-----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, O17mc3X5z9jWOEYmuoE6VaAk/SEo+Yc/WCFzvgkQxmAymuDX+1PKSasgGOs47dv4 WSuqtl6DCoHZj/90njx25w== 0001014909-99-000154.txt : 19990630 0001014909-99-000154.hdr.sgml : 19990630 ACCESSION NUMBER: 0001014909-99-000154 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990629 ITEM INFORMATION: FILED AS OF DATE: 19990629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED INTERNATIONAL HOLDINGS INC CENTRAL INDEX KEY: 0000887949 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 841116217 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21974 FILM NUMBER: 99654200 BUSINESS ADDRESS: STREET 1: 4643 S ULSTER ST STREET 2: STE 1300 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 3037704001 MAIL ADDRESS: STREET 1: 4643 S ULSTER ST STREET 2: STE 1300 CITY: DENVER STATE: CO ZIP: 80237 8-K 1 FORM 8-K DATED 6/29/99 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: June 29, 1999 United International Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21974 84-1116217 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification #) incorporation) 4643 South Ulster Street, Suite 1300, Denver, CO 80237 (Address of Principal Executive Office) (303) 770-4001 (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS. - ----------------------- On June 23 and 27, 1999, United International Holdings, Inc. (d/b/a UnitedGlobalCom) issued press releases announcing an unregistered offering of its Series C Convertible Preferred Stock. The press releases, copies of which are included as exhibits hereto, were issued pursuant to Rule 135c under the Securities Act of 1933. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. - ------------------------------------------- (c) Exhibits 99.1 Press Release dated June 23, 1999. 99.2 Press Release dated June 27, 1999. 2 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 thereunto duly authorized. UNITED INTERNATIONAL HOLDINGS, INC. (d/b/a/ UnitedGlobalCom) DATE: June 29, 1999 By: /S/ Valerie L. Cover --------------------------------- Valerie L. Cover, Controller 3 EX-99 2 EXHIBIT 99.1-PRESS RELEASE DATED 6/23/99 For Immediate Release June 23, 1999 [Logo of UnitedGlobalCom] United Announces Offering of Preferred Shares Denver, Colorado - UnitedGlobalCom ("United") (Nasdaq:UCOMA), formally known as United International Holdings, today announced that it intends to offer Depositary Shares representing its Series C Cumulative Convertible Preferred Stock. Terms of the offering have not been finalized, but United anticipates that the offering will be of 10,000,000 Depositary Shares at a liquidation preference of $50 per share. United plans to use proceeds of the offering for general corporate purposes and to repurchase blocks of Class B common stock aggregating 2.4 million shares from an institutional investor and a director. The offering is expected to be completed by early July, 1999. The securities will not be registered under the Securities Act of 1933 and may not be offered in the United States absent registration or an applicable exemption from the registration requirements of the Act. They will be offered only to qualified institutional buyers. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding UnitedGlobalCom's business which are not historical facts, including the planned offering, are "forward-looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Annual Report on Form 10-K for the most recently ended fiscal year. # # # For further information contact: At UnitedGlobalCom: ------------------- Mike Fries - President (303) 220-6610 phone Email: mfries@unitedglobal.com Rick Westerman - CFO (303) 220-6647 phone Email: rwesterman@unitedglobal.com www.unitedglobal.com 4643 South Ulster Street, 13th Floor, Denver, Colorado, 80237 Phone: (303) 770-4001 * Fax: (303) 770-3464 EX-99 3 EXHIBIT 99.2-PRESS RELEASE DATED 6/27/99 For Immediate Release June 27, 1999 [Logo of UnitedGlobalCom] United Announces it will not purchase Class B Shares Denver, Colorado - UnitedGlobalCom ("United" or the "Company") (Nasdaq:UCOMA), formally known as United International Holdings, announced today that it has decided not to purchase the 2.15 million Class B shares from Apollo Cable Partners and 250,000 Class B shares from one director of the Company, as part of its previously announced offering of Cumulative Convertible Preferred Stock. Consequently, the Company has decided to reduce the expected gross proceeds from the offering to $350,000,000 and will use such proceeds exclusively for the Company's development and general corporate purposes. The securities will not be registered under the Securities Act of 1993 and may not be offered in the United States absent registration or an applicable exemption from the registration requirements of the Act. They will be offered only to qualified institutional buyers. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding UnitedGlobalCom's business which are not historical facts, including the planned offering, are "forward-looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Annual Report on Form 10-K for the most recently ended fiscal year. # # # For further information contact: At UnitedGlobalCom: ------------------ Mike Fries - President (303) 220-6610 phone Email: mfries@unitedglobal.com Rick Westerman - CFO (303) 220-6647 phone Email: rwesterman@unitedglobal.com www.unitedglobal.com 4643 South Ulster Street, 13th Floor, Denver, Colorado, 80237 Phone: (303) 770-4001 * Fax: (303) 770-3464 -----END PRIVACY-ENHANCED MESSAGE-----