-----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, SsOrxuEyrrRdAbTLE93yAZPVFp8gQaZdfJ+Dx0mLyMmQZYTkU/12nYxp6HSPlNTP UZfj6GvLpirrbQaRVn2N6Q== 0001086130-01-500019.txt : 20010307 0001086130-01-500019.hdr.sgml : 20010307 ACCESSION NUMBER: 0001086130-01-500019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20010223 ITEM INFORMATION: FILED AS OF DATE: 20010302 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITEDGLOBALCOM 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: 1560131 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 FORMER COMPANY: FORMER CONFORMED NAME: UNITED INTERNATIONAL HOLDINGS INC DATE OF NAME CHANGE: 19921119 8-K 1 ugc223018k.txt CURRENT REPORT ON 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: February 23, 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 February 22, 2001, UnitedGlobalCom, Inc. ("United") and Liberty Media Corporation ("Liberty") announced that Liberty has agreed to acquire up to 100,000 shares of United's Series E Participating Convertible Preferred Stock (the "Series E Preferred Stock") in exchange for $1.4 billion in cash. United and Liberty also announced that, subject to certain third party consents and waivers, United will acquire certain of Liberty's Latin American assets. This announcement effectively modifies the terms of United's and Liberty's agreement dated as of June 25, 2000 (the "June 25 Agreement"), which United and Liberty previously announced. The Series E Preferred Stock, a newly created series of United's preferred stock, will not pay a dividend and, subject to stockholder approval, will be convertible into 54,111,957 shares of United's common stock, for an effective conversion rate of $25.87 per share. Liberty's purchase of the Series E Preferred Stock will occur at two closings. Liberty will purchase 71,428.57 shares of Series E Preferred Stock for $1 billion in cash at the first closing, which will occur promptly after necessary regulatory approvals are received. United and Liberty expect to receive necessary regulatory approvals by the end of the first quarter. Liberty will purchase the balance of the Series E Preferred Stock for $400 million only when and if United acquires Liberty's interests in Cablevision S.A., Pramer SCA and Torneos y Competancias (the "Principal Acquired Assets") as contemplated by the June 25 Agreement. Subject to the receipt of certain third party consents and waivers, United will acquire certain of Liberty's Latin American assets, including the Principal Acquired Assets, for a number of shares of United common stock set forth for each such asset in the June 25 Agreement, though (i) Liberty's obligation to transfer any of the Principal Acquired Assets will be subject to the prior or contemporaneous transfer of each of the Principal Acquired Assets and (ii) if United would become obligated to make a Change of Control Offer (as defined below) upon acquiring Liberty's Latin American assets in exchange for United's Class B common stock, the purchase price for such assets will be paid in shares of a new series of participating convertible preferred stock of United (the "Series F Preferred Stock") that will be convertible into such number of shares of common stock and will otherwise have terms substantially the same as those of the Series E Preferred Stock. The Series E Preferred Stock and the Series F Preferred Stock will vote in the election of directors on an as-converted basis, and may be converted at the election of the holder at any time or from time to time in part into shares of United's Class A common stock or Class B common stock, provided that Liberty's voting power in United will in all circumstances be limited to no more than 50% of the votes entitled to vote in the election of directors until such time as a conversion of such stock would not require United or certain of its subsidiaries to offer to repurchase certain outstanding bonds that they have issued (a "Change of Control Offer"). The transaction announced by United and Liberty effectively modifies the June 25 Agreement so that, among other things, United will no longer acquire Liberty's interest in Telewest Communications plc or Liberty Cablevision of Puerto Rico. In addition, United Pan-Europe Communications, N.V. ("UPC"), United's European subsidiary, has been released from its rights and obligations under the June 25 Agreement. The rights and obligations of United and Liberty under the June 25 Agreement will terminate if the transactions contemplated thereby have not been consummated by June 30, 2001. Subject to its receipt of $1 billion upon the issuance of Series E Preferred Stock and other necessary approvals, United has committed to subscribe fully to a one billion euro rights offering to shareholders of UPC. The price for the rights offering has been established at eight euros per ordinary share. The rights offering will represent an issuance of approximately 125 million common shares. United has also agreed that any amount of the one billion euros which it is not required to contribute due to the participation of other shareholders in the rights offering will be used to purchase additional ordinary shares from UPC at 11.40 euros per ordinary share. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 10.1 Term Sheet, dated February 22, 2001, between UnitedGlobalCom, Inc. and Liberty Media Corporation. 10.2 Release, dated February 22, 2001, among UnitedGlobalCom, Inc., United Pan-Europe Communications, N.V., Liberty Media Corporation and Liberty Media International, Inc. 99.1 Press Release of UnitedGlobalCom, Inc. and Liberty Media Corporation dated February 23, 2001. 