UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~WASHINGTON, DC 20549~~

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date ~~PURSUANT~~of TOreport ~~SECTION~~(Date 13of ORearliest ~~15(d~~event reported): November 14, ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~ 2003

~~Date~~UPC ~~of report (Date of earliest event reported): October 30~~POLSKA, ~~2003~~INC.

~~UPC POLSKA, INC.~~ (Debtor-In-Possession) ~~(Exact Name of Registrant as Specified in its Charter)~~

Delaware (State or Other Jurisdiction of Incorporation)		000-22877 (Commission File Number)		06-1487156 (IRS Employer Identification No.)
4643 Ulster Street, Suite 1300, Denver, Colorado 80237 (303)770-4001 (Address, including Zip Code and Telephone Number, including Area Code, of Principal Executive Offices)

(Exact Name of Registrant as Specified in its Charter)

Item 3. Bankruptcy and Receivership

Delaware	000–22877	06–1487156
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4643 Ulster Street, Suite 1300, Denver, Colorado 80237 (303) 770–4001
(Address, including Zip Code and Telephone Number, including Area Code, of Principal Executive Offices)

OnItem ~~October 30, 2003, the United States Bankruptcy Court for the Southern District of New York (the "U~~7.S. ~~Bankruptcy~~Financial ~~Court") entered an order approving UPC Polska~~Statements, ~~Inc.'s~~ ~~("UPC~~Pro ~~Polska"~~Forma orFinancial ~~the~~Information ~~"Company") First Amended Disclosure Statement with respect to the First Amended Chapter 11 Plan of Reorganization Jointly Proposed by UPC Polska, Inc.~~ and UPC Polska Finance, Inc. (the "Disclosure Statement") in connection with the Company's pending case filed on July 7, 2003 under Chapter 11 of the United States Bankruptcy Code (Case No. 03-14358) and authorizing the Company to begin soliciting votes for its proposed Chapter 11 plan of reorganization from creditors with impaired claims which would receive distributions under such plan. Exhibits

Holders of record of allowed claims against the Company as of October 31, 2003 will be entitled to vote their claims with respect to the Company's Chapter 11 plan of reorganization. The Company expects to mail the approved disclosure statement and related ballots on or before November 5, 2003. Final ballots for voting on the Chapter 11 plan of reorganization are due by 5:00 p.m. (~~New York City time~~a) Not ~~on November 24, 2003~~applicable. ~~The confirmation hearing on the Chapter 11 plan of reorganization is scheduled for December 3, 2003.~~

~~Item~~(b) Not 7applicable. ~~Financial Statements, Pro Forma Financial Information and Exhibits~~

Exhibit Number		Description
99.1		First amended disclosure statement jointly proposed by the Company and UPC Polska Finance, Inc., dated October 27, 2003, with annexes, including Annex A (first amended plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code).

Exhibit Number		Description

99.1		Monthly Unaudited Parent Only Operating Report for UPC Polska, Inc. (the “Company”) for the period October 1, 2003 to October 31, 2003.

Item 9. ~~SIGNATURES~~ Regulation FD Disclosure

~~Pursuant~~On toNovember 14, 2003, the Company ~~requirements~~filed ofwith the ~~Securities~~United ~~Exchange~~States ~~Act~~Bankruptcy Court for the Southern District of ~~1934,~~New York (the ~~registrant~~“U.S. ~~has~~Bankruptcy ~~duly~~Court”) ~~caused~~its ~~this~~monthly unaudited parent only operating report tofor bethe ~~signed~~period onfrom ~~its~~October 1, ~~behalf~~2003 byto October 31, 2003 (the ~~undersigned hereunto~~“Monthly ~~duly~~Operating ~~authorized.~~Report”), a copy of which is attached hereto as Exhibit 99.1.

