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): September 3, 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 September 3, 2003, United Pan-Europe Communications N.V. (the
"Company") issued a press release announcing the successful completion of
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 satisfied all
the conditions to the effectiveness of the Second Amended Chapter 11 Plan of
Reorganization, as modified (the "Plan"), as jointly proposed by the Company and
UGC Europe, Inc. (f/k/a New UPC, Inc.) ("UGC Europe").
UGC Europe is a newly formed U.S. holding company incorporated in
Delaware and it will be successor issuer to the Company. The ordinary shares of
the Company are currently deemed registered under Section 12(g) of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act"). The shares of
common stock of UGC Europe, issued in connection with the consummation of the
Plan, will be deemed registered pursuant to Section 12 of the Exchange Act under
Rule 12g-3(a).
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 following: the ability of the Company to delist as scheduled;
actions taken by regulatory organizations; 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.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
99.1 Press release of United Pan-Europe Communications N.V.
dated September 3, 2003, announcing the successful
completion of balance sheet restructuring
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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
Dated: September 3, 2003
EXHIBIT INDEX
Exhibit No. Description
99.1 Press release of United Pan-Europe Communications
N.V. dated September 3, 2003, announcing the
successful completion of balance sheet restructuring
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