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. Dated: March 2, 2001 By:/s/ Frederick G. Westerman, III Frederick G. Westerman, III Chief Financial Officer EX-10 2 ugclibertermsheet.txt TERM SHEET Exhibit 10.1 TERM SHEET February 22, 2001 Revisions Objectives: To modify the existing structure described in the agreement, dated June 25, 2000, as amended, (the "June 25 Agreement") to eliminate the provisions for the transfer of Liberty's or LMI's indirect interest in Telewest (including any right of first offer with respect thereto, and any Additional Interests), to provide in lieu thereof for the acquisition by Liberty of convertible preferred stock of United for cash and to provide for the transfer of the Latin American assets to be closed separately and structured to be taxable or non-taxable depending upon whether Liberty would recognize gain on the transaction. The new structure described herein shall supersede in its entirety the structure contemplated by the June 25 Agreement. Investment in Liberty would acquire in the aggregate 100,000 shares of a United: new series of participating convertible preferred stock of United (described below) ("Series E Preferred Stock") at two closings for a total purchase price of U.S. $1.4 billion payable in cash. At the first closing which will occur promptly after necessary regulatory approvals are received, Liberty will acquire 71,428.57 shares of Series E Preferred Stock for $1 billion. At the second closing, which will occur only when and if United acquires Cablevision S.A., Pramer SCA and TyC as contemplated by the June 25 Agreement (the "Principal Acquired Assets"), Liberty will acquire the balance of the shares of Series E Preferred Stock. Use of Proceeds: United will invest 1 billion euros to purchase additional equity securities of UPC pursuant to a rights offering to be made by UPC on terms to be agreed with United. Latin America The Latin American assets, referenced on Exhibit B to the Transfers June 25 Agreement as the "Acquired Assets," would be transferred to United through the transfer of Contributed LA Subs in one or more transactions once necessary regulatory and other approvals have been received. The 49% interest in Liberty Cablevision of Puerto Rico, Inc. will not be transferred to United, notwithstanding the provisions of the June 25 Agreement to the contrary. Whether or not Premium Movie Partnership will be transferred will be subject to mutual agreement. The aggregate purchase price payable for the transfer of the remaining Acquired Assets will be the sum of the respective numbers of shares of United's Class B common stock provided therefore in the June 25 Agreement (subject to adjustment), with the purchase price of each individual Acquired Asset being as set forth therein. If bondholder consent has not been received so that Liberty and LMI may acquire Class B common stock (including upon conversion of the Series E Preferred Stock), the purchase price will be paid in shares of a new series of participating convertible preferred stock of United (described below) ("Series F Preferred Stock") convertible into such number of shares. Liberty will use its best commercially reasonable efforts to obtain all required third party consents and waivers of its rights of first refusal and similar rights needed to close the transactions described in the Agreement. Liberty will involve United as an active participant in all decisions, discussions and negotiations regarding the consents and waivers. If Liberty is unable after using its best commercially reasonable efforts to obtain the waiver of a right of first refusal or similar right, it will not be obligated to transfer the applicable Acquired Asset. The obligation to close the transfer of any Principal Acquired Asset will be subject to the prior or contemporaneous closing of the transfers of each of the Principal Acquired Assets. The provisions of the Letter Agreement relating to the Chile Puts and Chile Calls will be revised to read as provided in Annex B-1 hereto. Preferred Stock The Series E Preferred Stock issued to Liberty for $1 billion and $400 million would be convertible at the election of the holder into, respectively, an aggregate of 38,651,398 shares and 15,460,559 shares of Class A common stock of United (subject to adjustment). The Series E Preferred Stock will vote on an as converted basis, provided that until the events described in the next paragraph occur, Liberty's voting power in United will be capped at 50% of the votes entitled to vote in the election of directors. Subject to the foregoing limit, the Series E Preferred Stock may be converted at the election of the holder at any time or from time to time in part into shares of Class B common stock, in lieu of Class A common stock, of United. The Series E Preferred Stock would be automatically converted into shares of Class B common stock of United, in lieu of Class A common stock, on the first to occur of (i) termination of the Stockholders Agreement in accordance with its terms (for reasons other than the passage of time); (ii) redemption in full of the currently outstanding bonds issued by United and certain of its subsidiaries operating in Poland ("Current Bonds"); (iii) a Change of Control within the meaning of the indentures governing the Current Bonds in effect on the date hereof (the "Current Indentures") occurs, or (iv) with respect to each of the Current Indentures, either (A) United or the applicable subsidiary issuer of such Current Bonds, shall have effected a covenant defeasance of the applicable provisions of such Current Indenture in accordance with the terms thereof so that neither United nor, if applicable, one of its subsidiaries