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): December 7, 2001
UPC POLSKA, INC. United Pan-EuropE
---------------------- Communications N.V.
Exact name of registrant as specified in its charter) ----------------------------
(Exact name of registrant as specified in its charter)
Delaware The Netherlands
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(State or Other Jurisdiction of Incorporation) (State or Other Jurisdiction of Incorporation)
000-22877 000-25365
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(Commission File Number) (Commission File Number)
06-148715 98-0191997
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(I.R.S. Employer Identification Number) (I.R.S. Employer Identification Number)
Boeing Avenue 53
4643 Ulster Street, Suite 1300, 1119 PE, Schiphol Rijk
Denver, Colorado 80237 The Netherlands
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(Address and zip code of principal executive (Address and zip code of principal executive
offices) offices)
(303) 770-4001 (31) 20-778-9840
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(Registrant's telephone number, including (Registrant's telephone number, including area
area code) code)
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Item 2. Acquisition or Disposition of Assets
On August 10, 2001, United Pan-Europe Communications N.V. ("UPC"), the
parent company of UPC Polska, Inc. (the "Company"), and Canal+ Group ("Canal+"),
the television and film division of Vivendi Universal S.A., announced the
signing of definitive agreements to merge their respective Polish direct-to-home
("DTH") satellite television platforms, as well as the Canal+ Polska premium
channel, to form a common Polish DTH platform. The transactions contemplated by
such agreements were consummated on December 7, 2001. As part of the
transactions, the Company, through its affiliate Polska Telewizja Cyfrowa TV Sp.
z o.o. ("PTC"), contributed its Polish and United Kingdom DTH assets to
Telewizyjna Korporacja Partycypacyjna S.A. ("TKP"), the Polish subsidiary of
Canal+, and agreed to fund 30.0 million euros (approximately $27.7 million) in
the form of a shareholder loan to TKP. The Company received 150.0 million euros
(approximately $138.8 million) in cash and PTC will receive a 25% ownership
interest in TKP upon completion of certain Polish legal formalities in
connection with the issuance of new TKP shares. Upon the completion of the
formalities mentioned above, TKP will be managed and controlled by Canal+, which
will directly or indirectly own 75% of TKP, and PTC will own the remaining 25%.
Through a contractual arrangement, the Canal+ Polska premium channel will be
available on the Company's cable network.
Item 5. Other Events and Regulation FD Disclosure
On November 23, 2001, an affiliate of East Services S.A. initiated an
ex parte legal action in the Polish court against the Company, claiming moneys
owed pursuant to an investment services agreement dated December 2, 1997, as
amended on September 16, 1998. In connection with such claim, the Polish court
entered an injunction on December 3, 2001, which was served on a Polish
affiliate of the Company on December 4, 2001. On December 7, 2001, the parties
settled their dispute, with the Company paying $4.15 million as directed by the
claimants and the claimants releasing the Company from any liability whatsoever
relating thereto and delivering applications to the Polish court to have the
injunction lifted.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
The pro forma financial information as required by this item will be
filed by amendment to this Current Report on Form 8-K as soon as practicable,
but no later than 60 days after the date that the initial report on this Form
8-K must be filed.
(c) Exhibits.
Exhibit Number Description
2.1 Closing Agreement, dated as of December 7,
2001, by and among UPC, Canal+, the Company,
PTC and TKP.
2.2 Shareholders Agreement, dated August 10,
2001, by and among UPC, PTC, Canal+ and
Polcom Invest S.A.
2.3 Contribution and Subscription Agreement,
dated as of August 10, 2001, by and among
UPC, Canal+, the Company, PTC and TKP.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UPC Polska, Inc.
By: /s/ DOROTHY HANSBERRY-BIEGUNSKA
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Name: Dorothy Hansberry-Biegunska
Title: Vice President and General Counsel
UNITED PAN-EUROPE COMMUNICATIONS N.V.
By: /s/ ANTON A.M. TUIJEN
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Name: Anton A.M. Tuijen
Title: Member of the Board of Management
and General Counsel
Dated: December 21, 2001
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