-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KwoJU6dUlLgPaitldrjLg9TdXdSzhukYLUkdsrKinAfQPaLqtRQ3U4t0AL2E0ptI 2rKpPGy7kVxpWvJlZChc7w== 0000947871-02-001761.txt : 20020830 0000947871-02-001761.hdr.sgml : 20020830 20020830150544 ACCESSION NUMBER: 0000947871-02-001761 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020830 GROUP MEMBERS: ARNHOLD AND S. BLEICHROEDER HOLDINGS, INC. GROUP MEMBERS: DEF ASSOCIATES N.V. GROUP MEMBERS: MICHAEL KELLEN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITEDGLOBALCOM INC CENTRAL INDEX KEY: 0001134061 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 841602895 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-77983 FILM NUMBER: 02754191 BUSINESS ADDRESS: STREET 1: 4643 SOUTH ULSTER STREET SUITE 1300 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 3037704001 FORMER COMPANY: FORMER CONFORMED NAME: NEW UNITEDGLOBALCOM INC DATE OF NAME CHANGE: 20010208 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARNHOLD & S BLEICHROEDER ADVISERS INC CENTRAL INDEX KEY: 0001173654 IRS NUMBER: 134959915 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1345 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105-4300 BUSINESS PHONE: 2126983245 MAIL ADDRESS: STREET 1: 1345 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105-4300 SC 13G 1 sc13g_082902.txt SCHEDULE 13G DATED JULY 1, 2002 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Unitedglobalcom, Inc. (Name of Issuer) Common Stock, Series A (Title of Class of Securities) 913247508 (CUSIP Number) July 1, 2002 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 913247508 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Michael Kellen 2. Check the Appropriate Box if a Member Of a Group (See Instructions) [ ] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization State of New York 5. Sole Voting Power 0 Number of Shares 6. Shared Voting Power 6,401,300 Beneficially Owned by 7. Sole Dispositive Power 0 Each Reporting Person With 8. Shared Dispositive Power 6,401,300 9. Aggregate Amount Beneficially Owned by Each Reporting Person 6,401,300 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) Not applicable 11. Percent of Class Represented by Amount in Row (9) 6.22% 12. Type of Reporting Person (See Instructions) IN CUSIP No. 913247508 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). DEF Associates N.V. 2. Check the Appropriate Box if a Member of a Group (See Instructions) [ ] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization State of New York 5. Sole Voting Power 0 Number of Shares 6. Shared Voting Power 4,612,600 Beneficially Owned by 7. Sole Dispositive Power 0 Each Reporting Person With 8. Shared Dispositive Power 4,612,600 9. Aggregate Amount Beneficially Owned by Each Reporting Person 4,612,600 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [x] 11. Percent of Class Represented by Amount in Row (9) 4.48% 12. Type of Reporting Person (See Instructions) CO CUSIP No. 913247508 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Arnhold and S. Bleichroeder Advisers, Inc. 2. Check the Appropriate Box if a Member of a Group (See Instructions) [ ] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization State of New York 5. Sole Voting Power 0 Number of Shares 6. Shared Voting Power 4,612,600 Beneficially Owned by 7. Sole Dispositive Power 0 Each Reporting Person With 8. Shared Dispositive Power 4,612,600 9. Aggregate Amount Beneficially Owned by Each Reporting Person 4,612,600 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [x] 11. Percent of Class Represented by Amount in Row (9) 4.48% 12. Type of Reporting Person (See Instructions) IA CUSIP No. 913247508 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Arnhold and S. Bleichroeder Holdings, Inc. 2. Check the Appropriate Box if a Member of a Group (See Instructions) [ ] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization State of New York 5. Sole Voting Power 0 Number of Shares 6. Shared Voting Power 4,612,600 Beneficially Owned by 7. Sole Dispositive Power 0 Each Reporting Person With 8. Shared Dispositive Power 4,612,600 9. Aggregate Amount Beneficially Owned by Each Reporting Person 4,612,600 