would be required to make a Change of Control Offer to the 2 holders of the Current Bonds subject to such Current Indenture if the Series E Preferred Stock were converted into shares of Class B common stock, or (B) a waiver or amendment of the applicable provisions of the Current Indenture shall have been effected so that neither United nor, if applicable, one of its subsidiaries would be required to make a Change of Control Offer to any of the holders of the Current Bonds subject to such Current Indenture if the Series E Preferred Stock were converted into shares of Class B common stock. Commencing June 25, 2010, if the Series E Preferred Stock shall not theretofore have become convertible into Class B common stock, the number of shares of Class A common stock of United into which the Series E Preferred stock shall thereafter be convertible at the option of the holder shall be increased (subject to adjustment) by 24,920,031 shares, if 71,428.57 shares of Series E Preferred Stock were issued, and by 34,888,043 shares if 100,000 shares of Series E Preferred Stock were issued. The Series F Preferred Stock to be issued in connection with the acquisition of the Latin American assets would initially be convertible at the option of the holder into an aggregate number of shares of Class A common stock of United equal to the sum of the numbers of shares of United Class B common stock set forth in the June 25 Agreement, subject to adjustment for deleted assets and otherwise; would be convertible in part at the option of the holder; or automatically converted into an equal number of shares of Class B common stock subject to the same conditions as apply to the Series E Preferred Stock described above, and would vote on an as converted basis subject to the limitation described above. The number of Class A shares into which the Series F Preferred Stock would be convertible would, commencing June 25, 2010, be increased by a number of shares to be determined on the same basis as for the Series E Preferred Stock (subject to adjustment), if the Series F Preferred Stock had not theretofore been converted into Class B common stock. The Series E and Series F Preferred Stock would not have a dividend, but would participate in dividends on common stock on an as converted basis (calculated as if the contingent increase in the shares issued upon conversion that would occur on June 25, 2010 had occurred). The shares would have a nominal preference on liquidation after the payment in full of any preference of presently outstanding preferred stock. After receipt of their liquidation preference, they would share in liquidation distributions with the common stock on an as converted basis (calculated as if such increase had occurred). The Series E and Series F Preferred Stock will not in any event become convertible into common stock of United until United stockholder approval of such conversion and of an increase in United's authorized common stock has been 3 obtained in accordance with United's certificate of incorporation and the Nasdaq rules and will not become convertible into, or vote as if converted into, Class B common stock until the requirements of the HSR Act have been met if such conversion would result in Liberty's voting power in the election of directors equaling or exceeding 50%. The Series E and Series F Preferred Stock and where appropriate the Stockholders Agreement would contain the governance terms set forth in the June 25 Agreement, except the nomination and election of directors would be pursuant to the Stockholders Agreement. Stockholders The Stockholder Agreement would be entered into at the time Agreement: the Series E Preferred Stock is issued. The Stockholders Agreement would include covenants of United to use its best commercially reasonable efforts to obtain HSR and stockholder approval (and covenants of Founders and Liberty to vote in favor of such stockholder approval). In addition, United will agree not to take or fail to take, and Founders will agree not to take, any action that would result in any additional change of control covenants being applicable to United and its affiliates, unless Liberty and its affiliates are exempted therefrom, or that would perpetuate the existing change of control covenants and United will agree to use its best commercially reasonable efforts to take such action as will cause the conditions to the conversion in full of the Series E Preferred Stock and Series F Preferred Stock into Class B common stock to be satisfied. Standstill The Standstill Agreement would be entered into at the time Agreement: the Series E Preferred Stock is issued. United will agree not to issue any shares of Class B common stock or rights to acquire Class B common stock (except to Liberty and its affiliates) unless and until the Series E and Series F Preferred Stock have become convertible into Class B common stock in full, except that (x) the issuance of up to 3 million shares of Class B common stock upon exercise of the options described below will be permitted and (y) United may, on majority vote of the Board and compliance with applicable law, issue shares of another series of Preferred Stock with terms no more favorable to the holder than the terms of the Series E Preferred Stock, provided that such Preferred Stock will not be convertible into Class B common stock until the Series E Preferred Stock has automatically converted into Class B common stock and the aggregate number of shares of Class B common stock issuable upon exercise of all such Preferred Stock and the options referred to in clause (x) above shall not exceed the 10% threshold that would otherwise entitle Liberty