-----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, FoBH5Rh6uiAOsbI0VeBkgRS6/qlOJtYgjZcDsPZuhkvAWPwwQiQ3APAjQB6+JZp7 TsR7iDQ4uzd9i7jgbiYvIQ== 0001104659-03-028669.txt : 20031217 0001104659-03-028669.hdr.sgml : 20031217 20031217091858 ACCESSION NUMBER: 0001104659-03-028669 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031216 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031217 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 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22877 FILM NUMBER: 031058740 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 1 a03-6323_18k.htm 8-K

 

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):  December 16, 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.

 

(c)  Exhibits

 

Exhibit Number

 

Description

 

 

 

99.1

 

Press Release announcing extension to voting deadline.

 

Item 9. Regulation FD Disclosure

 

On December 17, 2003, UPC Polska, Inc. (the “Company”) issued a press release announcing that, in connection with its case under Chapter 11 of the United States Bankruptcy Code, the United States Bankruptcy Court for the Southern District of New York (the ”Bankruptcy Court”) entered an order on December 16, 2003 extending the Voting Deadline to December 17, 2003 at 5:00 p.m.  All other deadlines in the case set by the Bankruptcy Court remain the same.  A copy of this press release is attached hereto as Exhibit 99.1.

 

Unless otherwise defined herein, all capitalized terms used in this Report shall have the meanings ascribed to such terms in the Order entered by the Bankruptcy Court on October 30, 2003 (A) Approving (i) Adequacy of Disclosure Statement and (ii) Solicitation and Tabulation Procedures, (B) Establishing Voting Record Date, (C) Establishing Voting Deadline, (D) Scheduling and Approving Form and Manner of Notice of Hearing to Confirm Plan and (E) Establishing Deadline and Procedures for Objections to Confirmation of the Plan.

 

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 Forward-Looking Statements
 

This Current Report on Form 8-K (this “Report”) and the press release may 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,

 

2



 

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 First Amended Plan of Reorganization dated October 27, 2003 (the “Plan”) in connection with the Company’s petition for relief under Chapter 11 of the 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 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 or the press release.

 

3



 

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: December 17, 2003

 

 

UPC POLSKA, INC.

 

 

 

 

 

By:

/s/ SIMON BOYD

 

 

Name: Simon Boyd

 

Title: Chief Executive Officer

 

4



 

Exhibit Index

 

Exhibit Number

 

Description

 

 

 

99.1

 

Press Release announcing extension to voting deadline.

 

5


EX-99.1 3 a03-6323_1ex99d1.htm EX-99.1

Exhibit 99.1

 

UPC POLSKA, INC. ANNOUNCES EXTENSION TO VOTING DEADLINE

 

December 17, 2003:  UPC Polska, Inc. (“UPC Polska” or the “Company”), a financial holding company organised under the laws of the State of Delaware USA, today announced that the Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) entered an Order approving an extension of the Voting Deadline on the Company’s proposed First Amended Plan of Reorganization to December 17, 2003 (the “Extended Voting Deadline”).  Accordingly, Ballots (and Master Ballots cast on behalf of beneficial holders of UPC Polska Notes) must be submitted so that they are actually received by the Voting Agent on or before the Extended Voting Deadline (December 17, 2003 at 5:00 p.m. (Prevailing Eastern Time) unless otherwise extended by the Company by entry of an order by the Bankruptcy Court) at the following address:

 

Voting Agent

 

Bankruptcy Services LLC

 

By regular mail:

 

UPC Polska Ballot Processing
P.O. Box 5295
Grand Central Station
New York, NY 10163-5295

 

By messenger or overnight courier:

 

UPC Polska Ballot Processing
c/o Bankruptcy Services LLC
70 East 55th Street
New York, NY  10022-3222
Telephone:  1-888-498-7765

 

Any Voting Party, other than those which have signed the Restructuring Agreement (unless in accordance with the terms thereof), may change its vote on the Plan at any time prior to the Voting Deadline.  Thereafter, votes may not be changed except to the extent authorized by the Bankruptcy Court.

 

UPC Polska encourages all holders of claims to vote to accept the First Amended Plan of Reorganization by returning their ballots by the Extended Voting Deadline, December 17, 2003 at 5:00 p.m. Prevailing Eastern Time.  Questions regarding voting or voting procedures may be directed to Bankruptcy Services LLC at (888) 498–7765.

 

All other deadlines in the case set by the Bankruptcy Court remain the same.

 



 

Unless otherwise defined herein, all capitalized terms used in this Report shall have the meanings ascribed to such terms in the Order entered by the Bankruptcy Court on October 30, 2003 (A) Approving (i) Adequacy of Disclosure Statement and (ii) Solicitation and Tabulation Procedures, (B) Establishing Voting Record Date, (C) Establishing Voting Deadline, (D) Scheduling and Approving Form and Manner of Notice of Hearing to Confirm Plan and (E) Establishing Deadline and Procedures for Objections to Confirmation of the Plan.

 

UPC Polska Inc. through its Polish subsidiaries, operates one of the largest cable systems in Poland with approximately 1,872,800 homes passed and approximately 1 million subscribers at the end of September 2003.  The Company is 100% owned by a subsidiary of UGC Europe, Inc., which is one of the leading broadband communications and entertainment companies in Europe.  Through its broadband networks, UGC Europe provides television, Internet access, telephony and programming services.  UGC Europe’s shares are traded in the United States on the NASDAQ National Market (ticker: UGCE).  UGC Europe is majority owned by UnitedGlobalCom, Inc. (NASDAQ: UCOMA).

 

Website: www.upc-polska.com

 

NOTE: Except for historical information contained herein, this release may 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 First Amended Plan of Reorganization dated October 27, 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 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 press release.

 

This press release shall not constitute an offer to exchange or sell, or the solicitation of an offer to exchange or buy any securities of UPC Polska, or a solicitation of any votes in favor of the plan of reorganization, nor shall there be any exchange or sale of securities of UPC Polska or solicitation of votes in favor of the plan of reorganization in any jurisdiction in which such offer, exchange, sale or solicitation would be unlawful.

 

For further information, please contact:

 

Claire Appleby

 

Bert Holtkamp

UPC Investor Relations

 

UPC Corporate Communications

+ 44 (0) 207 838 2004

 

+ 31 (0) 20 778 9447

Email: ir@upccorp.com

 

Email: corpcomms@upccorp.com

 

 

 

 

 

NBS Public Relations

 

 

Marek Kuderski

 

 

+ 48 (0) 22 826 7418

 


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