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 14, 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 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number Description
99.1 Investor presentation, dated August 14, 2003,
relating to the results of United Pan-Europe
Communications N.V. for the second quarter ended
June 30, 2003.
Item 12. Results of Operations and Financial Condition
On August 14, 2003, United Pan-Europe Communications N.V. (the "Company")
held a conference call on which it discussed its operating and financial results
for the second quarter ended June 30, 2003. As announced in a prior
notification, the Company posted on its website an investor presentation (the
"Investor Presentation"). A copy of the Investor Presentation setting forth
information regarding its operating and financial results for the second quarter
ended June 30, 2003, is attached hereto as Exhibit 99.1 and is incorporated in
its entirety herein by reference.
The Investor Presentation contains information on the Company's free cash
flow and reportable segments' Adjusted EBITDA, both of which are financial
measures considered not prepared in accordance with generally accepted
accounting principles ("GAAP"). Free cash flow is a measure that the Company's
chief operating decision makers use to monitor the business. Adjusted EBITDA is
the primary measure used by the Company's chief operating decision makers to
evaluate segment-operating performance and to decide how to allocate resources
to segments. For a full discussion on management's reasons for using these
non-GAAP financial measures and for a complete reconciliation to comparable GAAP
financial measures, please see the Current Report on Form 8-K filed by the
Company with the Securities and Exchange Commission on August 14, 2003. This
information can also be obtained from the Company's website at
http://www.upccorp.com
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Cautionary Statement Regarding Forward-Looking Statements
The Investor Presentation contains 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. These
risks and uncertainties could cause actual events and 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 its plan of reorganization (the "Plan") under the United
States Bankruptcy Code and its plan of compulsory composition (Akkoord) (the
"Akkoord") under the Dutch Bankruptcy Code (Faillissementswet); 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 United States Bankruptcy
Court for the Southern District of New York or the Amsterdam Court (Rechtbank)
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 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
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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 United
States Securities and Exchange Commission. Given these uncertainties, readers
are cautioned not to place undue reliance on the forward-looking statements
contained in the Investor Presentation.
The above information can also be obtained from the Company's website at
http://www.upccorp.com.
Limitation on Incorporation by Reference
In accordance with General Instruction B.6 of Form 8-K, the information in
this Item 12 shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, nor shall such information be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, except
as shall be expressly set forth by specific reference in such a filing.
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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
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Name: Anton M. Tuijten
Title: Member of the Board of Management and General
Counsel
Dated: August 19, 2003
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EXHIBIT INDEX
Exhibit Number Description
99.1 Investor Presentation, dated August 14, 2003, relating to the
results of United Pan-Europe Communications N.V. for the
second quarter ended June 30, 2003.