-----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, PcKAothJwj22BChAGpPfMteFbp8K7PfLVk8SM8ZQgeO/ezf2ihd8xsKMQbPgb91p SEH7CcMwy/vJWCyK7qayYQ== 0001104659-04-004999.txt : 20040218 0001104659-04-004999.hdr.sgml : 20040218 20040218170249 ACCESSION NUMBER: 0001104659-04-004999 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040218 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UPC POLSKA LLC 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: 04613786 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: UPC POLSKA INC DATE OF NAME CHANGE: 20010126 FORMER COMPANY: FORMER CONFORMED NAME: ENTERTAINMENT INC DATE OF NAME CHANGE: 19970620 8-K 1 a04-2628_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):  February 18, 2004

 

UPC POLSKA, LLC

(Exact Name of Registrant as Specified in its Charter)

 

 

 

 

 

Delaware

 

000-22877

 

N/A

(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 5. Other Events and Regulation FD Disclosure.

 

On February 18, 2004, UPC Polska, LLC (the “Company”) issued a press release announcing the successful completion of its balance sheet restructuring (the “Press Release”), which is attached hereto as Exhibit 99.1 and is incorporated in its entirety herein by reference.

 

The Company has completed all the required actions and all the conditions to the effectiveness of the Second Amended Chapter 11 Plan of Reorganization Jointly Proposed by UPC Polska, Inc., UPC Polska Finance, Inc. and UnitedGlobalCom, Inc. were satisfied or waived.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This Current Report on Form 8-K (this “Report”) and the Press Release 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.

 

These forward-looking statements are subject to a number of risks and uncertainties including, but not limited to, the following: the ramifications of the restructuring; 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

 

1

 

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 United States 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 reports, as well as other factors detailed from time to time in the Company’s filings with the U.S. Securities and Exchange Commission. Given these uncertainties, readers are cautioned not to place undue reliance on the forward-looking statements contained in this Report or the Press Release.

 

Item 7. Financial Statements and Exhibits.

 

(c)

 

Exhibits.

 

 

 

 

Exhibit Number

 

Description

 

 

 

 

 

 

 

99.1

 

Press release of the Company dated February 18, 2004, announcing the successful completion of balance sheet restructuring.

 

2

 

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: February 18, 2004

 

 

UPC POLSKA, LLC

 

 

 

 

 

 

 

By:

 

/s/ Simon Boyd

 

 

Name: Simon Boyd

 

Title: Chief Executive Officer

 

3

 

Exhibit Index

 

Exhibit Number

 

Description

 

 

 

99.1

 

Press release of the Company dated February 18, 2004, announcing the successful completion of balance sheet restructuring.

 

4

 EX-99.1 3 a04-2628_1ex99d1.htm EX-99.1

Exhibit 99.1

 

UPC POLSKA, LLC ANNOUNCES SUCCESSFUL COMPLETION OF BALANCE SHEET RESTRUCTURING

 

February 18, 2004 – UPC Polska, LLC (“UPC Polska” or the “Company”) today announces the effective date of the Company’s emergence from its Chapter 11 proceedings.  The Company has completed all the required actions and all the conditions to the effectiveness of its Second Amended Plan of Reorganization (the “Plan”) were satisfied or waived.

 

The Plan was confirmed by the U.S. Bankruptcy Court on January 22, 2004.

 

The Company’s restructuring, which has substantially delevered the Company’s balance sheet, has extinguished the Company’s prior indebtedness of approximately USD 945.2 million.  As a result of the restructuring, the Company issued new 9% senior notes due 2007 in the aggregate principal amount of approximately USD 105.4 million. The new debt will be the only indebtedness of the Company as of the effective date of the restructuring.

 

UPC Polska LLC 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 is a wholly owned subsidiary of 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 ramifications of the restructuring; risks associated with not completing the restructuring consistent with the Company’s, UPC Polska Finance, Inc.’s and UnitedGlobalCom, Inc.’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.

 

For further information, please contact:

 

Claire Appleby

 

Bert Holtkamp

UGC Europe Investor Relations

 

UGC Europe Communications & PR

+ 44 (0) 207 838 2001

 

+ 31 (0) 20 778 9447

Email: ir@ugceurope.com

 

Email: corpcomms@ugceurope.com

 

 

 

 

 

NBS Public Relations

 

 

Marek Kuderski

 

 

+ 48 (0) 22 826 7418

 

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