-----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, FFlfp+BYTpk2KxzRZPFZfn7nra7eM5cWFLJ59Tqu+0Iu3VJUCkbB5Bd7TFACSXEO fBGK8Ay9DTqZCC/sBlQi7A== 0001047469-99-030237.txt : 19990810 0001047469-99-030237.hdr.sgml : 19990810 ACCESSION NUMBER: 0001047469-99-030237 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990806 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990809 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: 99680520 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 FORM 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) @ 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 amended from time to time. On August 6, 1999, the Purchaser reported that, it had accepted for payment a total of 33,701,073 Shares (including 31,208 Shares tendered pursuant to notices of guaranteed delivery) representing approximately 99% of the outstanding Shares. Any Shares not purchased in the Offer will be canceled and will become the right to receive $19.00 per Share when the merger of the Purchaser with and into the Company is completed. In addition the Purchaser has acquired 100% of the outstanding Series A and Series B 12% Cummulative Preference Shares of the Company. On Friday, August 6, 1999 Parent issued a press release announcing, among other things, the completion of the tender offer and the purchase of the Shares. The full text of the press release is set forth in Exhibit (a)(10) and is incorporated herein by reference. 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 ------ ----------- 99.1 Press Release of Parent, dated August 6, 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. @ Entertainment, Inc. Date: August 6, 1999 By: /s/ DONALD MILLER-JONES -------------------------------- By: Donald Miller-Jones Its: Chief Financial Officer 3 EXHIBIT INDEX
NUMBER DESCRIPTION PAGE - ------ ----------- ---- 99.1 Press Release of Parent, dated August 6, 1999
EX-99.1 2 EXHIBIT 99.1 Exhibit 99.1 UPC COMPLETES TENDER OFFER FOR @ENTERTAINMENT AMSTERDAM, Netherlands, Aug. 6 /PRNewswire/ -- United Pan-Europe Communications (Nasdaq: UPCOY) today announced that its wholly owned subsidiary, Bison Acquisition Corp., had completed its tender offer for all outstanding shares of the common stock of @Entertainment, Inc. (Nasdaq: AETN) at a price of $19.00 per share in cash. UPC stated that based on a preliminary count, a total of 33,988,449 shares (including 318,584 shares tendered pursuant to notices of guaranteed delivery) had been tendered pursuant to the offer, which expired at 12:00 midnight, New York City time, on Thursday, August 5, 1999. All such shares have been accepted for purchase in accordance with the terms of the offer. After giving effect to the purchase of the shares tendered, UPC will own approximately 99% of the outstanding common shares of @Entertainment (or approximately 73% of such shares on a fully diluted basis). UPC intends to effect the merger of Bison Acquisition Corp. into @Entertainment as promptly as possible. All remaining @Entertainment stockholders will be entitled to receive in the merger the same $19.00 cash price for each of their shares. Headquartered in Amsterdam, UPC is one of the most innovative broadband communications companies in Europe and owns and operates one of the largest pan-European groups of broadband communication networks. UPC provides cable television, telephony, high-speed Internet access and programming services in twelve countries across Europe and in Israel. As of March 31st, 1999, assuming completion of all recently announced acquisitions, UPC's systems passed approximately 8.5 million homes with 5.6 million basic cable subscribers. In addition, UPC systems had 118,000 telephone access lines, as well as 35,000 broadband Internet access subscribers. UPC completed an IPO in February 1999 and its shares are traded on the Amsterdam Stock Exchange ("UPC") and Nasdaq ("UPCOY"). UPC is a consolidated subsidiary of Denver based UnitedGlobalCom, Inc. ("United") (Nasdaq: "UCOMA"). Microsoft has an interest of approximately 7.8% in UPC. SOURCE United Pan-Europe Communications "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding United Pan Europe Communications NV's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see "Risk Factors" in the Company's Annual Report or Form 10-K for the most recently ended fiscal year. -----END PRIVACY-ENHANCED MESSAGE-----