-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A5ZduXNgoC9DLa2w21ygOt8jWn3uSWTIfpsBlN1u9rPdeMAQ+FGydyZUK1rNFigd yW2nSdoNq9czlXzMb84kXA== 0000950123-99-008667.txt : 19990921 0000950123-99-008667.hdr.sgml : 19990921 ACCESSION NUMBER: 0000950123-99-008667 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990905 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990920 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POLAND COMMUNICATIONS INC CENTRAL INDEX KEY: 0001031232 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 061070447 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-20307 FILM NUMBER: 99714137 BUSINESS ADDRESS: STREET 1: ONE COMMERCE PLZ CITY: HARTFORD STATE: CT ZIP: 06103-3585 BUSINESS PHONE: 8605491679 MAIL ADDRESS: STREET 1: ONE COMMERCE PLZ CITY: HARTFORD STATE: CT ZIP: 06103-3585 8-K 1 FORM 8-K 1 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 --------------------------------- -------------------------------- ------------------------------------ (State or other jurisdiction (Commission (I.R.S. Employer of incorporation or organization) File Number) Identification No.)
One Commercial Plaza Hartford, Connecticut 06103-3585 ---------------------------------------------------------------------- (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) 2 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. 2 3 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 ------------------------------------------ Ray D. Samuelson Managing Director of Finance & Accounting 3 4 EXHIBIT INDEX
Exhibit Description - --------------- ------------------------------------------------------------ 99.1 Press release of United Pan-Europe Communications, N.V. dated September 20, 1999.
4 EX-99.1 2 PRESS RELEASE 1 UNITED PAN-EUROPE COMMUNICATIONS' SUBSIDIARIES ANNOUNCE OFFERS TO REPURCHASE THEIR NOTES AMSTERDAM, THE NETHERLANDS 20TH SEPTEMBER 1999 -- United Pan-Europe Communications (UPC) has announced that its wholly-owned subsidiary @Entertainment, Inc. ("@Entertainment") and a wholly-owned subsidiary of @Entertainment, Poland Communications, Inc. ("PCI") delivered to the holders of their Notes offers to repurchase (the "Offers to Repurchase" or "Offers") @Entertainment's 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 "@Entertainment Notes") and PCI's 9 7/8% Series B Senior Notes Due 2003 and 9 7/8% Senior Notes Due 2003 (collectively, the "PCI Notes"). Subject to the terms and conditions set forth in the Offers to Repurchase, the Offers will expire at 12:01 PM, New York city time, on November 2, 1999 unless the offers are extended (such time and date or the latest extension thereof, if extended, the "Expiration Date"). The Offers are being made pursuant to the terms of the indentures covering each of the @Entertainment Notes and the PCI Notes (each an "Indenture" and, collectively, the "Indentures"), which provide that, following a Change of Control (as defined therein), each holder of @Entertainment Notes and PCI Notes has the right, at such holder's option, to require @Entertainment and PCI, respectively to repurchase all or a portion of such holder's @Entertainment Notes and PCI Notes at the Repurchase Price (a "Change of Control Right"). @Entertainment and PCI believe a Change of Control occurred on August 6, 1999 as a result of the acquisition by Bison Acquisition Corp., a wholly-owned subsidiary of United Pan-Europe Communication, of 99% of the outstanding common stock of @Entertainment (the "Acquisition") and the filing 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"). In accordance with the terms of the Indentures governing the @Entertainment Notes and the PCI Notes, @Entertainment will be required to repurchase the @Entertainment Notes at 101% of their accreted value per $1,000 principal amount of @Entertainment Notes at maturity on the Expiration Date plus accrued and unpaid interest and PCI will be required to repurchase the PCI Notes at the repurchase price of $1,010 per $1,000 principal amount of the PCI Notes, which is 101% per $1,000 principal amount of the PCI Notes (collectively the "Repurchase Prices"). 2 The Repurchase Prices of the @Entertainment Notes 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). As of August 1, 1999, @Entertainment had $376,943,000 aggregate principal amount at maturity of @Entertainment Notes outstanding and PCI had $129,668,000 aggregate principal amount at maturity of PCI Notes outstanding. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities referenced herein. Headquartered in Amsterdam, UPC (AEX "UPC", Nasdaq, "UPCOY") is one of the most innovative broadband communications companies in Europe and owns and operates the largest pan-European group of broadband communications networks. UPC provides cable television, telephony, high speed Internet access and programming services in twelve countries across Europe and Israel. As of July 31, 1999, UPC's systems passed approximately 8.7 million homes with 5.8 million basic cable subscribers. In addition, UPC had 133,900 residential telephony lines and 13,600 business telephony lines, as well as 56,300 residential Internet subscribers and 2,600 business Internet subscribers. Microsoft has an interest of approximately 7.8% in UPC. UPC is a consolidated subsidiary of UnitedGlobalComInc. (NASDAQ: "UCOMA"). Microsoft Corporation has an interest of approximately 7.8% in UPC. @Entertainment, Inc. is the leading provider of pay television services in Poland and is engaged principally in delivering cable television and DTH satellite television services and developing, packaging and transmitting high-quality Polish-language programming. @Entertainment offers a package of 24 channels under the trade name "Wizja TV", 22 of which are Polish language channels. @Entertainment's multi-channel Polish language D-DTH service was the first D-DTH service available in Poland. PCI is the largest cable television operator in Poland with approximately 1,699,400 homes passed and approximately 966,800 total subscribers as of June 30, 1999. END For further information contact: UPC Steve Butler, Manaing Director of Capital Markets/Treasurer/Investor Relations Tel: 0031 20 778 9860 Email: sbutler@upclondon.com --------------------- Henrietta Hirst, Group Corporate Communications Director of UPC Tel: 0044 171 518 7980 Email: henrietta@upclondon.com ----------------------- @Entertainment/PCI Mike Smargiassi/Chris Plunkett Brainerd Communications Tel: 001 212-986-5567 Email: smarg@braincomm.com ------------------- plunkett@braincomm.com ---------------------- -----END PRIVACY-ENHANCED MESSAGE-----