UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Dated as of December 23, 2002
NETIA HOLDINGS S.A.
- --------------------------------------------------------------------------------
(Translation of registrant's name into English)
UL. POLECZKI 13
02-822 WARSAW, POLAND
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(Address of principal executive office)
[Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.]
Form 20-F |X| Form 40-F |_|
[Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.] Yes |_| No |X|
EXPLANATORY NOTE
Attached are the following items:
1. Press Release, dated December 18, 2002.
2. Press Release, dated December 19, 2002.
3. Press Release, dates December 19, 2002.
4. Press Release, dated December 23, 2002.
This current report on Form 6-K is hereby incorporated by reference into our
Registration Statement on Form F-3 filed with the Securities and Exchange
Commission on May 9, 2001 (File No. 333-13480).
FOR IMMEDIATE RELEASE
- ---------------------
Contact: Anna Kuchnio (IR)
+48-22-330-2061
Jolanta Ciesielska (Media)
+48-22-330-2407
Netia
- or -
Alexandra Jones
Taylor Rafferty, London
+44-(0)20-7936-0400
- or -
Jeff Zelkowitz
Taylor Rafferty, New York
212-889-4350
NETIA SETS PRICE FOR ISSUANCE OF SERIES H SHARES
- ------------------------------------------------
WARSAW, Poland - December 18, 2002 - Netia Holdings S.A. ("Netia") (WSE: NET),
Poland's largest alternative provider of fixed-line telecommunications services
(in terms of value of generated revenues), announced that its Management and
Supervisory Boards today adopted the resolutions setting forth the terms of the
offering of its series H shares. The offering price of series H shares was set
at PLN 1.0826241 per share. The subscription for series H shares will open on
December 20, 2002 at 8:00 a.m. CET and close on December 20, 2002 at 6:00 p.m.
CET or immediately after subscription by all eligible parties.
The issuance of series H shares is one of the final steps in the implementation
of the ongoing financial restructuring of Netia.
Some of the information contained in this news release contains forward-looking
statements. Readers are cautioned that any such forward-looking statements are
not guarantees of future performance and involve risks and uncertainties, and
that actual results may differ materially from those in the forward-looking
statements as a result of various factors. For a more detailed description of
these risks and factors, please see Netia's filings with the Securities and
Exchange Commission, including its Annual Report on Form 20-F filed with the
Commission on March 28, 2002, its Current Report on Form 6-K filed with the
Commission on April 3, 2002, its Current Reports on Forms 6-K filed with the
Commission on May 6, 2002, its Current Report on Form 6-K filed with the
Commission on May 7, 2002, its Current Report on Form 6-K filed with the
Commission on May 20, 2002, its Current Report on Form 6-K filed with the
Commission on May 24, 2002, its Current Report on Form 6-K filed with the
Commission on June 28, 2002, its Current Report on Form 6-K filed with the
Commission on July 2, 2002, its Current Report on Form 6-K filed with the
Commission on July 31, 2002, and its Current Report on Form 6-K filed with the
Commission on August 2, 2002, its Current Reports on Form 6-K filed with the
Commission on August 6, 2002, its Current Report on Form 6-K filed with the
Commission on August 9, 2002, its Current Report on Form 6-K filed with the
Commission on August 15, 2002 its Current Report on Form 6-K filed with the
Commission on August 16, 2002, its Current Report on Form 6-K filed with the
Commission on August 28, 2002, its Current Report on Form 6-K filed with the
Commission on August 30, 2002, its Current Report on Form 6-K filed with the
Commission on September 16, 2002, its Current Report on Form 6-K filed with the
Commission on September 20, 2002, its Current Report on Form 6-K filed with the
Commission on September 24, 2002, its Current Report on Form 6-K filed with the
Commission on October 1, 2002, its Current Report on Form 6-K filed with the
Commission on October 15, 2002, its Current Report on Form 6-K filed with the
Commission on October 17, 2002, its Current Report on Form 6-K filed with the
Commission on October 22, 2002, its Current Report on Form 6-K filed with the
Commission on October 25, 2002, its Current Report on Form 6-K filed with the
Commission on November 5, 200, its Current Report on Form 6-K filed with the
Commission on November 5, 2002 Current Report on Form 6-K filed with the
Commission on November 6, 2002, Current Report on Form 6-K filed with the
Commission on November 18, 2002 , Current Report on Form 6-K filed with the
Commission on November 21, 2002 and Current Reports on Form 6-K filed with the
Commission on December 3, 2002. Netia undertakes no obligation to publicly
update or revise any forward-looking statements.