to exercise its preemptive rights under the Stockholders Agreement (it being understood that such issuances will not be grandfathered for purposes of determining Liberty's entitlement to exercise such 4 preemptive rights). United will further agree not to issue any options exercisable for Class B common stock without Liberty's consent other than the options to purchase not more than 3 million shares of Class B common stock approved at United's December 6, 2000 Board meeting.. The previously contemplated provision of the Standstill Agreement limiting the percentage of the equity of United that may be owned by Liberty and its controlled affiliates will be revised to change "47%" to "50%". United acknowledges that Liberty has requested that such percentage be changed to "60%" and agrees to negotiate in good faith with Liberty an increase in such percentage above 50%. Registration Rights The Registration Rights Agreement would be entered into at Agreement: the time the Series E Preferred Stock is issued. UPC: In exchange for the agreement by United to invest 1 billion euros, UPC will relinquish its rights and release United and Liberty from their obligations to UPC under the June 25 Agreement and August 1999 letter agreement, and will give United and other parties to the Stockholder Agreement an option to acquire for cash unless otherwise agreed at market the shares in United that UPC or any of its controlled affiliates owns if United ceases to control UPC. Further, Liberty will be entitled to one representative on the governing body of UPC. Loan Repayment Liberty will agree to forgo its right to repay its outstanding $200 million loan from United other than in cash. Definitive The parties will promptly complete negotiation of definitive Documents: documents, subject to satisfactory resolution of the previously raised issues. Liberty Media Corporation United GlobalCom, Inc. by: /s/ Elizabeth M. Markowski by: /s/ Frederick G. Westerman, III Senior Vice President Chief Financial Officer 5 EX-10 3 ugclibertrelease.txt RELEASE Exhibit 10.2 RELEASE This RELEASE (this "Release"), dated as of February 22, 2001, is by and among United Pan-Europe Communications N.V. ("UPC"), UnitedGlobalCom, Inc. ("United"), Liberty Media International, Inc. ("LMI") and Liberty Media Corporation ("Liberty"). United, LMI and Liberty are sometimes referred to herein each individually as an "Other Party" and collectively as the "Other Parties." RECITALS A. United, Liberty and UPC are parties to a Term Sheet dated as of August 30, 1999 (the "Term Sheet"), and UPC and the Other Parties are parties to an Agreement dated as of June 25, 2000, as amended by the First Amendment, dated as of July 11, 2000 (as so amended by the First Amendment, the "June 25 Agreement," and together with the Term Sheet, the "Agreement"). B. UPC and the Other Parties desire to amend the Agreement (the "Amendment") to provide, inter alia, that UPC will be released from all of its obligations under the Agreement. UPC has not been involved in the negotiation of the Amendment. C. In connection with the Amendment, UPC, on the one hand, and the Other Parties, on the other hand, have agreed to mutually release one another from all obligations and liabilities arising from or relating to the Agreement, and to provide for the Purchase Rights and the Commitment set forth in Paragraphs 3 and 4, respectively, below. AGREEMENT In consideration of the foregoing and the respective agreements, representations and warranties set forth below (the sufficiency of which is hereby acknowledged), and subject to the terms and conditions hereof, UPC and the Other Parties hereby agree as follows: 1 Agreement. All of UPC's rights and responsibilities under the Agreement are hereby terminated. UPC hereby represents and warrants to the Other Parties that its supervisory and management board has duly authorized this termination, and the execution, delivery and performance of this Release. Any term not otherwise defined in this Release shall have the meaning ascribed to it in the Agreement. 2. Mutual Releases. (a) Each Other Party, for itself, its affiliates and their respective shareholders, successors, and assigns and any and all persons claiming under them (in each case, except UPC and its subsidiaries, and AT&T and its subsidiaries that are not Liberty or subsidiaries of Liberty), hereby irrevocably and unconditionally releases and discharges UPC and its subsidiaries, and their respective insurers, owners, shareholders, members, past and present employees, officers, directors, assigns, trustees, agents, attorneys, beneficiaries, successors and heirs and predecessors in interest, of and from any and all claims, demands, actions, and liabilities, of whatever kind or nature, in law or in equity, whether known or unknown, liquidated or unliquidated, vested or contingent, negligent or intentional, whether in tort or in contract, of or with respect to UPC, arising from or relating to the Agreement. (b) UPC, for itself, its subsidiaries and their respective successors and assigns and any and all persons claiming under them, hereby irrevocably and unconditionally releases and discharges each Other Party and its affiliates (except UPC and its subsidiaries), and their respective insurers, owners, shareholders, members, past and present employees, officers, directors, assigns, trustees, agents, attorneys, beneficiaries, successors and heirs and predecessors in interest, of and from any and all claims, demands, actions, and liabilities, of whatever kind or nature, in law or in equity, whether known or unknown, liquidated or unliquidated, vested or contingent, negligent or intentional, whether in tort or in contract arising from or relating to the Agreement. 