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): February 20, 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 3. Bankruptcy or Receivership
The purpose of this Form 8-K is to set forth certain items relating to the
confirmation of the second amended plan of reorganization dated January 7, 2003
(the "Plan"), as modified, filed by United Pan-Europe Communications N.V. (the
"Company") and New UPC, Inc. ("New UPC") with the United States Bankruptcy Court
for the Southern District of New York (the "U.S. Bankruptcy Court") in
connection with the Company's pending case filed on December 3, 2002 under
Chapter 11 ("Chapter 11") of the United States Bankruptcy Code (the "U.S.
Bankruptcy Code") (Case No. 02-16020). Unless otherwise defined herein, all
capitalized terms used in this Form 8-K shall have the meanings ascribed to such
terms in the Disclosure Statement (as defined below).
(1) & (2) Identity of the Court and Date of Order
As previously reported, on December 3, 2002, the Company and New UPC filed
a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code, a
pre-negotiated plan of reorganization and a related disclosure statement with
the U.S. Bankruptcy Court. In conjunction with the commencement of the Chapter
11 case, the Company also voluntarily commenced a moratorium of payments in The
Netherlands under Dutch bankruptcy law and has filed a proposed plan of
compulsory composition (Akkoord) with the Amsterdam Court (Rechtbank) (the
"Dutch Court") under the Dutch Faillissementswet (the "Dutch Bankruptcy Code").
As previously reported, on December 23, 2002, the Company and New UPC filed
a first amended plan of reorganization and a related first amended disclosure
statement with the U.S. Bankruptcy Court and the Company submitted a revision to
the draft Akkoord to the Dutch Court under the Dutch Bankruptcy Code.
As previously reported, on January 7, 2003, the U.S. Bankruptcy Court
approved a second amended disclosure statement (the "Disclosure Statement") and
on January 9, 2003, the Company and New UPC filed the Disclosure Statement and
the Plan with the U.S. Bankruptcy Court and the Company submitted a revision to
the draft Akkoord to the Dutch Court under the Dutch Bankruptcy Code.
A hearing on the confirmation of the Plan was held on February 20, 2003.
The Plan, as modified, was confirmed by the U.S. Bankruptcy Court pursuant to an
Order Confirming Second Amended Chapter 11 Plan of Reorganization Jointly
Proposed by the Company and New UPC as Modified dated February 20, 2003 (the
"Confirmation Order"), which was entered by the U.S. Bankruptcy Court on
February 21, 2003. A copy of the Confirmation Order is attached hereto as
Exhibit 99.1. A copy of the Plan, as modified, is attached hereto as Exhibit
99.2 and is incorporated herein by reference. The Company expects the Plan to be
consummated and become effective on or about March 25, 2003 (the "Effective
Date"). From and after the Effective Date, the Company expects to be operating
its businesses and properties as a reorganized entity pursuant to the terms of
the Plan.
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(3) Summary of the Plan
The following is a summary of the material features of the Plan. This
summary is qualified in its entirety by reference to the Plan. A more detailed
description of the Plan is set forth in the Disclosure Statement, a copy of
which is attached hereto as Exhibit 99.3 and is incorporated herein by
reference.
The Plan, which the Company filed with the U.S. Bankruptcy Court on January
9, 2003, divides Holders of known Claims against, and known Equity Interests in,
the Company into ten Classes, as follows:
Class 1 -- Miscellaneous Secured Claims
Class 2 -- Classified Priority Claims
Class 3 -- Critical Creditor Claims
Class 4 -- Belmarken Notes Claims
Class 5 -- UPC Notes Claims and General Unsecured Claims
Class 6 -- UPC Preference Shares A
Class 7 -- UPC Priority Shares
Class 8 -- UPC Ordinary Shares A
(including the UPC Ordinary Shares
held in the form of UPC ADSs)
Class 9 -- Equity Securities Claims
Class 10 -- Old Other Equity Interests
In accordance with the U.S. Bankruptcy Code, Administrative Claims and Priority
Tax Claims are not classified into Classes.
