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
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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
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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
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