3 Purchase Rights. UPC hereby grants to the Founders and Liberty a right to purchase, on the terms described in Exhibit A hereto, the shares of Class A Common Stock, par value $.01 per share, of United held by UPC (the "Purchase Rights") on the terms and conditions set forth in Exhibit A hereto. 4. Investment. United agrees to make an investment in UPC (the "Commitment") on the terms and conditions set forth on Exhibit B hereto. 5. Liberty's Voting Power. Liberty has agreed that it will enter into definitive agreements pursuant to which its voting power in United will be limited so that no "change of control" will occur within the meaning of the indentures governing the currently outstanding bonds issued by United, UPC Polska, Inc. (formerly @Entertainment, Inc.) and Poland Communications, Inc. 6. Effective Time. This Release will be effective immediately prior to the effective time of the Amendment, such that the Amendment will become effective without the signature of UPC. 7. Binding Effect. This Release will be binding upon the parties hereto, and each of their respective successors and assigns. This Release may not be assigned by a party without the prior written consent of each other party hereto, except as set forth in Exhibit A. 8. Modification of the Release. Neither this Release nor any of its provisions may be changed, waived, discharged or terminated orally, but only in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought. 9. No Waiver. The failure or delay of any party hereto at any time, or from time to time, to exercise any right hereunder (other than the Purchase Rights as described on Exhibit A hereto) or enforce any provision hereof will not be construed as implying a waiver of such provision or of the right of that party to exercise or enforce it subsequently. No single or partial exercise of any right hereunder by any party hereto will preclude the further or full exercise of that right by such party. No waiver of any default on any one occasion by a party hereto will constitute a waiver of any subsequent or other default by such party. 10. Notices. All notices and other communications hereunder shall be in writing and shall be delivered personally, telecopied (if receipt of which is confirmed by the person to whom sent), sent by nationally recognized overnight delivery service, charges prepaid, or mailed by registered or certified mail (if return receipt is requested), postage prepaid, to the parties at the following addresses (or to such other Person or address for a party as shall be specified by such party by like notice) (notice shall be deemed given upon receipt, if delivered personally, by overnight delivery service or by telecopy, or on the third business day following mailing, if mailed, except that notice of a change of address shall not be deemed given until actually received): If to Liberty, to it at: 9197 South Peoria Street Englewood, Colorado 80112 Attention: General Counsel Telephone: (720) 879-5400 Telecopier: (720) 875-5382 with copies to: Baker Botts L.L.P. 599 Lexington Avenue New York, New York 10022 Attention: Robert W. Murray Telephone: (212) 705-5000 Telecopier: (212) 705-5125 and Sherman & Howard 633 17th Street, Suite 3000 Denver, Colorado 80202 Attention: Amy L. Hirter Telephone: (303) 297-2900 Telecopier: (303) 298-0940 If to United, to it at: 4643 South Ulster Street, #1300 Denver, Colorado 80237 Attention: General Counsel Telephone: (303) 770-4001 Telecopier: (303) 220-3117 with a copy to: Holme Roberts & Owen LLP 1700 Lincoln Street Suite 4100 Denver, Colorado 80203 Attention Dean Salter Telephone: (303) 861-7000 Telecopier: (303) 861-0200 If to UPC, to it at: United Pan-Europe Communications N.V. Beech Avenue 100 1119 PW Amsterdam Postbus 74763 1070 BT Amsterdam The Netherlands Attention: General Counsel Telecopier: 011-31-20-778-9871 If notice is made to a Founder, such notice shall be made to the address of such Founder as shown on the stock transfer books of United (or to such other Person or address for the Founder as shall be specified by such Founder by notice to each party and each Founder). 11. Governing Law. This Release will be governed by and construed in accordance with the laws of the State of Colorado without reference to the conflict of law rules of that jurisdiction. 12. Counterparts. This Release may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, each of the parties hereto has executed this Release as of the date first above written. UnitedGlobalCom, Inc. By: /s/ Ellen P. Spangler Its: Senior Vice President United Pan-Europe Communications N.V. By: /s/ Charles Bracken Its: Chief Financial Officer By: /s/ Jeremy Evans Its: Authorized Agent Liberty Media Corporation By: /s/ Elizabeth M. Markowski Its: Senior Vice President Liberty Media International, Inc. By: /s/ Charles Y. Tanabe Its: Senior Vice President EXHIBIT A THE PURCHASE RIGHTS If at any time United no longer possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of UPC, whether through the ownership of voting securities, by contract or otherwise, United shall promptly give written notice to the Founders and Liberty that indicates that it no longer possesses such control (the "Non-Control Notice"). The Founders, Liberty and their respective Permitted Transferees (as defined below) shall then be entitled for a period of 30 days following the date that the Non-Control Notice is given (the "UPC Shares Election Period") to provide written notice to UPC that they intend to purchase the Class A Common Stock, par value $.01 per share, of United (the "Class A Stock") held by UPC as of the date