The following chart sets forth, in general, the treatment that Holders of
Allowed Claims, Allowed Equity Interests and Allowed Old Other Equity Interests
will receive under the Plan, unless they were to agree to accept less favorable
treatment by settlement or otherwise. For the convenience of the Holders of the
UPC Notes, the number of shares of New UPC Common Stock allotted to the Holders
of the Allowed UPC Notes Claims is set forth in the chart below based upon each
US$1,000 or (euro)1,000 (as the case may be) of principal amount of UPC Notes
(or principal amount at stated maturity in the case of the Senior Discount
Notes) held by a Holder of UPC Notes rather than being based upon each US$1,000
or (euro)1,000 (as the case may be) of Allowed UPC Notes Claims held by such
Holder. This presentation results in a difference in the number of shares of New
UPC Common Stock allotted to Holders of UPC Notes across the series of UPC Notes
(as set forth in the chart below). Despite the different number of shares of New
UPC Common Stock reflected in the allocations based on the principal amount of
the UPC Notes, each Holder of Allowed UPC Notes Claims (regardless of the series
of UPC Notes to which such Allowed UPC Notes Claims relate) shall receive
5.36382 shares of New UPC Common Stock for each US$1,000 of Allowed UPC Notes
Claims and 5.34665 shares of New UPC Common Stock for each (euro)1,000 of
Allowed UPC Notes Claims (with the difference based upon the exchange rate
between the U.S. dollar and the Euro on the Petition Date). The amount of
Allowed UPC Notes Claims for each US$1,000 or (euro)1,000 (as the case may be)
of principal amount (or principal amount at stated maturity in the case of the
Senior Discount Notes) varies across the different series of UPC Notes as a
result of the different amounts of accrued interest (in the case of the Senior
Notes) on, and accreted value (in the case of the Senior Discount Notes) of,
each series of UPC Notes as of the Petition Date. For all Class 5 Claims (i.e.,
UPC Notes Claims and the General Unsecured Claims), the estimated percentage
recovery is the
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same. With respect to the General Unsecured Claims (Class 5) and Equity
Securities Claims (Class 9), the "Estimated Amount of Claims" set forth below is
based upon the Company's best estimate of its maximum potential aggregate
liability in pending litigation and arbitration proceedings brought against it.
Although the Company has used its best estimate of its maximum potential
liability in connection with these General Unsecured Claims and Equity
Securities Claims for the preparation of the following chart, there is a
possibility that the Allowed amount of these General Unsecured Claims and Equity
Securities Claims will be substantially different than the Company's estimate of
such Claims.
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Class and Type of Estimated Amount
Claim or Interest of Claims Treatment
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Class 1--Miscellaneous Approximately Under the Plan, each Holder of an
Secured Claims US$2.6 million Allowed Miscellaneous Secured
Claim shall receive, in the sole
discretion of the Company or the
Reorganized Company, as the case may
be, in full satisfaction, settlement,
release, extinguishment and discharge
of such Allowed Claim:
(A) Cash equal to the amount of such
Allowed Miscellaneous Secured
Claim on or as soon as reasonably
practicable after the later of
(i) the Effective Date and (ii)
the date that such Miscellaneous
Secured Claim becomes Allowed;
(B) treatment such that such
Miscellaneous Secured Claim is
Reinstated; or
(C) such other treatment on such
other terms and conditions as may
be agreed upon in writing by the
Holder of such Claim and the
Company or Reorganized Company,
as the case may be, or as the
U.S. Bankruptcy Court may order.