~~Date: November 3,~~Limitation ~~2003~~on Incorporation by Reference

~~UPC~~In ~~POLSKA~~accordance with General Instruction B.2 of Form 8-K, ~~INC~~the information in this Item 9 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. ~~By:~~The ~~/s/~~information ~~SIMON~~set ~~BOYD~~forth ~~Name:~~in ~~Simon~~this ~~Boyd~~Item ~~Title:~~9 will ~~Chief~~not ~~Executive~~be ~~Officer~~deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

3Cautionary Statement Regarding Financial and Operating Data

The Monthly Operating Report contains unaudited parent only financial statements and other financial ~~Exhibit~~information ~~Index~~ that were not prepared with a view to compliance with published guidelines of the Securities and Exchange Commission (the “SEC”) or the guidelines established by the American Institute of Certified Public Accountants. The Company’s independent auditors have not examined, compiled or performed any procedures with respect to the financial information presented in the Monthly Operating Report, nor have they expressed any opinion or any other form of assurance of such information or its achievability, and accordingly assume no responsibility for them. Operating results for the period from October 1, 2003 to October 31, 2003 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2003.

Exhibit Number		Description
99.1		First amended disclosure statement jointly proposed by the Company and UPC Polska Finance, Inc., dated October 27, 2003, with annexes, including Annex A (first amended plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code).

The preparation of financial statements for inclusion in the Monthly Operating Report in conformity with United States generally accepted accounting principles requires

~~QuickLinks~~management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K (this “Report”) and the Monthly Operating Report 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 like “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 restructure its outstanding indebtedness on a satisfactory and timely basis; the ability of the Company and UPC Polska Finance, Inc. (“Polska Finance”) to confirm and consummate the Plan of Reorganization that they filed on July 8, 2003 (the “Plan”) in connection with the Company’s petition for relief under Chapter 11 of the United States Bankruptcy Code (“Bankruptcy Code”); the ramifications of the restructuring; risks associated with not completing the restructuring consistent with the Company’s and Polska Finance’s timetable; risks associated with third parties taking actions inconsistent with, or detrimental to, the consummation of the Plan; the ability to fund, develop and execute the business plan of the Company and its subsidiaries (the “UPC Polska Group”); potential adverse developments with respect to the UPC Polska Group’s liquidity or results of operations; competitive pressures from other companies in the same or similar lines of business as the UPC Polska Group; economic conditions in Poland generally, as well as in the pay television business in Poland, including decreasing levels of disposable income per household and increasing rates of unemployment; risks associated with an amendment to copyright law in Poland which took effect on January 1, 2003; ongoing process of copyright law development in Poland; risks relating to future relations with the Polish National Telephone Company; risks related to lost revenues resulting from piracy; changes in laws and regulations affecting the UPC Polska Group, including those related to taxation; business changes, including pay television programming changes; foreign exchange rate fluctuations; future financial performance of the UPC Polska Group, including availability, terms and deployment of capital; the UPC Polska Group’s ability to comply with

government regulations; the overall market acceptance of the UPC Polska Group’s products and services, including acceptance of the pricing of those products and services; the failure of Telewizyjna Korporacja Partycypacyjna S.A. (“TKP”) to satisfy contractual obligations owed to or on behalf of the UPC Polska Group arising out of the Company’s transaction with Canal+ S.A. and the UPC Polska Group’s limited ability to liquidate its investment in TKP; potential adverse publicity regarding the Company’s restructuring and its petition for relief under Chapter 11 of the Bankruptcy Code; and the estimates and assumptions that the Company’s management was required to make in the preparation of parent only financial statements for inclusion in the Monthly Operating Report, 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 and the Monthly Operating Report.

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.

Date: November 14, 2003

	UPC POLSKA, INC.


	By:	/s/ JOANNA NIECKARZ
	Name: Joanna Nieckarz
	Title: Chief Financial Officer

Exhibit Index

Exhibit Number		Description

99.1		Monthly Unaudited Parent Only Operating Report for the Company for the period October 1, 2003 to October 31, 2003.

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