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): March 4, 2002
United Pan-Europe
Communications N.V.
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(Exact name of registrant as specified in its charter)
The Netherlands
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(State or Other Jurisdiction of Incorporation)
000-25365
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(Commission File Number)
98-0191997
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(I.R.S. Employer Identification Number)
Boeing Avenue 53
1119 PE, Schiphol Rijk
The Netherlands
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(Address and zip code of principal executive
offices)
(31) 20-778-9840
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(Registrant's telephone number, including area
code)
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Item 5. Other Events
On March 4, 2002, United Pan-Europe Communications N.V. (the
"Company") issued a press release announcing that the Company had received a
waiver from the bank lenders under a senior secured credit facility among UPC
Distribution Holding B.V., a wholly-owned subsidiary of the Company, as
Borrower, TD Bank Europe Limited and Toronto Dominion (Texas), Inc., as Facility
Agents, and a group of banks and financial institutions, of the cross defaults
under such credit facility that exist or may exist as a result of the failure of
the Company to make the interest payment due on February 1, 2002 on its
outstanding 10 7/8% Senior Notes due 2009, 11 1/4% Senior Notes due 2010 and 11
1/2% Senior Notes due 2010 and any future failure of the Company to make the
interest payment due on May 1, 2002 on its outstanding 10 7/8% Senior Notes due
2007 and 11 1/4% Senior Notes due 2009 within the applicable cure period (the
"Interest Payment Defaults"). This waiver will remain effective until the
earlier of (i) June 3, 2002 or (ii) the occurrence of any other Event of Default
under the credit facility that is not covered by the waiver. Pursuant to the
terms of the waiver, on March 1, 2002 Belmarken Holding B.V. ("Belmarken")
contributed EUR 100 million in cash to UPC Distribution Holding B.V. The waiver
is subject to a number of conditions as set forth in the waiver attached as
Exhibit 99.2 hereto. The waiver further provides that UPC is permitted to draw
advances (up to a maximum of EUR 100 million) under the credit facility during
the waiver period, subject to certain additional conditions all as set forth in
the waiver. The full text of the March 4, 2002 press release is attached as
Exhibit 99.1 hereto. The waiver entered into with, inter alia, TD Bank Europe
Limited is attached as Exhibit 99.2 hereto.
The Company also announced that it had received a waiver from the bank
lenders under a revolving loan facility among EWT Elektro & Nachrichtentechnik
GmbH, majority-owned by the Company ("EWT"), as Borrower, a group of entities as
Guarantors, The Royal Bank of Scotland plc as Facility Agent and Security Agent
and a group of financial institutions of the cross defaults under such loan
facility that exist or may exist as a result of the Interest Payment Defaults.
This waiver will remain effective until the earlier of (i) June 3, 2002 or (ii)
the occurrence of any other Event of Default under the loan facility that is not
covered by the waiver. The waiver is subject to a number of conditions as set
forth in the waiver attached as Exhibit 99.3 hereto. The waiver provides that
EWT is permitted to continue to draw advances under the loan facility, subject
to certain conditions. The waiver entered into with, inter alia, the Bank of
Scotland is attached as Exhibit 99.3 hereto.
A further agreement waives any defaults or events of default under the
loan facility among Belmarken and the Company, as Obligors, UPC Internet Holding
B.V., as Guarantor, and UnitedGlobalCom, Inc. ("UGC"), as Lender, dated as of
May 25, 2001 (the "Loan Agreement"), that arise as a consequence of the Interest
Payment Defaults. This waiver will remain effective until the earlier of (i)
June 3, 2002, (ii) the acceleration of any Advances under the UPC Holding
Distribution B.V. senior secured credit facility, (iii) the acceleration of any
of the aforementioned Senior Notes pursuant to the terms of the applicable
Senior Note Indenture, (iv) the conversion of the notes under the loan facility
into ordinary shares of the Company in accordance with the terms of the
Memorandum of Understanding dated as of February 1, 2002, among the Company, UGC
and UGC Holdings, Inc. and (v) five business days after UGC has given notice to
the Company that in UGC's judgment, restructuring negotiations with holders of
the Senior Notes are not progressing
satisfactorily. The waiver entered into with respect to Belmarken is
attached as Exhibit 99.4 hereto.
The Company announced in an earlier press release on February 1, 2002
(filed with the Securities and Exchange Commission on February 1, 2002) that it
was seeking the waivers as part of the Company's plan to recapitalize its
balance sheet.
Item 7. Exhibits
Exhibit Description
99.1 Press Release dated March 4, 2002.
99.2 Waiver, dated March 1, 2002, between, inter
alia, TD Bank Europe Limited and UPC
Distribution Holding B.V., Cable Network
Austria Holding B.V, Stipdon Investments
B.V., UPC Distribution Holding B.V., UPC
Financing Partnership, UPC France Holding
B.V., UPC Holding B.V., UPC Holding II B.V.,
UPC Nederland N.V. and UPC Scandinavia
Holding B.V.
99.3 Waiver, dated March 1, 2002, between Royal
Bank of Scotland plc and EWT Elektro &
Nachrichtentechnik GmbH, EWT Communications
GmbH, Kabeldienst
Kabelanschluss-Verwaltungsgesellschaft mbH,
TSS Telekabel Service Sud Marketing und
Verwaltung GmbH, EWT GmbH and TSS GmbH GbR,
RFC Radio-, Fernseh- u. Computertechnik GmbH,
AdiC - Antennendienst Calau GmbH and CTC GmbH
Breitbandtechnik.
99.4 Waiver, dated as of March 1, 2002, between
Belmarken Holding B.V., the Company, UPC
Internet Holding B.V. and UnitedGlobalCom,
Inc.
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 M. TUIJTEN
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Name: Anton M. Tuijten
Title: Senior Vice President &
General Counsel
Dated: March 4, 2002