Estimated Recovery: 100.0%
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Class 2--Classified Approximately Under the Plan, each Holder of an
Priority Claims US$3.0 million Allowed Classified Priority Claim
shall receive in full satisfaction,
settlement, release, extinguishment
and discharge of such Allowed Claim:
(A) the amount of such unpaid Allowed
Claim in Cash on or as soon as
reasonably practicable after the
later of (i) the Effective Date,
(ii) the date on which such Claim
becomes Allowed and (iii) a date
agreed to by the Company or the
Reorganized Company, as the case
may be, and the Holder of such
Claim;
(B) treatment such that such Claim
is Reinstated; or
(C) such other treatment on such
other terms and conditions as may
be agreed upon in writing by the
Holder of such Claim and the
Company or Reorganized Company,
as the case may be,
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or as the U.S. Bankruptcy Court
may order.
Estimated Recovery: 100.0%
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Class 3--Critical Approximately Under the Plan, each Holder of an
Creditor Claims US$1.0 million Allowed Critical Creditor Claim
shall receive in full satisfaction,
settlement, release, extinguishment
and discharge of such Claim:
(A) payment in full in Cash on the
later of (i) the Effective Date
and (ii) the date such Claim
becomes Allowed;
(B) treatment such that such Claim
is Reinstated; or
(C) such other treatment on such
other terms and conditions as may
be agreed upon in writing by the
Holder of such Claim and the
Company or the Reorganized
Company, as the case may be, or
as the U.S. Bankruptcy Court may
order.
Estimated Recovery: 100.0%
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Class 4--Belmarken US$937,482,330.51 Under the Plan, on the Effective
Notes Claims Date, the Holder of the Belmarken
Notes shall receive, in consideration
for the Belmarken Notes and the
obligations of all other parties
under the Belmarken Notes and the
Belmarken Loan Agreements, 23,853,179
shares of New UPC Common Stock. The
Belmarken Notes Claims shall be
deemed Allowed for all purposes,
including, but not limited to, voting
and distributions, in the aggregate
amount of US$937,482,330.51 and the
Allowed Belmarken Notes Claims shall
not be subject to defense, setoff or
counterclaim.
Estimated Recovery: 97.8%
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Class 5--UPC Notes (see below for Under the Plan, on or as soon as
Claims and General estimated amount practicable after the Effective
Unsecured Claims of UPC Notes Date, each Holder of an Allowed
Claims and Class 5 Claim shall receive in
General consideration for its Claim, a
Unsecured number of shares of New UPC Common
Claims) Stock. In the aggregate, the Holders
of all Allowed UPC Notes Claims shall
receive 25,146,821 shares of New UPC
Common Stock, and each Holder of an
Allowed UPC Notes Claim shall receive
the number of shares of New UPC
Common Stock equal to such Holder's
pro rata portion of those shares of
New UPC Common Stock. The UPC Notes
Claims shall be deemed Allowed for
all purposes, including, but not
limited to, voting and distributions
in the aggregate amount of
US$4,688,233,885.90 (which shall
exclude any amounts on account of UPC
Notes held by the
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Company as set forth on Annex C to
the Restructuring Agreement) and
the Allowed UPC Notes Claims shall
not be subject to defense, setoff
or counterclaim. Each Holder of an
Allowed Class 5 Claim that is not
a UPC Notes Claim shall receive a
number of shares of New UPC Common
Stock so that the number of shares
per amount of Allowed Claim
received by such Holder is the
same as the number of shares per
amount of Allowed Claim that the
Holders of Allowed UPC Notes
Claims receive. The number of
shares of New UPC Common Stock to
be distributed on account of
Allowed Class 5 Claims that are
not UPC Notes Claims shall be in
addition to the 25,146,821 shares
of New UPC Common Stock to be
distributed on account of the
Allowed UPC Notes Claims. The
receipt of such shares of New UPC
Common Stock by the Holders of the
Class 5 Claims shall constitute a
full satisfaction, settlement,
release and discharge of such
Class 5 Claims.
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10 7/8% Senior Notes US$190,714,890.25 A Holder of 10 7/8% Senior Notes due
due 2007 2007 will receive 6.02063 shares
(United States Dollar) of New UPC Common Stock per
US$1,000 of principal amount of
10 7/8% Senior Notes due 2007 held by
such Holder.
