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 21, 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 3. Bankruptcy and Receivership.
As previously reported, on March 12, 2003, the Amsterdam Court
(Rechtbank) (the "Dutch Bankruptcy Court") considered the proposed plan of
compulsory composition (Akkoord) under the Dutch Faillissementswet (the "Dutch
Bankruptcy Code") filed by United Pan-Europe Communications N.V. (the "Company")
at a public hearing and on March 13, 2003, ratified the Akkoord in a written
decision. The Akkoord is part of the Company's on-going financial restructuring.
As previously reported, in addition to the Akkoord, the Company's restructuring
also involves the second amended plan of reorganization dated January 7, 2003
(the "Plan"), as modified, filed by the Company and New UPC, Inc. with the
United States Bankruptcy Court for the Southern District of New York, which was
confirmed on February 20, 2003.
On March 21, 2003, InterComm Holdings, L.L.C. and three of its
affiliates filed an appeal (the "Appeal") against the Dutch Bankruptcy Court's
ratification of the Akkoord in the Dutch Court of Appeals. The Dutch Court of
Appeals has scheduled an expedited hearing for the Appeal for April 1, 2003. The
Company believes that the Appeal is without merit and intends to oppose the
Appeal vigorously. The Company does not expect that the Appeal will affect the
completion of the Company's restructuring which is in its final stages. The
Appeal will however delay completion of the restructuring into the second
quarter, 2003. The Company is currently negotiating and expects to receive an
extension to the waiver on its senior bank facility with the coordinating
committee of senior bank lenders.
A copy of the Company's press release dated March 25, 2003 (the
"Press Release") announcing the foregoing is attached hereto as Exhibit 99.1 and
is incorporated in its entirety herein by reference.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K (this "Report") and the Press Release
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 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. These risks and uncertainties could
cause actual events and 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 such as "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 consummate the Plan under the U.S. Bankruptcy Code and the Akkoord
under the Dutch Bankruptcy Code;
-2-
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
Dutch Bankruptcy Court 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 Press Release.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number Description
-------------- -----------
99.1 Press release dated March 25, 2003 of
United Pan-Europe Communications N.V.
announcing the appeal by InterComm
Holdings, L.L.C. against the
ratification of the Akkoord.
-3-
SIGNATURE
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 25, 2003
-4-
Exhibit Number Description
-------------- -----------
99.1 Press release dated March 25, 2003 of
United Pan-Europe Communications N.V.
announcing the appeal by InterComm
Holdings, L.L.C. against the
ratification of the Akkoord.