# # #
FOR IMMEDIATE RELEASE
- ---------------------
Contact: Anna Kuchnio (IR)
+48-22-330-2061
Jolanta Ciesielska (Media)
+48-22-330-2407
Netia
- or -
Alexandra Jones
Taylor Rafferty, London
+44-(0)20-7936-0400
- or -
Jeff Zelkowitz
Taylor Rafferty, New York
212-889-4350
NETIA HOLDINGS S.A. CALLS EXTRAORDINARY GENERAL MEETING OF
- ----------------------------------------------------------
SHAREHOLDERS FOR JANUARY 15, 2003
- ---------------------------------
WARSAW, Poland - December 19, 2002 - Netia Holdings S.A. ("Netia") (WSE: NET),
Poland's largest alternative provider of fixed-line telecommunications services
(in terms of value of generated revenues), today announced that it will hold an
Extraordinary General Meeting of Shareholders on January 15, 2003 in Warsaw.
The proposed resolutions to be considered at this meeting concern, among other
things, changes to Netia's Statutes, changes in the composition of Netia's
supervisory board and establishment of certain security interests over certain
assets of the Netia group companies in order to secure the obligations under the
EUR 50 million Senior Secured Notes due 2008 to be issued by Netia Holdings B.V.
in connection with the ongoing restructuring of Netia.
Some of the information contained in this news release contains forward-looking
statements. Readers are cautioned that any such forward-looking statements are
not guarantees of future performance and involve risks and uncertainties, and
that actual results may differ materially from those in the forward-looking
statements as a result of various factors. For a more detailed description of
these risks and factors, please see Netia's filings with the Securities and
Exchange Commission, including its Annual Report on Form 20-F filed with the
Commission on March 28, 2002, its Current Report on Form 6-K filed with the
Commission on April 3, 2002, its Current Reports on Forms 6-K filed with the
Commission on May 6, 2002, its Current Report on Form 6-K filed with the
Commission on May 7, 2002, its Current Report on Form 6-K filed with the
Commission on May 20, 2002, its Current Report on Form 6-K filed with the
Commission on May 24, 2002, its Current Report on Form 6-K filed with the
Commission on June 28, 2002, its Current Report on Form 6-K filed with the
Commission on July 2, 2002, its Current Report on Form 6-K filed with the
Commission on July 31, 2002, and its Current Report on Form 6-K filed with the
Commission on August 2, 2002, its Current Reports on Form 6-K filed with the
Commission on August 6, 2002, its Current Report on Form 6-K filed with the
Commission on August 9, 2002, its Current Report on Form 6-K filed with the
Commission on August 15, 2002 its Current Report on Form 6-K filed with the
Commission on August 16, 2002, its Current Report on Form 6-K filed with the
Commission on August 28, 2002, its Current Report on Form 6-K filed with the
Commission on August 30, 2002, its Current Report on Form 6-K filed with the
Commission on September 16, 2002, its Current Report on Form 6-K filed with the
Commission on September 20, 2002, its Current Report on Form 6-K filed with the
Commission on September 24, 2002, its Current Report on Form 6-K filed with the
Commission on October 1, 2002, its Current Report on Form 6-K filed with the
Commission on October 15, 2002, its Current Report on Form 6-K filed with the
Commission on October 17, 2002, its Current Report on Form 6-K filed with the
Commission on October 22, 2002, its Current Report on Form 6-K filed with the
Commission on October 25, 2002, its Current Report on Form 6-K filed with the
Commission on November 5, 200, its Current Report on Form 6-K filed with the
Commission on November 5, 2002 Current Report on Form 6-K filed with the
Commission on November 6, 2002, Current Report on Form 6-K filed with the
Commission on November 18, 2002 , Current Report on Form 6-K filed with the
Commission on November 21, 2002, Current Reports on Form 6-K filed with the
Commission on December 3, 2002 and Current Reports on Form 6-K filed with the
Commission on December 10, 2002. Netia undertakes no obligation to publicly
update or revise any forward-looking statements.