Estimated Recovery: 20.6%
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10 7/8% Senior Notes US$877,954,231.76 A Holder of 10 7/8% Senior Notes due
due 2009 2009 will receive 6.18275 shares
(United States Dollar) of New UPC Common Stock per
US$1,000 of principal amount of
10 7/8% Senior Notes due 2009 held by
such Holder.
Estimated Recovery: 20.6%
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12 1/2% Senior US$600,919,401.12 A Holder of 12 1/2% Senior
Discount Notes Discount Notes due 2009 will
due 2009 receive 4.38533 shares of New UPC
(United States Dollar) Common Stock per US$1,000 of
principal amount (at stated
maturity) of 12 1/2% Senior
Discount Notes due 2009 held by
such Holder.
Estimated Recovery: 20.6%
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11 1/4% Senior Notes US$269,862,290.19 A Holder of 11 1/4% Senior Notes due
due 2009 2009 will receive 6.04406 shares
(United States Dollar) of New UPC Common Stock per
US$1,000 of principal amount of 11
1/4% Senior Notes due 2009 held by
such Holder.
Estimated Recovery: 20.6%
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13 3/8% Senior US$371,663,598.93 A Holder of 13 3/8% Senior Discount
Discount Notes Notes due 2009 will receive 4.18810
due 2009 shares of New UPC Common Stock per
(United States Dollar) US$1,000 of principal amount (at
stated maturity) of 13 3/8% Senior
Discount Notes due 2009 held by such
Holder.
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Estimated Recovery: 20.6%
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11 1/4% Senior Notes US$658,378,082.21 A Holder of 11 1/4% Senior Notes due
due 2010 2010 will receive 6.21236 shares
(United States Dollar) of New UPC Common Stock per
US$1,000 of principal amount of 11
1/4% Senior Notes due 2010 held by
such Holder.
Estimated Recovery: 20.6%
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11 1/2% Senior Notes US$266,648,907.71 A Holder of 11 1/2% Senior Notes due
due 2010 2010 will receive 6.23216 shares
(United States Dollar) of New UPC Common Stock per
US$1,000 of principal amount of 11
1/2% Senior Notes due 2010 held by
such Holder.
Estimated Recovery: 20.6%
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13 3/4% Senior US$737,994,370.22 A Holder of 13 3/4% Senior
Discount Notes Discount Notes due 2010 will
due 2010 receive 4.02406 shares of New UPC
(United States Dollar) Common Stock per US$1,000 of
principal amount (at stated
maturity) of 13 3/4% Senior
Discount Notes due 2010 held by
such Holder.
Estimated Recovery: 20.6%
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10 7/8% Senior Notes US$77,387,159.85 A Holder of 10 7/8% Senior Notes due
due 2007 2007 will receive 6.00137 shares
(Euro) of New UPC Common Stock per
(euro)1,000 of principal amount of
10-7/8% Senior Notes due 2007 held by
such Holder.
Estimated Recovery: 20.6%
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10 7/8% Senior Notes US$244,800,169.38 A Holder of 10 7/8% Senior Notes due
due 2009 2009 will receive 6.16297 shares
(Euro) of New UPC Common Stock per
(euro)1,000 of principal amount of
10 7/8% SeniorNotes due 2009 held by
such Holder.
Estimated Recovery: 20.6%
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11 1/4% Senior Notes US$78,767,689.67 A Holder of 11 1/4% Senior Notes due
due 2009 2009 will receive 6.02472 shares
(Euro) of New UPC Common Stock per
(euro)1,000 of principal amount of
11 1/4% Senior Notes due 2009 held by
such Holder.
Estimated Recovery: 20.6%
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13-3/8% Senior US$143,986,850.74 A Holder of 13-3/8% Senior Discount
Discount Notes Notes due 2009 will receive
due 2009(Euro) 4.17470 shares of New UPC Common
Stock per (euro)1,000 of principal
amount (at stated maturity) of
13-3/8% Senior Discount Notes due
2009 held by such Holder.