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [x] 11. Percent of Class Represented by Amount in Row (9) 4.48% 12. Type of Reporting Person (See Instructions) HC Item 1. (a) Issuer: Unitedglobalcom, Inc. (b) Address: 4643 South Ulster Street Suite 1300 Denver, CO 80237 Item 2. (a) Name of Person Filing: Arnhold and S. Bleichroeder Holdings, Inc. Arnhold and S. Bleichroeder Advisers, Inc. DEF Associates, N.V. Michael Kellen (b) Address of Principal Business Offices: 1345 Avenue of the Americas New York, New York 10105 (c) Citizenship: Please refer to Item 4 on each cover sheet for each filing person (d) Title of Class of Securities Common stock (e) CUSIP Number: 913247508 Item 3. Arnhold & S. Bleichroeder Advisers, Inc. is an (e) investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E). Arnhold & S. Bleichroeder Holdings, Inc. is a (g) parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G). Item 4. Ownership Please see Items 5 - 9 and 11 for each cover sheet for ownership of each reporting person as of the close of business on August 29, 2002.* Item 5. Ownership of Five Percent or Less of a Class: Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company See Exhibit 2.1 attached. Item 8. Identification and Classification of Members of the Group Not Applicable Item 9. Notice of Dissolution of Group Not Applicable __________________________________ * Each of DEF Associates N.V., Arnhold and S. Bleichroeder Holdings, Inc. and Arnhold and S. Bleichroeder Advisers, Inc. disclaims beneficial ownership of all shares in the Issuer with the exception of 4,612,600 shares it beneficially owns. The calculation of the percentage of shares in the Issuer reported beneficially owned by each Reporting Person in this Schedule is based on the number of such shares disclosed by the Issuer in its Quarterly Report on Form 10-Q for the period ended June 30, 2002. Item 10. Certifications By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: August 30, 2002 Arnhold and S. Bleichroeder Holdings, Inc. /s/ John P. Arnhold - ----------------------------------- Name: John P. Arnhold Title: Co-President Arnhold and S. Bleichroeder Advisers, Inc. /s/ John P. Arnhold - ----------------------------------- Name: John P. Arnhold Title: Co-President By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: August 30, 2002 Michael M. Kellen /s/ Michael M. Kellen - ----------------------------------- DEF ASSOCIATES N.V. /s/ Kiernan J. Conroy - ----------------------------------- Name: Kieran J. Conroy Title: Director EX-1.1 3 ex1_082902.txt JOINT FILING AGREEMENT EX-1.1 OTHERDOC 20002.txt JOINT FILING AGREEMENT Exhibit 1.1 ----------- JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G, dated on August 30, 2002 (the "Schedule 13D"), with respect to the Series A Common Stock of Unitedglobalcom, Inc. is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13G and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 30th day of August, 2002. Michael M. Kellen /s/ Michael M. Kellen - ------------------------------------ Arnhold and S. Bleichroeder Holdings, Inc. /s/ John P. Arnhold - ------------------------------------ Name: John P. Arnhold Title: Co-President Arnhold and S. Bleichroeder Advisers, Inc. /s/ John P. Arnhold - ------------------------------------ Name: John P. Arnhold Title: Co-President DEF ASSOCIATES N.V. /s/ Kiernan J. Conroy - ------------------------------------ Name: Kieran J. Conroy Title: Director EX-2.1 4 ex2_082902.txt STATEMENT OF CONTROL PERSON EX-2.1 OTHERDOC Statement of Control Person Exhibit 2.1 ----------- Statement of Control Person The Statement on this Schedule 13G dated August 30, 2002 with respect to Series A Common Stock, Par Value $0.01 Per Share of Unitedglobalcom, Inc. is filed by Arnhold & S. Bleichroeder Holdings, Inc. in accordance with the provisions of Rule 13d-1(b) and Rule 13d-1(k), respectively, as a parent holding company or a control person (HC) of Arnhold and S. Bleichroeder Advisers, Inc. Arnhold and S. Bleichroeder Advisers, Inc. files this statement on Schedule 13G in accordance with the provisions of Rule 13d-1(b) and Rule 13d-1(k), respectively, as an investment adviser (IA). -----END PRIVACY-ENHANCED MESSAGE-----