-----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, FPBa3dSUzAuZGY4lpAX3CxsnyWT4p80lh6q2N/mY8AMZD732/P+0H/3/nvUquM9L Zqo0I5DUa/xWhBokyRlHlA== 0000950130-02-002766.txt : 20020419 0000950130-02-002766.hdr.sgml : 20020419 ACCESSION NUMBER: 0000950130-02-002766 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20011207 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020419 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED PAN EUROPE COMMUNICATIONS NV CENTRAL INDEX KEY: 0001070778 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 980191997 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-25365 FILM NUMBER: 02615395 BUSINESS ADDRESS: STREET 1: FREDERIK ROESKESTRAAT 123 PO BOX 74763 CITY: AMSTERDAM NETHERLANDS STATE: P7 ZIP: 1070 BT FILER: COMPANY DATA: COMPANY CONFORMED NAME: UPC POLSKA INC CENTRAL INDEX KEY: 0001041454 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 061487156 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22877 FILM NUMBER: 02615394 BUSINESS ADDRESS: STREET 1: 4643 ULSTER ST STREET 2: SUITE 1300 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 8605491674 MAIL ADDRESS: STREET 1: ONE COMMERCIAL PLAZA CITY: HARTFORD STATE: CT ZIP: 06103-3583 FORMER COMPANY: FORMER CONFORMED NAME: ENTERTAINMENT INC DATE OF NAME CHANGE: 19970620 8-K/A 1 d8ka.txt FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A Amendment No. 2 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 - ----------------------------- ------------------------------ (State or Other Jurisdiction (State or Other Jurisdiction of Incorporation) of Incorporation) 000-22877 000-25365 - ----------------------------- ------------------------------ (Commission File Number) (Commission File Number) 06-148715 98-0191997 - ----------------------------- ------------------------------ (I.R.S. Employer (I.R.S. Employer Identification Number) Identification Number) 4643 Ulster Street, Suite 1300, Boeing Avenue 53 Denver, Colorado 80237 1119 PE, Schiphol Rijk - ----------------------------- The Netherlands (Address and zip code of ------------------------------ principal executive offices) (Address and zip code of principal executive offices) (303) 770-4001 (31) 20-778-9840 - ----------------------------- ----------------------------- (Registrant's telephone number, (Registrant's telephone number, including area code) including area code) 1 ITEM 2. ACQUISITIION OR DISPOSITION OF ASSETS As reported on Current Report on Form 8-K, filed on December 21, 2001, 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, to form a common Polish DTH platform. The transactions contemplated by such agreements were consummated on December 7, 2001. Pursuant to Item 7(a)(4) of Form 8-K, Form 8-K/A Amendment No. 1 filed on February 20, 2002, amended the Current Report filed on Form 8-K on December 21, 2001, to include the pro forma financial information required by Item 7(b) of Form 8-K. 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 $26.8 million as at December 7, 2001) in the form of a shareholder loan to TKP. The Company received 150.0 million euros (approximately $133.4 million as of December 7, 2001) in cash and PTC received a 25% ownership interest in TKP upon completion of certain Polish legal formalities in connection with the issuance of new TKP shares. This Current Report on Form 8-K/A is being filed to amend the Current Report on Form 8-K/A Amendment No. 1 filed on February 20, 2002, and, more specifically, to reflect the Company's 25% ownership interest in TKP as having a fair value of 30 million euros (approximately $27.5 million as at September 30, 2001). The final valuation of the Company's investment in TKP was completed in connection with the audit of the Company's financial statements as of and for the year ended December 31, 2001 and resulted in an adjustment of the fair value from 65 million euros (approximately $59.5 million as at September 30, 2001) to 30 million euros (approximately $27.5 million as at September 30, 2001). Accordingly, the Company's 25% investment in TKP was reflected in the Company's Annual Report on Form 10-K, filed with the SEC on April 4, 2002 ("2001 Form 10-K"), having a value of 30 million euros (approximately $26.8 million as of December 7, 2001). Additionally this report amends the US dollar value as of December 7, 2001, of the Company's shareholder loan to TKP and the cash received by the Company from $27.7 million to $26.8 million and from $138.8 million to $133.4 million, respectively. This amendment to Form 8-K conforms the financial statement and pro forma financial information filed pursuant to Item 7(b) of Form 8-K/A Amendment 1 on February 20, 2002, to the Company's presentation in its 2001 Form 10-K. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (b) Pro forma financial information The following unaudited pro forma condensed consolidated financial statements, which reflect the consolidated financial position of the Company assuming that the disposition of the Company's Polish and United Kingdom DTH assets had occurred on September 30, 2001, and the consolidated results of operations of the Company assuming that the disposition had occurred as of January 1, 2001 and January 1, 2000, respectively, are filed with this report: o Pro forma Unaudited Condensed Consolidated Balance Sheet as of September 30, 2001, o Pro forma Unaudited Condensed Consolidated Statement of Operations for the nine months ended September 30, 2001, o Pro forma Unaudited Condensed Consolidated Statement of Operations for the Year ended December 31, 2000, o Notes to Pro forma Unaudited Condensed Consolidated Financial Statements. The following unaudited pro forma financial information should be read in conjunction with the consolidated financial statements and related footnotes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2000, and Quarterly Report on Form 10-Q for the quarter ended September 30, 2001. The following pro forma information is presented for illustrative purposes only and is not necessarily indicative of future operating results or financial position. 2 UPC POLSKA, INC. PRO FORMA UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2001 ASSETS
Pro forma Historical Disposition adjustment Pro forma ---------- ----------- ---------- --------- (in thousands) Current assets: Cash and cash equivalents $ 9,922 $ (4,450)a,d $ 109,920 d $ 115,392 Restricted Cash - - a 27,480 d 27,480 Trade accounts receivable, net 10,919 (3,710)a - 7,209 Programming and broadcast rights 4,364 - (4,364)b - VAT recoverable 1,001 (416)a - 585 Prepayments 4,760 (3,822)a - 938 Due from UPC affiliates 28,879 (8,340)a - 20,539 Other current assets 989 138,907 a (129,561)d 10,335 ----------- ---------- -------- --------- Total current assets 60,834 118,169 3,475 182,478 ----------- ---------- -------- --------- Property, plant and equipment: Cable television systems assets 156,619 - - 156,619 DTH, transmission and production equipment 149,732 (149,732)a - - Construction in progress 3,961 - 104 c 4,065 Vehicles 2,340 (1,309)a 93 c 1,124 Other 27,457 (15,514)a 10,086 c 22,029 ----------- ---------- -------- --------- 340,109 (166,555) 10,283 183,837 Less accumulated depreciation (101,612) 57,410 a - (44,202) ----------- ---------- -------- --------- Net property, plant and equipment 238,497 (109,145) 10,283 139,635 Inventories for construction 5,145 (112)a - 5,033 Intangibles, net 821,131 (467,118)a,d 1,033 c 355,046 Investments in affiliated companies 14,622 27,480 a - 42,102 ----------- ---------- -------- --------- Total assets $ 1,140,229 $ (430,726) $ 14,791 $ 724,294 =========== ========== ======== =========
3 UPC POLSKA, INC. PRO FORMA UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2001 (CONTINUED) LIABILITIES AND STOCKHOLDER'S EQUITY
Pro forma Historical Disposition adjustment Pro forma ---------- ----------- ---------- --------- (in thousands) Current liabilities: Accounts payable and accrued expenses $ 54,267 $ (16,567)a $ 31,762 b,c $ 69,462 Due to UPC 7,978 (169)a - 7,809 Due to TKP - - 27,480 d 27,480 Accrued interest 595 - - 595 Deferred revenue 6,257 (3,756)a - 2,501 ----------- ---------- -------- ---------- Total current liabilities 69,097 (20,492) 59,242 107,847 ----------- ---------- -------- ---------- Long-term liabilities: Notes payable and accrued interest to UPC 442,033 (111)a (321)b 441,601 Notes payable 408,459 - - 408,459 Other long term liabilities 951 (951)a - - ----------- ---------- -------- ---------- Total liabilities 920,540 (21,554) 58,921 957,907 ----------- ---------- -------- ---------- Commitments and contingencies Stockholder's equity: Common stock, $.01 par value; 1,000 shares authorized, shares issued and outstanding 1,000 as of September 30, 2001 and December 31, 2000 - - - - Paid-in capital 911,562 - - 911,562 Accumulated other comprehensive loss (83,049) 44,619 a - (38,430) Accumulated deficit (608,824) (453,791)a,d (44,130)b,c (1,106,745) ----------- ---------- -------- ---------- Total stockholder's equity / (deficiency) 219,689 (409,172) (44,130) (233,613) ----------- ---------- -------- ---------- Total liabilities and stockholder's equity $ 1,140,229 $ (430,726) $ 14,791 $ 724,294 =========== ========== ======== ==========
4 UPC POLSKA, INC. PRO FORMA UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
Pro forma Historical Disposition adjustment Pro forma ---------- ----------- ---------- --------- (in thousands) Revenues $ 107,612 $ (19,704)e $ (28,545)g $ 59,363 Operating expenses: Direct operating expenses 85,450 (4,535)e (59,696)g 21,219 Selling, general and administrative expenses 47,717 (18,570)e - 29,147 Depreciation and amortization 96,334 (56,257)e - 40,077 Impairment of DTH equipment 19,491 (19,491)e - - ---------- ---------- ------- ---------- Total operating expenses 248,992 (98,853) (59,696) 90,443 ---------- ---------- ------- ---------- Operating loss (141,380) 79,149 31,151 (31,080) Interest and investment income 833 (297)e 2,925 f 3,461 Interest expense (70,350) 265 e - (70,085) Equity in losses of affiliated companies (723) - (27,480)f (28,203) Foreign exchange loss (3,135) (32,852)e - (35,987) Non-operating expense (919) 799 e - (120) Loss on disposition - (492,497)e - (492,497) ---------- ---------- ------- ---------- Loss before income taxes and minority interest (215,674) (445,433) 6,596 (654,511) Income tax expense (162) - - (162) ---------- ---------- ------- ---------- Net loss applicable to holder of common stock $ (215,836) $ (445,433) $ 6,596 $ (654,673) ========== ========== ======= ========== Basic and diluted Loss per common share N/A N/A N/A N/A ========== ========== ======= ==========