Estimated Recovery: 20.6%
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11-1/4% Senior Notes US$169,156,243.86 A Holder of 11-1/4% Senior Notes due
due 2010 2010 will receive 6.19248 shares
(Euro) of New UPC Common Stock per
(euro)1,000 of principal amount of
11-1/4%
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Senior Notes due 2010 held by such
Holder.
Estimated Recovery: 20.6%
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General Unsecured Approximately A Holder of an Allowed General
Creditors US$256.3 million Unsecured Claim will receive
5.34665 shares of New UPC Common
Stock per (euro)1,000 of claim value
held by such Holder or 5.36382 shares
of New UPC Common Stock per US$1,000
of claim value held by such Holder.
Estimated Recovery: 20.6%
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Class 6--UPC 12,400 UPC Under the Plan, on or as soon as
Preference Shares A Preference practicable after the Effective
Shares A Date, and after the sale by New
UPC of the Belmarken Notes to the
Company, each Holder of
outstanding Allowed UPC Preference
Shares A shall receive from New
UPC a number of shares of New UPC
Common Stock equal to such
Holder's pro rata portion of
200,000 shares of New UPC Common
Stock. A Holder of Allowed UPC
Preference Shares A will receive
16.12903 shares of New UPC Common
Stock per Allowed UPC Preference
Share A held by such Holder. The
receipt of the Preference Shares
Consideration by the Holders of
the UPC Preference Shares A shall
constitute a full satisfaction,
settlement, release and discharge
of the Claims and Equity Interests
of each Holder of UPC Preference
Shares A in respect of such UPC
Preference Shares A.
Estimated Recovery: 0.5%
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Class 7--UPC Priority 300 UPC Priority Under the Plan, on or as soon as
Shares Shares practicable after the Effective
Date, and after the sale by New UPC
of the Belmarken Notes to the
Company, the Holder of the Allowed
UPC Priority Shares shall receive
from New UPC a number of shares of
New UPC Common Stock equal to such
Holder's pro rata portion of 800,000
shares of New UPC Common Stock in a
per share amount equal to the
Ordinary Shares Consideration. A
Holder of Allowed UPC Priority Shares
will receive 0.00180 shares of New
UPC Common Stock per Allowed UPC
Priority Share held by such Holder.
The receipt of the Priority Shares
Consideration by the Holder of the
UPC Priority Shares shall constitute
a full satisfaction, settlement,
release and discharge of the Claims
and Equity Interests of the Holder of
the UPC Priority Shares in respect of
the UPC Priority Shares.
Estimated Recovery: Inestimable
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Class 8--UPC 443,417,525 UPC Under the Plan, on or as soon as
Ordinary practicable after the
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Shares A (including Ordinary Effective Date, and after the sale
UPC Ordinary Shares A by New UPC of the Belmarken Notes
Shares A represented to the Company, each Holder of
by UPC ADSs) Allowed UPC Ordinary Shares A
shall receive from New UPC a
number of shares of New UPC Common
Stock equal to such Holder's pro
rata portion of the Ordinary Share
Distribution Amount. A Holder of
Allowed UPC Ordinary Shares A will
receive 0.00180 shares of New UPC
Common Stock per Allowed UPC
Ordinary Share A held by such
Holder. The receipt of the
Ordinary Shares Consideration by
the Holders of the UPC Ordinary
Shares A shall constitute a full
satisfaction, settlement, release
and discharge of the Claims and
Equity Interests of each Holder of
UPC Ordinary Shares A; provided,
however, that, notwithstanding
anything to contrary contained
herein, any UPC Ordinary Shares A
acquired by New UPC through the
Plan shall remain outstanding and
shall not be deemed to be
satisfied, settled, released or
discharged.
