-----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, OtLdGIJzn6TgiaQBrSAZpHPEs5p13Jsm2v7C2YpQ3LBtLva2G0nwqHr+8GucjGJl 9k2rdIIYITFO/O63CLMCfw== 0001047469-99-026703.txt : 19990709 0001047469-99-026703.hdr.sgml : 19990709 ACCESSION NUMBER: 0001047469-99-026703 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990707 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990708 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERTAINMENT 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 SEC ACT: SEC FILE NUMBER: 000-22877 FILM NUMBER: 99660786 BUSINESS ADDRESS: STREET 1: ONE COMMERCIAL PLAZA STREET 2: 6 KONSTRUKTORSKA STREET CITY: HARTFORD STATE: CT ZIP: 06103-3585 BUSINESS PHONE: 8605491674 MAIL ADDRESS: STREET 1: ONE COMMERCIAL PLAZA CITY: HARTFORD STATE: CT ZIP: 06103-3583 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 July 7, 1999 Date of Report (Date of earliest event reported) @ Entertainment, Inc. - ------------------------------------------------------------------------------- (Exact name of Registrant as Specified in Charter) Delaware 000-22877 06-1487156 - ------------------------- ------------- ------------------- (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 5. Other Events. This disclosure amends and supplements @ Entertainment, Inc.'s disclosure with respect to the tender offer (the "Offer") by 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"), to purchase all of the issued and outstanding shares of common stock, value $.01 per share (the "Common Stock"), of @ Entertainment, Inc., a Delaware corporation (the "Company"), at a price of $19.00 per share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 8, 1999 and the related Letter of Transmittal, as they may be amended from time to time. On July 7, 1999, the Purchaser and Parent together issued a press release announcing the extension of the Expiration Date of the Offer until Midnight, New York City time, on Thursday, August 5, 1999, unless further extended. A copy of the press release is attached hereto as Exhibit 99 and is incorporated herein by reference. 2 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial statements of businesses acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) Exhibits.
Number Description ------ ----------- 99 Press Release of United Pan-Europe Communications, N.V. and Bison Acquisition Corp. dated July 7, 1999.
3 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. @ Entertainment, Inc. Date: July 7, 1999 By: /s/ Donald Miller-Jones -------------------------------- By: Donald Miller-Jones Its: Chief Financial Officer 4 EXHIBIT INDEX
NUMBER DESCRIPTION PAGE 99. Press Release of United Pan-Europe Communications, N.V. and Bison Acquisition Corp. dated July 7, 1999.
EX-99 2 EXHIBIT 99 [UPC Letterhead] Exhibit (a)(7) IMMEDIATE RELEASE UPC FILES EXTENSION OF @ ENTERTAINMENT TENDER OFFER WITH SEC AMSTERDAM, THE NETHERLANDS 7TH JULY: United Pan-Europe Communications, N.V. and Bison Acquisition Corp. (a wholly-owned subsidiary) today announced that they have extended the period for their tender offer for shares of @ Entertainment, Inc. (NASDAQ: ATEN) to 12:00 midnight, New York City time, on Thursday, August 5, 1999. The offer had previously been scheduled to expire at 12:00 midnight, New York City time, on Tuesday, July 6, 1999. The extension has been made as contemplated by the terms of the Agreement and Plan of Merger by and among United Pan-Europe Communications N.V. (UPC), Bison Acquisition Corp. and @ Entertainment, Inc. (@ Entertainment), in order to allow UPC to finalize its financing within the timeframe originally contemplated by the parties. Further, UPC announced the early termination of the fifteen-day waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the purchase of shares pursuant to the offer, on Friday, July 2, 1999. The waiting period was due to expire on Wednesday, July 7, 1999. UPC also announced that, on Tuesday, June 29, 1999, the Polish Competition and Consumer Protection Office issued a statement expressing its lack of objection to Bison Acquisition Corp.'s intended acquisition of @ Entertainment. The parties have also determined that no filing will be required with the Commission of the European Community with respect to the acquisition by UPC of @ Entertainment. At the close of trading in New York on Tuesday, July 6, 1999, 31,476,904 shares of common stock of @ Entertainment had been validly tendered in connection with the offer comprising approximately 94.2% (or approximately 67.6% on a fully diluted basis) of the common stock of @ Entertainment. As set forth in UPC's offer to purchase in respect of its tender offer, holders of common stock, warrants, and options of @ Entertainment representing 48.4% of the issued and outstanding common stock and 51% of the common stock on a fully diluted basis have entered into agreements to tender all of their common stock in @ Entertainment. PAGE 1 OF 2 Headquartered in Amsterdam, UPC owns and operates the largest pan-European group of broadband communication networks. UPC provides cable television, telephony, high speed Internet access and programming services in ten countries across Europe and Israel. As of 30th June 1999, UPC's systems passed approximately 7.7 million homes with 5.1 million basic cable subscribers, of which approximately 500,000 take an expanded tier service. In addition, UPC had 118,000 telephone access lines and 20,500 carrier select customers, as well as 42,000 broadband Internet access subscribers. UPC completed an IPO in February 1999 and its shares are traded on the Amsterdam Stock Exchange ("UPC") (NASDAQ: "UCOMA"). Microsoft has an interest of approximately 7.8% in UPC. FOR FURTHER INFORMATION: UNITED PAN-EUROPE COMMUNICATIONS N.V. Steve Butler, Managing Director of Capital Markets/Treasurer/Investor Relations 31 20 778 9860 email: sbutler@upc.nl Henrietta Hirst, Director of Group Corporate Communications 44 171 518 7980 email: hhirst@upc.nl THE INFORMATION AGENT FOR THE TENDER OFFER IS: Mackenzie Partners, Inc. 1-(800) 322-2885 or (212) 929-5500 PAGE 2 OF 2 ### -----END PRIVACY-ENHANCED MESSAGE-----