that United ceases to possess control of UPC (a "Purchase Notice"), at a price per share equal to the Average Market Price (as defined in accordance with the final sentence of Paragraph 5 of Exhibit A to the Agreement) of the Class A Stock as of the date that United ceases to possess control of UPC. Each Founder and Liberty (and their Permitted Transferees) shall be entitled to purchase a percentage of the Class A Stock held by UPC equal to the respective percentages held by them, as of the date of the Non-Control Notice, of the aggregate number of votes of all equity securities of United held by the Founders, Liberty and their Permitted Transferees. If any Founder or Permitted Transferee of a Founder fails to submit a Purchase Notice within the UPC Shares Election Period, the Founders or Permitted Transferees of Founders who have so submitted a timely Purchase Notice may, for a period of ten days following the expiration of the UPC Shares Election Period, allocate among themselves the Purchase Rights as to which any Founder or Permitted Transferee of a Founder did not submit a timely Purchase Notice. The Founders and their Permitted Transferees shall then provide amended Purchase Notices to UPC that reflect their allocation of such Purchase Rights. Thereafter, any Purchase Rights not exercised by a Founder or its Permitted Transferees, or by Liberty and its Permitted Transferees within the UPC Shares Election Period, may be allocated among the parties who have submitted Purchase Notices as such parties may agree, and amended Purchase Notices that reflect such agreement shall be provided to UPC. Within 60 days following delivery of the Non-Control Notice (the "Purchase Period"), the Founders, Liberty and their Permitted Transferees, shall deliver to UPC an amount in cash equal to the consideration to be paid for the Class A Stock subject to a Purchase Notice, and UPC shall at the same time deliver to the Founders, Liberty or their Permitted Transferees, as applicable, certificates representing such Class A Stock, free and clear of any lien or other encumbrance. The Purchase Rights of any Founder, Liberty or any of their Permitted Transferees shall terminate with respect to Class A Stock for which a Purchase Notice has been given, if such Founder, Liberty or Permitted Transferee fails to purchase such Class A Stock within the Purchase Period. UPC shall be entitled to retain any Class A Stock with respect to which Purchase Rights terminate. For purposes of this Exhibit A, "Permitted Transferee" (a) with respect to a Founder, shall have the meaning set forth in Paragraph 3 of Exhibit C to the Agreement, and (b) with respect to Liberty, shall include any controlled affiliate of Liberty. EXHIBIT B UNITED GLOBALCOM, INC. 4643 S. Ulster Street, Suite 1300 Denver, Colorado 80237 February 22, 2001 United Pan-Europe Communications NV Beech Avenue 100 1119 PW Amsterdam Postbus 74763 1070 BT Amsterdam Attention: Jeremy Evans re Rights Issue - Commitment Letter Ladies and Gentlemen: You have advised United GlobalCom, Inc. (the "Parent") that United Pan-Europe Communications NV ("UPC") intends to issue to the holders (the "Holders") of its issued and outstanding Class A ordinary shares (the "Ordinary Shares") , American Depositary Receipts ("ADRs") and warrants, convertible preference shares and share options exercisable for or convertible into Ordinary Shares or ADRs (to the extent the Holders of such instruments are entitled to participate in any rights offering), certain rights (the "Rights") to subscribe for and purchase additional Ordinary Shares or ADRs, as the case may be. The offering of Ordinary Shares and ADRs to the Holders through the exercise of Rights is herein referred to as the "Rights Offering". It is currently contemplated that the Rights Offering will comprise (i) a first tranche offering of Rights at the price of euro 8.00 per Ordinary Share, such that the aggregate net proceeds to UPC assuming full exercise of Rights in such tranche is approximately euro 1 billion and (ii) a second tranche offering of Rights to the Parent alone at a price per Ordinary Share equal to euro 11.40 (representing the average of the official closing prices per Ordinary Share quoted on the Official Segment of Amsterdam Exchanges N.V.'s stock market for the five (5) trading days up to and including February 21, 2001), such that the aggregate net proceeds to UPC assuming full exercise of Rights in such tranche is approximately euro 500 million. The purpose of this letter (the "Commitment Letter") is to confirm the Parent's agreement, directly or through one or more of its affiliates and, subject to the conditions and as further agreed below, (i) to fully exercise its Rights in respect of the first tranche and to purchase any remaining Rights not taken up by other Shareholders in such tranche and (ii) to exercise its Rights in respect of the second tranche such that the aggregate price of Ordinary Shares purchased by it equals euro 1 billion. The net cash proceeds from the Rights Offering will be used for capital expenditures and operating expenses in the business of UPC. The term "Purchaser" as used in this Commitment Letter shall mean the Parent and one or more other affiliates of the Parent who actually purchase or undertake the commitment to purchase the Ordinary Shares referred to herein. The Parent's commitment to participate in the Rights Offering as described herein is subject to the following conditions: (i) a registration statement relating to the Rights Offering having been declared effective by the U.S. Securities and Exchange Commission (the "SEC") and prior to consummation of the Rights Offering no