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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
POLAND COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
New York 333-20307 06-1070447
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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.
Poland Communications, Inc. ("PCI" or "Registrant"), a New York
corporation, is a wholly-owned subsidiary of @ Entertainment, Inc., a Delaware
corporation ("@ Entertainment"). As previously reported on PCI'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,
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 9 7/8% Senior Notes Due 2003 and 9 7/8% Senior Discount Notes Due 2003
(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 PCI 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 the repurchase price
of $1,010 per $1,000 of principal amount, which is 101% per $1,000 principal
amount of Senior Notes ("Repurchase Price") on the Expiration Date (as defined
herein), plus accrued and unpaid interest. As of August 1, 1999, the Registrant
had $129,668,000 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").
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.
POLAND COMMUNICATIONS, INC.
Date: September 20, 1999 By: /s/ Ray D. Samuelson
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Ray D. Samuelson
Managing Director of Finance & Accounting
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EXHIBIT INDEX
Exhibit Description
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99.1 Press release of United Pan-Europe Communications, N.V.
dated September 20, 1999.
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