8-K 1 d93283e8-k.txt FORM 8-K 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: December 31, 2001 UNITEDGLOBALCOM, 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 December 31, 2001, the Company, New UnitedGlobalCom, Inc. ("New United"), Liberty Media Corporation, Liberty Media International, Inc., Liberty Global, Inc., United/New United Merger Sub, Inc. ("Merger Subsidiary") and certain major stockholders of the Company entered into an Amended and Restated Agreement and Plan of Restructuring and Merger (the "New United Merger Agreement"), amending and restating that certain Agreement and Plan of Restructuring and Merger (the "Original New United Merger Agreement"), dated as of December 3, 2001, among such parties. On December 31, 2001, the Company, New United and Merger Subsidiary also entered into an Amended and Restated United/New United Agreement and Plan of Merger (the "United/New United Merger Agreement"), amending and restating that certain Agreement and Plan of Merger (the "Original United/New United Merger Agreement"), dated as of December 3, 2001, among such parties. The New United Merger Agreement and the United/New United Merger Agreement amended the transactions contemplated by the Original New United Merger Agreement and the Original United/New United Merger Agreement primarily in order to provide for the conversion of the Company's Series B preferred stock, Series C preferred stock and Series D preferred stock into shares of New United Class A common stock rather than shares of new series of New United's preferred stock, as had been contemplated by the Original New United Merger Agreement and the Original United/New United Merger Agreement. A copy of the New United Merger Agreement and the United/New United Merger Agreement are attached as exhibits to this Form 8-K. ITEM 7. EXHIBITS (c) 10.1 Amended and Restated Agreement and Plan of Restructuring and Merger, dated as of December 31, 2001, among UnitedGlobalCom, Inc., New UnitedGlobalCom, Inc., United/New United Merger Sub, Inc., Liberty Media Corporation, Liberty Media International, Inc., Liberty Global, Inc. and each Person indicated as a "Founder" on the signature pages thereto, and Exhibits appended thereto. 10.2 Amended and Restated United/New United Agreement and Plan of Merger, dated as of December 31, 2001, among UnitedGlobalCom, Inc., New UnitedGlobalCom, Inc., and United/New United Merger Sub, Inc. 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. UNITEDGLOBALCOM, INC. By: /s/ Ellen P. Spangler -------------------------------------- Ellen P. Spangler Senior Vice President of Business and Legal Affairs and Secretary Dated: January 9, 2002 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.1 Amended and Restated Agreement and Plan of Restructuring and Merger, dated as of December 31, 2001, among UnitedGlobalCom, Inc., New UnitedGlobalCom, Inc., United/New United Merger Sub, Inc., Liberty Media Corporation, Liberty Media International, Inc., Liberty Global, Inc. and each Person indicated as a "Founder" on the signature pages thereto, and Exhibits appended thereto. 10.2 Amended and Restated United/New United Agreement and Plan of Merger, dated as of December 31, 2001, among UnitedGlobalCom, Inc., New UnitedGlobalCom, Inc., and United/New United Merger Sub, Inc.