UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): November 14, 2003

UPC POLSKA, INC.

(Debtor-In-Possession)

(Exact Name of Registrant as Specified in its Charter)

Delaware	000–22877	06–1487156
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4643 Ulster Street, Suite 1300, Denver, Colorado 80237 (303) 770–4001
(Address, including Zip Code and Telephone Number, including Area Code, of Principal Executive Offices)

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

(a) Not applicable.

(b) Not applicable.

Exhibit Number		Description

99.1		Monthly Unaudited Parent Only Operating Report for UPC Polska, Inc. (the “Company”) for the period October 1, 2003 to October 31, 2003.

Item 9. Regulation FD Disclosure

On November 14, 2003, the Company filed with the United States Bankruptcy Court for the Southern District of New York (the “U.S. Bankruptcy Court”) its monthly unaudited parent only operating report for the period from October 1, 2003 to October 31, 2003 (the “Monthly Operating Report”), a copy of which is attached hereto as Exhibit 99.1.

Limitation on Incorporation by Reference

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 9 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. The information set forth in this Item 9 will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

Cautionary Statement Regarding Financial and Operating Data

The Monthly Operating Report contains unaudited parent only financial statements and other financial information that were not prepared with a view to compliance with published guidelines of the Securities and Exchange Commission (the “SEC”) or the guidelines established by the American Institute of Certified Public Accountants. The Company’s independent auditors have not examined, compiled or performed any procedures with respect to the financial information presented in the Monthly Operating Report, nor have they expressed any opinion or any other form of assurance of such information or its achievability, and accordingly assume no responsibility for them. Operating results for the period from October 1, 2003 to October 31, 2003 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2003.

The preparation of financial statements for inclusion in the Monthly Operating Report in conformity with United States generally accepted accounting principles requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K (this “Report”) and the Monthly Operating Report contain forward-looking statements (any statement other than those made solely with respect to historical fact) based upon management’s beliefs, as well as assumptions made by and data currently available to management. This information has been, or in the future may be, included in reliance on the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on a variety of assumptions that may not be realized and are subject to significant business, economic, judicial and competitive risks and uncertainties, including those set forth below, many of which are beyond the Company’s control. The Company’s actual operations, financial condition, cash flows or operating results may differ materially from those expressed or implied by any such forward-looking statements. These statements relate to the Company’s future plans, objectives, expectations and intentions. These statements may be identified by the use of words like “believes,” “expects,” “may,” “will,” “would,” “should,” “seeks,” “pro forma,” “anticipates” and similar expressions. The Company undertakes no obligation to update or revise any such forward-looking statements.

The forward-looking statements and the Company’s liquidity, capital resources and results of operations are subject to a number of risks and uncertainties including, but not limited to, the following: the ability of the Company to restructure its outstanding indebtedness on a satisfactory and timely basis; the ability of the Company and UPC Polska Finance, Inc. (“Polska Finance”) to confirm and consummate the Plan of Reorganization that they filed on July 8, 2003 (the “Plan”) in connection with the Company’s petition for relief under Chapter 11 of the United States Bankruptcy Code (“Bankruptcy Code”); the ramifications of the restructuring; risks associated with not completing the restructuring consistent with the Company’s and Polska Finance’s timetable; risks associated with third parties taking actions inconsistent with, or detrimental to, the consummation of the Plan; the ability to fund, develop and execute the business plan of the Company and its subsidiaries (the “UPC Polska Group”); potential adverse developments with respect to the UPC Polska Group’s liquidity or results of operations; competitive pressures from other companies in the same or similar lines of business as the UPC Polska Group; economic conditions in Poland generally, as well as in the pay television business in Poland, including decreasing levels of disposable income per household and increasing rates of unemployment; risks associated with an amendment to copyright law in Poland which took effect on January 1, 2003; ongoing process of copyright law development in Poland; risks relating to future relations with the Polish National Telephone Company; risks related to lost revenues resulting from piracy; changes in laws and regulations affecting the UPC Polska Group, including those related to taxation; business changes, including pay television programming changes; foreign exchange rate fluctuations; future financial performance of the UPC Polska Group, including availability, terms and deployment of capital; the UPC Polska Group’s ability to comply with

government regulations; the overall market acceptance of the UPC Polska Group’s products and services, including acceptance of the pricing of those products and services; the failure of Telewizyjna Korporacja Partycypacyjna S.A. (“TKP”) to satisfy contractual obligations owed to or on behalf of the UPC Polska Group arising out of the Company’s transaction with Canal+ S.A. and the UPC Polska Group’s limited ability to liquidate its investment in TKP; potential adverse publicity regarding the Company’s restructuring and its petition for relief under Chapter 11 of the Bankruptcy Code; and the estimates and assumptions that the Company’s management was required to make in the preparation of parent only financial statements for inclusion in the Monthly Operating Report, as well as other factors detailed from time to time in the Company’s filings with the SEC. Given these uncertainties, readers are cautioned not to place undue reliance on the forward-looking statements contained in this Report and the Monthly Operating Report.