# # #
FOR IMMEDIATE RELEASE
- ---------------------
Contact: Anna Kuchnio (IR)
+48-22-330-2061
Jolanta Ciesielska (Media)
+48-22-330-2407
Netia
- or -
Alexandra Jones
Taylor Rafferty, London
+44-(0)20-7936-0400
- or -
Jeff Zelkowitz
Taylor Rafferty, New York
212-889-4350
NETIA POSTPONES SUBSCRIPTION FOR SERIES H SHARES
- ------------------------------------------------
WARSAW, Poland - December 19, 2002 - Netia Holdings S.A. ("Netia") (WSE: NET),
Poland's largest alternative provider of fixed-line telecommunications services
(in terms of value of generated revenues), announced that the subscription of
series H shares originally scheduled to take place on December 20, 2002 was
rescheduled for December 23, 2002. The subscription for series H shares will
open on December 23, 2002 at 8:00 a.m. CET and close on December 23, 2002 at
6:00 p.m. CET or immediately after subscription by all eligible parties.
The subscription was postponed to enable Netia to complete the subscription on
the same day as the issue of EUR 50 million Senior Secured Notes due 2008 to be
issued by Netia Holdings B.V., in accordance with the terms of the Restructuring
Agreement dated March 5, 2002 and the composition plans of Netia Holdings B.V.,
Netia Holdings II B.V. and Netia Holdings III B.V., Netia's Dutch subsidiaries.
The issuances of series H shares and new notes constitute some of the final
steps in the implementation of the ongoing financial restructuring of Netia.
Some of the information contained in this news release contains forward-looking
statements. Readers are cautioned that any such forward-looking statements are
not guarantees of future performance and involve risks and uncertainties, and
that actual results may differ materially from those in the forward-looking
statements as a result of various factors. For a more detailed description of
these risks and factors, please see Netia's filings with the Securities and
Exchange Commission, including its Annual Report on Form 20-F filed with the
Commission on March 28, 2002, its Current Report on Form 6-K filed with the
Commission on April 3, 2002, its Current Reports on Forms 6-K filed with the
Commission on May 6, 2002, its Current Report on Form 6-K filed with the
Commission on May 7, 2002, its Current Report on Form 6-K filed with the
Commission on May 20, 2002, its Current Report on Form 6-K filed with the
Commission on May 24, 2002, its Current Report on Form 6-K filed with the
Commission on June 28, 2002, its Current Report on Form 6-K filed with the
Commission on July 2, 2002, its Current Report on Form 6-K filed with the
Commission on July 31, 2002, and its Current Report on Form 6-K filed with the
Commission on August 2, 2002, its Current Reports on Form 6-K filed with the
Commission on August 6, 2002, its Current Report on Form 6-K filed with the
Commission on August 9, 2002, its Current Report on Form 6-K filed with the
Commission on August 15, 2002 its Current Report on Form 6-K filed with the
Commission on August 16, 2002, its Current Report on Form 6-K filed with the
Commission on August 28, 2002, its Current Report on Form 6-K filed with the
Commission on August 30, 2002, its Current Report on Form 6-K filed with the
Commission on September 16, 2002, its Current Report on Form 6-K filed with the
Commission on September 20, 2002, its Current Report on Form 6-K filed with the
Commission on September 24, 2002, its Current Report on Form 6-K filed with the
Commission on October 1, 2002, its Current Report on Form 6-K filed with the
Commission on October 15, 2002, its Current Report on Form 6-K filed with the
Commission on October 17, 2002, its Current Report on Form 6-K filed with the
Commission on October 22, 2002, its Current Report on Form 6-K filed with the
Commission on October 25, 2002, its Current Report on Form 6-K filed with the
Commission on November 5, 200, its Current Report on Form 6-K filed with the
Commission on November 5, 2002 Current Report on Form 6-K filed with the
Commission on November 6, 2002, Current Report on Form 6-K filed with the
Commission on November 18, 2002 , Current Report on Form 6-K filed with the
Commission on November 21, 2002, Current Reports on Form 6-K filed with the
Commission on December 3, 2002 and Current Reports on Form 6-K filed with the
Commission on December 10, 2002. Netia undertakes no obligation to publicly
update or revise any forward-looking statements.
# # #
FOR IMMEDIATE RELEASE
- ---------------------
Contact: Anna Kuchnio (IR)
+48-22-330-2061
Jolanta Ciesielska (Media)
+48-22-330-2407
Netia
- or -
Alexandra Jones
Taylor Rafferty, London
+44-(0)20-7936-0400
- or -
Jeff Zelkowitz
Taylor Rafferty, New York
212-889-4350
NETIA CLOSES SUBSCRIPTION OF SERIES H SHARES;
- ---------------------------------------------
NETIA HOLDINGS B.V. ISSUES NEW NOTES
- ------------------------------------
WARSAW, Poland - December 23, 2002 - Netia Holdings S.A. ("Netia") (WSE: NET),
Poland's largest alternative provider of fixed-line telecommunications services
(in terms of value of generated revenues), today announced that the subscription
for series H shares and issuance of EUR 50 million Senior Secured Notes due 2008
were successfully completed.