Estimated Recovery: Inestimable
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Class 9--Equity Approximately Under the Plan, subject to the
Securities Claims US$10.0 million Allowance of the Equity Securities
Claims, each Holder of an Allowed
Equity Securities Claim shall
receive, in full satisfaction,
settlement, release, extinguishment
and discharge of its Claim, a number
of shares of New UPC Common Stock
equal to such Holder's pro rata
portion of the Ordinary Share
Distribution Amount as if such Holder
had (a) purchased, on the date its
Equity Securities Claim first arose,
UPC Ordinary Shares A with a value
equal to the amount of such Holder's
Allowed Equity Securities Claim and
(b) retained such shares as of the
Effective Date. A Holder of Allowed
Equity Securities Claims will receive
0.16473 shares of New UPC Common
Stock per US$1,000 of Allowed Equity
Securities Claims held by such
Holder.
Estimated Recovery: 0.6%
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Class 10--Old Other Options to Under the Plan, all Holders of Old
Equity Interests purchase Other Equity Interests shall not
approximately be entitled to, and shall not,
26,484,842 UPC receive or retain any property
Ordinary under the Plan on account of such
Shares A Old Other Equity Interests, and, to
the extent permitted under applicable
law, such Old Other Equity Interests
shall be cancelled on the Effective
Date
Estimated Recovery: 0.0% .
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To the extent that this summary may vary from the terms of the Plan, the
terms of the Plan will control. See "Chapter 11 Case and the Plan of
Reorganization--The Plan" of the
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Disclosure Statement for more detailed descriptions of the classification and
treatment of Claims, Equity Interests or Old Other Equity Interests under the
Plan as well as for a description of the other terms of the Plan.
(4) Shares Issued and Outstanding
As of December 3, 2002, the authorized capital stock of the Company amounts
to 1,653,000,000 shares of capital stock, including
(i) 1,000,000,000 UPC Ordinary Shares A with a par value of (euro)1.00
each;
(ii) 300,000,000 UPC Ordinary Shares B with a par value of (euro)0.01 each;
(iii) 300 UPC Priority Shares with a par value of (euro)1.00 each;
(iv) 49,999,700 UPC Preference Shares A with a par value of (euro)1.00
each; and
(v) 600,000,000 UPC Preference Shares B with a par value of (euro)1.00
each.
As of December 3, 2002, the Company had outstanding
(i) 443,417,525 UPC Ordinary Shares A;
(ii) no UPC Ordinary Shares B;
(iii) 300 UPC Priority Shares;
(iv) 12,400 UPC Preference Shares A; and
(v) no UPC Preference Shares B.
After effectiveness of the First, Second and Third Amendments and after
completion of the Restructuring, the authorized capital stock of the Company
will consist of
(i) 450,000,000 UPC Ordinary Shares A, par value (euro)0.02 per share;
(ii) 50,000,000,000 UPC Ordinary Shares C, par value (euro)0.02 per share;
and
(iii) 300 UPC Priority Shares, par value (euro)0.02 per share.
As of December 3, 2002, the authorized share capital of New UPC consists of
1,000 shares of New UPC Common Stock, par value US$0.01 per share, of which
1,000 shares are issued and outstanding and are held by UGC. All outstanding
shares of New UPC Common Stock are, and the New UPC Common Stock to be
outstanding upon completion of the Restructuring will be, fully paid and
nonassessable.
On the Effective Date, New UPC's authorized capital stock shall consist of
(i) 250,000,000 shares of New UPC Common Stock; and
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(ii) 50,000,000 shares of preferred stock, all US$0.01 par value per share.
(5) Financial Information
Information regarding the assets and liabilities of the Company is hereby
incorporated by reference to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2002 filed with the United States Securities and
Exchange Commission (the "SEC") on November 14, 2002, the Company's Monthly
Operating Statement for the period from December 3, 2002 to December 31, 2002
attached as Exhibit 99.1 to the Company's Current Report on Form 8-K filed with
the SEC on January 28, 2003 and the Company's Monthly Operating Statement for
the period from January 1, 2003 to January 31, 2003 attached as Exhibit 99.1 to
the Company's Current Report on Form 8-K filed with the SEC on February 20,
2003.
Item 5. Other Events.
