-----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, V0SZnE6ws2bOrg/mhiu3gru9cwXapt/ad19lBQ0FjtCTlfHZMe0dIN3AjqwjhSrq G7R65fmfFkdVwgwz4vaYEw== 0001047469-99-033391.txt : 19990824 0001047469-99-033391.hdr.sgml : 19990824 ACCESSION NUMBER: 0001047469-99-033391 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990806 ITEM INFORMATION: FILED AS OF DATE: 19990823 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: 99697626 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 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 6, 1999 Date of Report (Date of earliest event reported) Poland Communications, Inc. - ------------------------------------------------------------------------------- (Exact name of Registrant as Specified in Charter) New York 333-20307 06-1070447 - ------------------------- ------------- ------------------- (State or Other Juris. of (Commission (IRS Employer Incorporation) File Number) Identification No.) One Commercial Plaza Hartford, Connecticut 06103-3585 ------------------------------ (Address of Principal Executive Offices) (860) 549-1674 ------------------------------- (Registrant's telephone number, including area code) Item 1. Changes in Control of Registrants. Poland Communications, Inc., a New York corporation ("PCI"), is a subsidiary of @ Entertainment, Inc., a Delaware corporation (the "Company"). Pursuant to the Agreement and Plan of Merger dated as of June 2, 1999 (the "Merger Agreement") among the Company, Bison Acquisition Corp., a Delaware corporation (the "Purchaser") and wholly owned subsidiary of United Pan-Europe Communications N.V., a public company with limited liability incorporated under the laws of the Netherlands (the "Parent"), on August 6, 1999, Purchaser purchased a total of 33,701,073 shares of common stock, par value $.01 per share, of the Company (including 31,208 shares tendered pursuant to notices of guaranteed delivery) representing approximately 99% of the outstanding shares of common stock in a tender offer. In addition the Purchaser has acquired 100% of the outstanding Series A and Series B 12% Cumulative Preference Shares of the Company. Pursuant to the Merger Agreement, the Purchaser was merged with and into the Company with the Company continuing as the surviving corporation after the merger (the "Merger"). As a result of the Merger, Charles Bracken and Anton H.E. v. Voskuijlen became the sole directors of the Company. UnitedGlobalCom, Inc. is a 62% stockholder of Parent. Each outstanding share of common stock of the Company (other than shares held in the treasury of the Company and shares owned by the Purchaser, Parent or any other subsidiary of Parent or the Company, which were canceled, and other than shares, if any, for which stockholders properly exercise appraisal rights under Section 262 of the Delaware General Corporation law) has been canceled, extinguished and converted into the right to receive $19.00 in cash, without interest thereon, less any applicable withholding taxes, and each of the Company's Series A and Series B 12% Cummulative Preference Shares has been canceled and no further consideration is payable in respect thereof. The offer price in the tender offer and the merger consideration were funded out of a portion of the proceeds of a private placement of debt securities by Parent. On July 27, 1999, Parent entered into a Purchase Agreement with Donaldson, Lufkin & Jenrette International and Goldman Sachs International (as representatives of several purchasers (the "Purchasers") named in the Purchase Agreement) pursuant to which the Purchasers, subject to the conditions set forth in the Purchase Agreement, agreed to purchase (x) [EURO]300 million aggregate principal amount of 10-7/8% senior notes due 2009; (y) $800 million in aggregate principal amount of 10-7/8% senior notes due 2009; and (z) $735 million in aggregate principal amount at maturity of 12-1/2% senior discount notes due 2009. The transactions described above constitute a "Change of Control" as that term is defined in the indenture governing PCI's 9 7/8% Senior Discount Notes due 2003 and 9 7/8% Series B Senior Notes due 2003 (the "Notes"). In accordance with the terms of the indenture governing the Notes, the Company will be required to make an offer to repurchase the Notes at 101% of principal amount plus accrued and unpaid interest. Such an offer will only be made in an offer to purchase. Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired. None. (b) Pro Forma Financial Information. None. (c) Exhibits Exhibit 2.1 Agreement and Plan of Merger dated as of June 2, 1999 among the Company, the Purchaser and Parent. (Incorporated by reference to Exhibit (c)(1) of the Schedule 14D-9 of the Company filed with the Securities and Exchange Commission on June 15, 1999.) 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Poland Communications, Inc. Date: August 23, 1999 By: /s/ Piotr Majchrzak -------------------------------- By: Piotr Majchrzak Its: Chief Financial Officer 3 EXHIBIT INDEX (a) Financial Statements of Businesses Acquired. None. (b) Pro Forma Financial Information. None. (c) Exhibits Exhibit 2.1 Agreement and Plan of Merger dated as of June 2, 1999 among the Company, the Purchaser and Parent. (Incorporated by reference to Exhibit (c)(1) of the Schedule 14D-9 of the Company filed with the Securities and Exchange Commission on June 15, 1999.) -----END PRIVACY-ENHANCED MESSAGE-----