 005-44181).
** Incorporated by reference from Exhibit No. 3 to the Schedule 13D filed by
the Initial Purchaser, the Seller and the Parent on September 20, 2000 with
respect to the Company (File No. 005-44181).
*** Incorporated by reference from Exhibit No. 99.1 to the Form 8-K filed by
the Seller on February 14, 2003 (File No. 000-25365).