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: November 14, 2003

	UPC POLSKA, INC.


	By:	/s/ JOANNA NIECKARZ
	Name: Joanna Nieckarz
	Title: Chief Financial Officer

Exhibit Index

Exhibit Number		Description

99.1		Monthly Unaudited Parent Only Operating Report for the Company for the period October 1, 2003 to October 31, 2003.

Exhibit 99.1

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

CASE NO.: 03-14358 (BRL)

CHAPTER 11

DEBTOR:

UPC POLSKA, INC.

MONTHLY OPERATING STATEMENT FOR THE PERIOD FROM OCTOBER 1, 2003 TO OCTOBER 31, 2003

DEBTOR’S ADRESS:

4643 ULSTER STREET, SUITE 1300, DENVER, COLORADO

MONTHLY DISBURSEMENTS: $17,534

DEBTOR’S ATTORNEY:

BAKER & McKENZIE

MONTHLY OPERATING PROFIT/ (LOSS): $0

REPORT PREPARER: Joanna Nieckarz

The undersigned, having reviewed the attached report and being familiar with the Debtor’s financial affairs, verifies under penalty of perjury, that the information contained therein is complete, accurate and truthful to the best of my knowledge.

DATE: November 14, 2003	/s/ Joanna Nieckarz
	Name:	Joanna Nieckarz
	Title:	Chief Financial Officer

UPC POLSKA, INC.

(DEBTOR-IN-POSSESION)

PARENT ONLY FINANCIAL STATEMENTS

BALANCE SHEET

(STATED IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE DATA)

(UNAUDITED)

	As of October 31, 2003
ASSETS
Cash and cash equivalents	$	35,766
Due from the Company’s affiliates	196,637
Other current assets	66
Investments in affiliated companies	—
Total assets	$	232,469

LIABILITIES AND SHAREHOLDER’S DEFICIT

Liabilities not subject to compromise:
Accounts payable and accrued expenses	$	5,078
Total liabilities not subject to compromise	5,078

Liabilities subject to compromise:
Accounts payable and accrued expenses	400
Due to UPC and its affiliates (1)	4,307
Notes payable and accrued interest to RCI	6,139
Notes payable and accrued interest to UPC and its affiliates (2)	481,737
UPC Polska Notes (3)	456,992
Total liabilities subject to compromise	949,575

Total liabilities	954,653

Stockholder’s deficit:
Common stock, $.01 par value; 1,000 shares authorized, issued and outstanding as of October 31, 2003	—
Paid-in capital	933,151
Accumulated deficit	(1,655,335		)
Total stockholder’s deficit	(722,184		)

Total liabilities and stockholder’s deficit	$	232,469

The accompanying notes are an integral part to these financial statements.

(1) The balance due to UPC and its affiliates is denominated in Euros. The change in this item relates to unrealized foreign exchange.

(2) Notes payable and accrued interest to UPC and its affiliates include unpaid accrued and capitalized interest owing to UPC Telecom and Belmarken of $141.2 million.

(3) Prior to the Petition Date, the Company’s 2008, 2009 and Series C Senior Discount Notes (reflected as UPC Polska Notes on the balance sheet) were carried on the Company’s books at an amount higher than accreted value as a result of purchase accounting adjustments recorded when UPC N.V. acquired the Company. The UPC Polska Notes amount reflects the write-down of these notes to their accreted value on the Petition Date.

UPC POLSKA, INC.

(DEBTOR-IN-POSSESION)

PARENT ONLY FINANCIAL STATEMENTS

STATEMENT OF OPERATIONS

(STATED IN THOUSANDS OF U.S. DOLLARS)

(UNAUDITED)

	For the period from October 1 to October 31, 2003

Operating income/(loss)	—

Interest and investment income, third party	17
Equity in net losses of affiliated companies	(2,998		)
Foreign exchange loss, net (1)	(738		)
Non-operating expense, net	(128		)
Loss before income taxes and reorganization items	(3,847		)

Reorganization items
Bond valuation	—
Professional fees	(2,240		)
Total reorganization items	(2,240		)

Loss before income taxes	(6,087		)

Income tax expense	—

Net loss	$	(6,087	)

The accompanying notes are an integral part to these financial statements.

(1) Foreign exchange loss, net relates mainly to unrealized currency exchange losses on the Company’s loans to affiliated companies. The foreign exchange loss, net is a non-cash loss.

UPC POLSKA, INC.