5 UPC POLSKA, INC. PRO FORMA UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2000
Pro forma Historical Disposition adjustment Pro forma ---------- ----------- ---------- --------- (in thousands) Revenues $ 133,583 $ (25,755)e $ (30,724)g $ 77,104 Operating expenses: Direct operating expenses 132,154 705 e (76,082)g 56,777 Selling, general and administrative expenses 63,156 (30,202)e - 32,954 Depreciation and amortization 109,503 (63,399)e - 46,104 Impairment of DTH equipment 7,734 (7,734)e - - ---------- ---------- --------- ---------- Total operating expenses 312,547 (100,630) (76,082) 135,835 ---------- ---------- --------- ---------- Operating loss (178,964) 74,875 45,358 (58,731) Interest and investment income 1,329 (605)e 3,961 f 4,685 Interest expense (73,984) 537 e - (73,447) Equity in losses of affiliated companies (895) - (27,480)f (28,375) Foreign exchange gain/(loss), net 3,397 (28,721)e - (25,324) Non-operating expense 591 (603)e - (12) Loss on disposition - (503,583)e (503,583) ---------- ---------- --------- ---------- Loss before income taxes and minority interest (248,526) (458,100) 21,839 (684,787) Income tax expense (285) 183 e - (102) ---------- ---------- --------- ---------- Net loss applicable to holder of common stock $ (248,811) $ (457,917) $ 21,839 $ (684,889) ========== ========== ========= ========== Basic and diluted Loss per common share N/A N/A N/A N/A ========== ========== ========= ==========
6 UPC POLSKA, INC. NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Basis of Presentation The unaudited pro forma condensed consolidated balance sheet as of September 30, 2001, presents the consolidated financial position of the Company assuming that the disposition of the Company's DTH segment had occurred on September 30, 2001. The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2001, and the year ended December 31, 2000, present the consolidated results of operations of the Company assuming that the disposition had occurred as of January 1, 2001 and January 1, 2000, respectively. The unaudited pro forma financial information is based on assumptions and does not purport to be indicative of the results of operations or the financial position that would have actually occurred if the disposition had been consummated on the dates indicated. The pro forma financial information is based on the Company's previously reported historical financial statements and adjusted for the assumptions and estimates described in the accompanying Notes to the Pro Forma Unaudited Condensed Consolidated Financial Statements. Pro Forma Adjustments The following notes describe the adjustments included in the accompanying financial statements: Balance Sheet a. Adjustment to reflect (i) the estimated proceeds of 30 million euros (approximately $27.5 million, as of September 30, 2001) being the fair value of the 25% interest in TKP, (ii) the elimination of assets and liabilities sold in the disposition, (iii) the estimated net effect of the restructuring of balances receivable from disposed entities of $240.9 million, and (iv) the accrued professional expenses and local tax paid in connection with the disposition of $8.1 million. b. Adjustments to reflect the estimated accrued cost associated with: (i) the restructuring of channel agreements of $2.5 million, (ii) closure of sport channel of $13.1 million, (iii) restructuring of the management of $0.6 million, (iv) vacant property of $0.5 million, (v) and the goodwill write off amounting to $221.9 million. c. Adjustments to reflect the reallocation of: (i) leasehold improvements and intangibles from DTH segment to Cable segment of $6.3 and $1.0 million, respectively and (ii) DTH reception systems from DTH segment to Programming segment of $3.9 million. d. Cash proceed of 150 million euros (approximately $137.4 million, as of September 30, 2001) from the settlement of loan receivable from DTH segment and cash contribution into TKP of 30 million euros (approximately $27.5 million, as of September 30, 2001). Income Statement e. Adjustments to reflect the estimated loss on the disposition. f. Use of the cash proceed from the repayment of the loan receivable of $109.9 million, and loss attributable to the Company's minority interest in TKP. g. Adjustment to reflect the decrease in revenue and direct cost in programming segment resulting from reduced level of operation. 7 (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.* * Previously filed on December 21, 2001 as an exhibit to Form 8-K. 8 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. Date: April 19, 2002 UPC POLSKA, INC. By: /s/ SIMON BOYD ---------------------------------------- Name: Simon Boyd Title: Chief Executive Officer UNITED PAN-EUROPE COMMUNICATIONS N.V. By: /s/ ANTON A.M. TUIJTEN ----------------------------------------- Name: Anton A.M. Tuijten Title: Member of the Board of Management and General Counsel 9 -----END PRIVACY-ENHANCED MESSAGE-----