stop order suspending the effectiveness of the registration statement or of any part thereof having been issued and no proceedings for that purpose having been instituted or threatened by the SEC; (ii) the Ordinary Shares to be sold by UPC pursuant to the Rights Offering or this Commitment Letter, when issued and delivered pursuant to the Rights or this Commitment Letter, having been duly authorized and validly issued shares of UPC and fully paid and non-assessable; (iii) receipt of all governmental and third party consents and approvals necessary or reasonably desirable in connection with any aspect of the Rights Offering or any other transactions contemplated hereby; (iv) the listing and admission for trading of the Ordinary Shares underlying the Rights on the Official Segment of Amsterdam Exchanges N.V.'s stock market, and the admission for trading of the ADSs, if any, to be issued in connection with the Rights Offering on NASDAQ; and (v) the Parent shall have received cash consideration in an amount not less than U.S.$ 1 billion in respect of the transaction between the Parent, LMI and Liberty described in the Amendment (as each such term is defined in the Release Agreement dated the date hereof). If any of the conditions described in (i) to (v) above are not satisfied, the proposed Rights Offering will be canceled. However, so long as condition (v) above has been satisfied, the Parent agrees that on written request of UPC received within 30 days of cancellation of the Rights Offering, it will promptly thereafter subscribe for Ordinary Shares in UPC in an amount equal to euro 1 billion at a price equal to euro 9.70 per Ordinary Share. In addition, the Parent hereby agrees to vote, and to cause each of its affiliates to vote, their respective voting shares in the capital of UPC in favor of the issuance of the additional Ordinary Shares underlying the Rights in connection with the Rights Offering. The Parent will be responsible for all reasonable out-of-pocket expenses of the Purchaser incurred in connection with the matters referred to herein, including the fees and expenses of outside counsel and fees and expenses of other professional advisors retained by the Purchaser, whether or not the Rights Offering is consummated or any Ordinary Shares and/or ADRs are actually issued. The Parent agrees that no compensation (other than that expressly contemplated by this Commitment Letter) will be paid to the Parent or any Purchaser in connection with the Rights Offering and standby underwriting commitment unless you and the Parent shall so agree. This Commitment Letter shall be governed by the laws of the State of Colorado. Any right to trial by jury with respect to any claim, action, suit or proceeding arising out of or contemplated by this letter is hereby waived and the parties hereto hereby submit to the non-exclusive jurisdiction of the federal and state courts located in Denver, Colorado in connection with any dispute related to this letter and/or any matters contemplated hereby. This Commitment Letter is not assignable by you to any other person. Please confirm that the foregoing is in accordance with your understanding by signing and returning to us an executed duplicate of this letter. Upon your acceptance hereof, this letter will constitute a binding agreement between us. UNITED GLOBALCOM, INC. By: /s/ Ellen P. Spangler Title: Senior Vice President By: ___________________________________ Title: Agreed to and Accepted: UNITED PAN-EUROPE COMMUNICATIONS NV By: /s/ Charles Bracken Title: Chief Financial Officer By: /s/ Jeremy Evans Title: Authorized Agent EX-99 4 ugc22001pressrelease.txt PRESS RELEASE Exhibit 99.1 For Immediate Release LIBERTY MEDIA TO INVEST UP TO $1.4 BILLION CASH IN UNITEDGLOBALCOM $1.0 Billion Available Initially; $400 Million Expected to be Available in the Second Quarter United Commits to Fully Subscribe to ?1.0 Billion (US$910 Million) Rights Offering for European Subsidiary UPC June 2000 Agreement Modified Denver, CO. (February 23, 2001) - UnitedGlobalCom, Inc. ("United") (NASDAQ: UCOMA), and Liberty Media Corp. ("Liberty") (NYSE: LMG.A, LMG.B) today announced that Liberty has agreed to acquire up to 100,000 shares of Series E Participating Convertible Preferred Stock ("Preferred Stock") from United in exchange for $1.4 billion in cash. The Preferred Stock (summarized below) will carry no dividend and will be convertible into approximately 54.1 million common shares of United, representing an effective issue price of $25.87 per common share. The purchase of the Preferred Stock by Liberty will occur in two stages. Liberty will purchase $1.0 billion of Preferred Stock (convertible into approximately 38.6 million United shares) upon receipt of certain regulatory approvals, which are expected in the next 30 days. The remaining $400 million of Preferred Stock (convertible into approximately 15.5 million United shares) will be purchased at the time United completes the acquisition of Liberty's Latin American assets, as set out in the June 25, 2000 agreement between the parties. The parties expect that to occur in the second quarter of 2001. o Liberty's agreement to purchase the Preferred Stock represents an amendment to the June 25, 2000 agreement between the parties, whereby Liberty was to receive 54.1 million shares of United class B common stock in exchange for transferring to United its approximately 724 million ordinary shares in Telewest Communications Plc (LN: TWT; NASDAQ ADRs (10:1): TWSTY). Under the 1 of 4 modified agreement, Liberty will retain ownership of its interest in Telewest. In addition, United has committed to fully subscribe to a ?1.0 billion (US$910 