There were 312,626,040 series H shares allocated out of a total of 317,682,740
series H shares offered to Netia's creditors in accordance with the agreed terms
of Netia's restructuring. The price of the series H shares was PLN 1.0826241 per
share.
In addition, Netia Holdings B.V., Netia's Dutch subsidiary issued EUR 49,482,000
of its 10% Senior Secured Notes due 2008 in exchange for the existing notes of
Netia Holdings B.V. and Netia Holdings II B.V. in accordance with the agreed
terms of the restructuring and the composition plans for each of Netia's Dutch
subsidiaries.
Wojciech Madalski, President and CEO of Netia, commented: "The issuance of
series H shares and new notes constitute the most important final milestones in
the implementation of the Restructuring Agreement reached with our creditors in
March 2002. I am glad that we have concluded these phases of the restructuring
successfully. Over 98% of entitled creditors took the opportunity to swap their
liabilities into series H shares and will acquire the shares representing over
91% of Netia's share capital following this issuance. Currently the listing of
series H shares on the Warsaw Stock Exchange is subject to the required
registration by the court of the capital increase and an approval by the Warsaw
Stock Exchange."
Some of the information contained in this news release contains forward-looking
statements. Readers are cautioned that any such forward-looking statements are
not guarantees of future performance and involve risks and uncertainties, and
that actual results may differ materially from those in the forward-looking
statements as a result of various factors. For a more detailed description of
these risks and factors, please see Netia's filings with the Securities and
Exchange Commission, including its Annual Report on Form 20-F filed with the
Commission on March 28, 2002, its Current Report on Form 6-K filed with the
Commission on April 3, 2002, its Current Reports on Forms 6-K filed with the
Commission on May 6, 2002, its Current Report on Form 6-K filed with the
Commission on May 7, 2002, its Current Report on Form 6-K filed with the
Commission on May 20, 2002, its Current Report on Form 6-K filed with the
Commission on May 24, 2002, its Current Report on Form 6-K filed with the
Commission on June 28, 2002, its Current Report on Form 6-K filed with the
Commission on July 2, 2002, its Current Report on Form 6-K filed with the
Commission on July 31, 2002, and its Current Report on Form 6-K filed with the
Commission on August 2, 2002, its Current Reports on Form 6-K filed with the
Commission on August 6, 2002, its Current Report on Form 6-K filed with the
Commission on August 9, 2002, its Current Report on Form 6-K filed with the
Commission on August 15, 2002 its Current Report on Form 6-K filed with the
Commission on August 16, 2002, its Current Report on Form 6-K filed with the
Commission on August 28, 2002, its Current Report on Form 6-K filed with the
Commission on August 30, 2002, its Current Report on Form 6-K filed with the
Commission on September 16, 2002, its Current Report on Form 6-K filed with the
Commission on September 20, 2002, its Current Report on Form 6-K filed with the
Commission on September 24, 2002, its Current Report on Form 6-K filed with the
Commission on October 1, 2002, its Current Report on Form 6-K filed with the
Commission on October 15, 2002, its Current Report on Form 6-K filed with the
Commission on October 17, 2002, its Current Report on Form 6-K filed with the
Commission on October 22, 2002, its Current Report on Form 6-K filed with the
Commission on October 25, 2002, its Current Report on Form 6-K filed with the
Commission on November 5, 200, its Current Report on Form 6-K filed with the
Commission on November 5, 2002 Current Report on Form 6-K filed with the
Commission on November 6, 2002, Current Report on Form 6-K filed with the
Commission on November 18, 2002 , Current Report on Form 6-K filed with the
Commission on November 21, 2002, Current Reports on Form 6-K filed with the
Commission on December 3, 2002 and Current Reports on Form 6-K filed with the
Commission on December 10, 2002. Netia undertakes no obligation to publicly
update or revise any forward-looking statements.
# # #
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, thereunto duly authorized.
Date: December 23, 2002
NETIA HOLDINGS S.A.
By: /S/ WOJCIECH MADALSKI
-----------------------------------------
Name: Wojciech Madalski
Title: President and Chief Executive Officer
By: /S/ AVRAHAM HOCHMAN
-----------------------------------------
Name: Avraham Hochman
Title: Chief Financial Officer
Vice President, Finance