(DEBTOR-IN-POSSESION)

PARENT ONLY FINANCIAL STATEMENTS

CASH FLOW STATEMENT

(STATED IN THOUSANDS OF U.S. DOLLARS)

(UNAUDITED)

	For the period from October 1 to October 31, 2003
Cash flows from operating activities:
Net loss	$	(6,087	)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity in net losses of affiliated companies	2,998
Unrealized foreign exchange loss	738
Other	9
Changes in operating assets and liabilities:
Other current assets	4
Accounts payable and accrued expenses	2,337
Net cash used in operating activities	(1		)

Cash flows from investing activities:	—
Net cash used in investing activities	—

Cash flows from financing activities:	—
Net cash provided by financing activities	—

Net decrease in cash and cash equivalents	(1		)

Cash and cash equivalents at beginning of period	35,767
Cash and cash equivalents at end of period	$	35,766

Supplemental cash flow information:
Cash paid for interest	—
Cash paid for income taxes	$	—

The accompanying notes are an integral part to these financial statements.

UPC POLSKA, INC.

(DEBTOR-IN-POSSESION)

NOTES TO PARENT ONLY FINANCIAL STATEMENTS

(UNAUDITED)

1. General

UPC Polska, Inc. (“the Company”), formerly known as @Entertainment, Inc., is a group holding company established in May 1997. The Company has ownership interests in approximately twenty-two direct and indirect subsidiaries (such subsidiaries, collectively with UPC Polska, the “UPC Polska Group”). None of the Company’s subsidiaries have commenced insolvency proceedings and they continue to operate outside of bankruptcy in the ordinary course of business. The UPC Polska Group owns and operates one of the largest cable television systems in Poland with approximately 1,870,700 homes passed and approximately 987,500 total subscribers.

2. Basis of Presentation

The accompanying parent only financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). The interim unaudited parent only financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 filed with the SEC (the “2002 Annual Report”). The interim financial results are not necessarily indicative of the results of the full year. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Activity related to the Company’s subsidiaries is included on the balance sheet as “investments in affiliated companies”. Not all actual information with respect to the financial statements of the Company was available at the date of preparation of parent only financial statements. The Company, therefore, used its best estimates for certain items and, as a result, the actual financial information may differ from the information presented in this report.

As a result of entering into the Chapter 11 proceeding on July 7, 2003, the Company’s financial statements have also been prepared in accordance with AICPA Statement of Position 90-7, “Financial Reporting by Entities in Reorganization under the Bankruptcy Code” (“SOP 90-7”). SOP 90-7 requires an entity to distinguish pre-petition liabilities subject to compromise from postpetition liabilities on its balance sheet. In the accompanying unaudited balance sheet, the caption “liabilities subject to compromise” reflects the Company’s best current estimate of the amount of pre-petition claims that will be restructured in the Debtor’s Chapter 11 case. In addition, the statement of operations should portray the results of operations of the reporting entity during the Chapter 11 proceedings. As a result, any revenues, expenses, realized gains and losses and provisions resulting from the reorganization and restructuring of the organization are reported separately as reorganization items.

3. Bankruptcy filing

On July 7, 2003, the Company filed a voluntary petition for relief under Chapter 11 (“Chapter 11”) of the United States Bankruptcy Code (the “Bankruptcy Code”) with the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) (Case No. 03-14358 (BRL)). On July 8, 2003, the Company filed a pre-negotiated plan of reorganization (“Plan of Reorganization”) and on July 28, 2003, the Company filed a disclosure statement (“Disclosure Statement”) with the Bankruptcy Court. On October 27, 2003 the Company filed a first amended Plan of Reorganization and a related first amended Disclosure Statement. The Plan of Reorganization contemplates a restructuring of the Company’s balance sheet. For more information about the Plan of Reorganization and the restructuring of the Company, please see the first amended Disclosure Statement, which was filed as an exhibit to the Company’s Form 8-K, dated October 27, 2003.

As a result of the Company’s filing for relief under Chapter 11, all the Company’s outstanding debt became due and payable. The Company is entitled to various protections under the Bankruptcy Code, including an automatic stay which, subject to certain exceptions, prohibits creditors from taking actions to collect or enforce claims against the Company during the pendency of the Chapter 11 proceeding.

4. Due from affiliates

The Company recorded a valuation reserve against its receivables due from affiliates to reflect an estimate of the change in value of these receivables.

5. Investments

The Company has accounted for investments in affiliated companies using the equity method. Under this method, the investment, originally recorded at cost, is adjusted to recognize the Company’s proportionate share of net earnings or losses of the affiliates, limited to the extent of the Company’s investment in its affiliates.

6. Cash

In the period from October 1 to October 31, 2003, cash payments, totaling $17,534, were made with respect to SEC reporting, claims agent fees, indenture trustee services and business travel expenses. The Company had cash receipts, totaling $16,624, which represents interest earned on cash balances held in banks.

7. Taxation

During the period from October 1, 2003 to October 31, 2003, the Company did not have any Federal, State or Local taxes collected, due, received or withheld.

8. Insurance

All insurance policies in place for the Company have been fully paid for the current period. The Company, as a holding company, has no employees and, thus, does not have workers compensation and disability insurance policies.