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UNITED STATES
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): September 5, 1999
@ ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-22877 06-1487156
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification No.)
One Commercial Plaza
Hartford, Connecticut 06103-3585
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(Address, including zip code, of principal executive office)
(860) 549-1674
Registrant's telephone number, including area code
NOT APPLICABLE
(Former name, former address and fiscal year, if changed since last report)
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ITEM 5. OTHER EVENTS.
As previously reported on @ Entertainment's Current Report on Form 8-K
dated August 6, 1999, filed with the Securities and Exchange Commission on
August 23, 1999, Bison Acquisition Corp., a wholly-owned subsidiary of United
Pan-Europe Communication N.V., acquired 99% of the outstanding common stock of @
Entertainment, Inc. (the "Acquisition") and filed with the Secretary of State of
the State of Delaware the Certificate of Ownership and Merger of Bison
Acquisition Corp. with and into @ Entertainment, Inc. ("@ Entertainment" or
"Registrant"), with @ Entertainment continuing as the surviving corporation (the
"Merger").
As a result of the Acquisition and the Merger, the Registrant believes
that a "Change of Control" occurred under the indentures governing the issuance
of its 14 1/2% Series B Senior Discount Notes due 2008, 14 1/2% Senior Discount
Notes due 2008, Series C Senior Discount Notes due 2008, 14 1/2% Series B Senior
Discount Notes due 2009, and 14 1/2% Senior Discount Notes due 2009
(collectively, the "Senior Notes"). Pursuant to the terms of the indentures
governing the Senior Notes (each an "Indenture" and, collectively, the
"Indentures"), upon the occurrence of a Change of Control, each holder of Senior
Notes has the right, at such holder's option, to require @ Entertainment to
repurchase all or a portion of such holder's Senior Notes at the Repurchase
Price (as defined herein) plus accrued and unpaid interest through the
Expiration Date (as defined herein).
On September 5, 1999, the Registrant commenced an offer to repurchase
(the "Offer to Repurchase" or "Offer") the Senior Notes at 101% of their
accreted value per $1,000 principal amount of Senior Notes at maturity on the
Expiration Date plus accrued and unpaid interest (the "Repurchase Price"). As of
August 1, 1999, the Registrant had $376,943,000 aggregate principal amount at
maturity of Senior Notes outstanding.
Subject to the terms and conditions set forth in the Offer to
Repurchase, the Offer will expire at 12:01 PM, New York city time, on November
2, 1999 unless the offer is extended (such time and date or the latest extension
thereof, if extended, the "Expiration Date").
The Repurchase Prices are $602.28 (for the 14 1/2% Series B Senior
Discount Notes Due 2008 and the 14 1/2% Senior Discount Notes Due 2008), $316.90
(for the Series C Senior Discount Notes Due 2008) and $454.87 (for the 14 1/2%
Series B Senior Discount Notes Due 2009 and the 14 1/2% Senior Discount Notes
Due 2009).
Simultaneously, Poland Communications, Inc. ("PCI"), a wholly-owned
subsidiary of @ Entertainment, commenced an offer to repurchase its 9 7/8% PCI
Notes Due 2003 and 9 7/8% Senior Discount Notes Due 2003 (collectively, the "PCI
Notes") at the repurchase price of $1,010 per $1,000 principal amount, which is
101% per $1,000 principal amount of PCI Notes on the Expiration Date (as defined
herein), plus accrued and unpaid interest. As of August 1, 1999, PCI had
$129,668,000 aggregate principal amount at maturity of the PCI Notes
outstanding.
Attached as an exhibit to this Current Report is a press release by
United Pan-Europe Communications, N.V. relating to the change of control offers
which is incorporated by reference.
ITEM 7. EXHIBITS.
EXHIBIT NO. DOCUMENT
99.1 Press release of United Pan-Europe Communications, N.V.
dated September 20, 1999.
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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.
@ ENTERTAINMENT, INC.
Date: September 20, 1999 By: /s/ Nimrod J. Kovacs
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Nimrod J. Kovacs
Chief Executive Officer
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EXHIBIT INDEX
Exhibit Description
99.1 Press release of United Pan-Europe Communications N.V.
dated September 20, 1999.
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