The Company has announced the confirmation of the Plan, as modified, by the
U.S. Bankruptcy Court in a press release dated February 21, 2003 (the "Press
Release"), a copy of which is attached hereto as Exhibit 99.4 and is
incorporated herein by reference.
This Current Report on Form 8-K (this "Report"), the Plan, the Disclosure
Statement 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 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.
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 continue as a going concern; the ability of the Company and its
subsidiaries to operate pursuant to the terms of their existing credit
facilities and arrangements; the ability to fund, develop and execute the
Company's business plan; the ability of the Company to restructure its
outstanding indebtedness on a satisfactory and timely basis; the ability of the
Company to consummate the Plan under the U.S. Bankruptcy Code and the Akkoord
under the Dutch Bankruptcy Code; the ramifications of any restructuring; risks
associated with not completing the restructuring consistent with the Company's
timetable; risks associated with third parties seeking and obtaining approval of
the U.S. Bankruptcy Court or the Dutch Court to take actions inconsistent with,
or detrimental to, the consummation of the Plan and the Akkoord; potential
adverse developments with respect to the Company's liquidity or
-11-
results of operations; competitive pressures from other companies in the same or
similar lines of business as the Company; trends in the economy as a whole which
may affect subscriber confidence and demand for the goods and services supplied
by the Company; the ability of the Company to predict consumer demand as a
whole, as well as demand for specific goods and services; the acceptance and
continued use by subscribers and potential subscribers of the Company's
services; changes in technology and competition; the Company's ability to
achieve expected operational efficiencies and economies of scale and its ability
to generate expected revenue and achieve assumed margins; the ability of the
Company to attract, retain and compensate key executives and other personnel;
the ability of the Company to maintain existing arrangements and/or enter into
new arrangements with third-party providers and contract partners; potential
adverse publicity, 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, the Plan, the Disclosure Statement and the Press Release.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number Description
99.1 Order of the United States Bankruptcy Court for
the Southern District of New York dated February
20, 2003 confirming the second amended plan of
reorganization dated January 7, 2003 jointly
proposed by United Pan-Europe Communications N.V
and New UPC, Inc., as modified.
99.2 Second amended plan of reorganization dated
January 7, 2003, jointly proposed by United
Pan-Europe Communications N.V and New UPC, Inc.,
as modified.
99.3 Second amended disclosure statement dated
January 7, 2003 jointly proposed by United
Pan-Europe Communications N.V and New UPC, Inc.*
99.4 Press release of United Pan-Europe
Communications N.V. dated February 21, 2003
announcing the confirmation of its second
amended plan of reorganization.
------------------
* Incorporated by reference to the Company's Current Report on Form 8-K filed
with the SEC on January 9, 2003 (as amended by the Current Report on Form 8-K
filed with the SEC on January 15, 2003).
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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.
UNITED PAN-EUROPE COMMUNICATIONS N.V.
By: /s/ Anton A.M. Tuijten
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Name: Anton A.M. Tuijten
Title: Member of the Board of Management
and General Counsel
Dated: February 21, 2003
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EXHIBIT INDEX
Exhibit No. Description
99.1 Order of the United States Bankruptcy Court for the Southern
District of New York dated February 20, 2003 confirming the
second amended plan of reorganization dated January 7, 2003
jointly proposed by United Pan-Europe Communications N.V and
New UPC, Inc., as modified.
99.2 Second amended plan of reorganization dated January 7, 2003
jointly proposed by United Pan-Europe Communications N.V and
New UPC, Inc., as modified.
99.3 Second amended disclosure statement dated January 7, 2003
jointly proposed by United Pan-Europe Communications N.V and
New UPC, Inc.*
99.4 Press release of United Pan-Europe Communications N.V. dated
February 21, 2003 announcing the confirmation of its second
amended plan of reorganization.
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* Incorporated by reference to the Company's Current Report on Form 8-K filed
with the SEC on January 9, 2003 (as amended by the Current Report on Form 8-K
filed with the SEC on January 15, 2003).
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