-----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, Nh41iAImCZWTkqxS9zgdOaZA6fcdejPJhBBjWpk59goSEOv7Uv16LY0zQ6tqWAJE EJDVa3oeSSAkWiNaoiAe+Q== 0000950127-03-000972.txt : 20030829 0000950127-03-000972.hdr.sgml : 20030829 20030829141413 ACCESSION NUMBER: 0000950127-03-000972 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030828 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030829 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED PAN EUROPE COMMUNICATIONS NV CENTRAL INDEX KEY: 0001070778 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 980191997 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25365 FILM NUMBER: 03873716 BUSINESS ADDRESS: STREET 1: FREDERIK ROESKESTRAAT 123 PO BOX 74763 CITY: AMSTERDAM NETHERLANDS STATE: P7 ZIP: 1070 BT 8-K 1 form8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): August 28, 2003 United Pan-Europe Communications N.V. (Exact name of registrant as specified in its charter) The Netherlands (State or Other Jurisdiction of Incorporation) 000-25365 (Commission File Number) 98-0191997 (I.R.S. Employer Identification Number) Boeing Avenue 53 1119 PE, Schiphol Rijk The Netherlands (Address and zip code of principal executive offices) (31) 20-778-9840 (Registrant's telephone number, including area code) Item 5. Other Events and Regulation FD Disclosure. On August 28, 2003, United Pan-Europe Communications N.V. (the "Company") announced that at the Extraordinary General Meeting held on August 28, 2003, the required absolute majority of shareholders of the Company voted in favor of a proposed amendment to the Company's articles of association to allow holders of the Company's ordinary shares C to convert one or more of their ordinary shares C into the Company's ordinary shares A on a one-for-one basis. The purpose of the conversion is to facilitate the delisting of the ordinary shares A from the Euronext Amsterdam Stock Exchange ("AEX"). It is expected that, the last day of trading for the ordinary shares A (ticker symbol "UPC") on the AEX will be September 4, 2003. The full text of the press release announcing the amendment to the articles of association (the "Press Release") is attached hereto as Exhibit 99.1 and is incorporated in its entirety herein by reference. 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, 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 forward-looking statements relate to the Company's future plans, objectives, expectations and intentions. These forward-looking statements may be identified by the use of words such as "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 ability of the Company to restructure its outstanding indebtedness on a satisfactory and timely basis and the ability of the Company to consummate the Plan of Reorganization under the U.S. Bankruptcy Code and the Akkoord under the Dutch Bankruptcy Code, as well as other factors detailed from time to time in the Company's filings with the 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 United Pan-Europe Communications N.V. dated August 28, 2003, announcing the amendment to the Articles of Association -2- SIGNATURE 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. UNITED PAN-EUROPE COMMUNICATIONS N.V. By: /s/ Anton M. Tuijten -------------------------------------------- Name: Anton M. Tuijten Title: Member of the Board of Management and General Counsel Date: August 29, 2003 -3- EXHIBIT INDEX Exhibit Number Description 99.1 Press Release of United Pan-Europe Communications N.V. dated August 28, 2003, announcing the amendment to the Articles of Association -4- EX-99.1 3 exhibit99_1.txt PRESS RELEASE press release UPC UNITED PAN-EUROPE COMMUNICATIONS N.V. ANNOUNCES AMENDMENT TO ARTICLES OF ASSOCIATION Amsterdam, The Netherlands - August 28, 2003: United Pan-Europe Communications N.V. ("UPC" or the "Company") (EURONEXT Amsterdam: UPC) today announces that at the Extraordinary General Meeting held today the required absolute majority of shareholders voted in favour of the proposed amendment to the company's articles of association to allow holders of the company's ordinary shares C to convert one or more of their ordinary shares C into ordinary shares A on a one-for-one basis. The purpose of the conversion is to facilitate the delisting of the ordinary shares A from the Euronext Amsterdam Stock Exchange ("AEX"). It is expected that, as previously highlighted, the last day of trading for UPC ordinary shares A on the AEX (ticker UPC) will be September 4, 2003. United Pan-Europe Communications N.V. is one of the leading broadband communications and entertainment companies in Europe. Through its broadband networks, UPC provides television, Internet access, telephony and programming services. UPC's shares are traded on Euronext Amsterdam Exchange (UPC) and in the United States on the Over The Counter Bulletin Board (UPCOY). UPC is majority owned by UnitedGlobalCom, Inc. (NASDAQ: UCOMA). NOTE: Except for historical information contained herein, this release contains forward-looking statements, which involve certain risks, and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. These risks and uncertainties include our ability to restructure our outstanding indebtedness on a satisfactory and timely basis, the ramifications of any restructuring, the acceptance and continued use by subscribers and potential subscribers of the Company's services, changes in the technology and competition, our ability to achieve expected operational efficiencies and economies of scale, our ability to generate expected revenue and achieve assumed margins, as well as other factors detailed from time to time in the Company's filings with the Securities and Exchange Commission. 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 Also, please visit www.upccorp.com for further information about UPC - --------------------------- -----END PRIVACY-ENHANCED MESSAGE-----