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): March 5, 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 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.
99.2 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.
As previously reported, 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. A copy of the Motion
is attached as Exhibit 99.2 hereto and may also be obtained from the U.S.
Bankruptcy Court's website located at http://www.nysb.uscourts.gov.
On March 5, 2003, following a hearing, the U.S. Bankruptcy Court authorized
the transfer of shares of SBS 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 Company intends to sell 6,000,000 common shares of
SBS, representing a 21.2% ownership stake in SBS, for Euro 100,000,000.
Following the hearing and the issuance of the order, the parties will execute
the Purchase and Sale Agreement (the "Sale Agreement").
It is anticipated that the proposed sale of the SBS shares will be on
substantially the terms and conditions set forth in the Sale Agreement. The
material provisions of the Sale Agreement are as follows:
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
___________________
* Incorporated by reference to Exhibit 99.1 of the Company's Current Report on
Form 8-K filed with the SEC on February 14, 2003.
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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 two
business days before the Effective Date (as
defined in the Second Amended Chapter 11 Plan of
Reorganization jointly proposed by the Company and
New UPC, Inc. ("New UPC"), dated January 7, 2003
and filed with the U.S. Bankruptcy Court on
January 9, 2003 (the "Second Amended Plan"), as
modified by the First Modifications to the Second
Amended Plan, filed with the U.S. Bankruptcy Court
on February 19, 2003 (the "Modifications," and the
Second Amended Plan, as modified by the
Modifications, the "U.S. Plan"), unless an earlier
date is specified by the purchaser.
The proceeds from the sale of the SBS shares will reduce the Maximum
Subscription Amount (as defined in the U.S. Plan). As a result, if the sale of
the SBS shares closes prior to the Effective Date, the Company's creditors will
not be able to subscribe for any shares of New UPC's common stock pursuant to
the New UPC Equity Purchase Rights (as defined in the U.S. Plan).
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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: March 5, 2003
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EXHIBIT INDEX
Exhibit No. Description
99.1 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.
99.2 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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* Incorporated by reference to Exhibit 99.1 of the Company's Current Report on
Form 8-K filed with the SEC on February 14, 2003.
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