million) rights offering to shareholders of its European subsidiary, United Pan-Europe Communications, N.V. ("UPC"), which was separately announced by UPC today. The price for the rights offering has been established at ?8.00 (US$7.27) per ordinary share, or an 18% discount to UPC's closing price on February 22, 2001, and representing an issuance of 125 million common shares. Subject to appropriate regulatory approvals, the rights will be distributed after publication of UPC's results for the fiscal year ended December 31, 2000. These results are scheduled to be released on April 2, 2001. United also has agreed that any amount of the ?1.0 billion which it is not required to contribute due to the participation of other shareholders in the rights offering will be used to purchase additional ordinary shares from UPC at ?11.40 (US$10.36) per ordinary share, which is the average closing price of UPC on the Amsterdam Exchange over the five trading days ended February 21, 2001. o The investment by United into UPC represents an amendment to the June 25, 2000 agreement whereby United was to transfer the 724 million shares of Telewest to UPC in exchange for 128.2 million UPC shares, representing an issue price for UPC of approximately ?10.82 (US$9.83) per ordinary share based upon the value of the Telewest stock as of February 22, 2001. As previously announced, the parties plan to close on the acquisition of Liberty's Latin American and other assets (excluding Liberty's Puerto Rican cable operations which will not be transferred) as soon as practicable after receiving consents and approvals, currently expected to occur in the second quarter of 2001. Key terms of the Preferred Stock issued to Liberty include the following: o $1.4 billion proceeds and face amount. o 0% dividend, participates in common dividends on an "as converted" basis, perpetual maturity and nominal liquidation preference. o Convertible into 54,111,957 shares of United's Class A Common Stock or, subject to certain conditions, Class B Common Stock at the option of the holders, and, upon the occurrence of certain future events, would be automatically converted into an identical number of shares of United's Class B Common Stock. o Effective issue price of $25.87 per common share. o Ranks junior to United's existing convertible preferred shares. o Votes on an "as converted" basis. When the $1.0 billion of Preferred Stock is converted to class B common of United and is combined with Liberty's existing holdings, Liberty will have a 30% economic and 71% voting interest in United, on a fully-diluted basis. As agreed upon in the June 25, 2000 agreement, Liberty will be bound by voting and standstill agreements with United and its controlling stockholders, and will 2 of 4 appoint 4 of 12 directors. Upon completion of the Latin American transaction and the issuance of the remaining Preferred Stock, and assuming conversion of the Preferred Stock into class B common of United, Liberty will have a 43% economic and 81% voting stake in United. In announcing the transaction, Gene Schneider, Chairman and CEO of United, said, "This revised transaction is a winner for United and UPC shareholders and bondholders. First, it accomplishes one of our most important objectives: raising new equity capital for our businesses. Second, it ensures quick and definitive closure of our transaction with Liberty." John Malone, Chairman of Liberty said, "Replacing the Telewest stock with a direct cash injection is in the interest of all parties and will allow United and its subsidiaries to continue the development of their existing business plans without unnecessary financing constraints. In addition, we intend to retain the Telewest stake within the Liberty group and look forward to working with Telewest and UPC to realize the strategic benefits of our ownership in these important assets." Mike Fries, President and COO of United commented, "An added benefit of this revised deal is the additional capital it will provide UGC at the parent level. This will enable us to support the continued growth of our operations outside of Europe. We look forward to expanding our presence in Latin America through the acquisition of Liberty's assets and remain committed to our Australasian operations." * * * About UnitedGlobalCom: United is the largest international communications provider of video, voice and data services with operations in 26 countries. At December 31, 2000, United's networks, in aggregate, reached over 17 million homes and served 9.5 million video customers. In addition, the company's telephony business had approximately 600,000 telephony subscribers and its high speed Internet access business had nearly 450,000 accounts. United's significant operating subsidiaries include United Pan-Europe Communications N.V. (UPC) (53% owned), the largest pan-European broadband communications company; Austar United Communications (73% owned) a leading satellite, cable television and telecommunications provider in Australia and New Zealand; and VTR Global Com (100% owned), the largest cable television and competitive telephony provider in Chile. About Liberty Media: Liberty Media holds interests in a broad range of video programming, communications, technology and Internet businesses in the United States, Europe, South America and Asia. * * * 3 of 4 Contacts: For UnitedGlobalCom: For Liberty Media: Investors: Rick Westerman, CFO Vivian Carr, SVP Investor Relations Tel: 303-220-6647 Tel: 720-875-5420 Fax: 303-770-3464 Fax: 720-875-5445 Email: rwesterman@unitedglobal.com Press: Jim Carlson, Corporate Communications Tel: 303-220-6662 Fax: 303-770-4207 Mobile: 303-808-4955 Email: jcarlson@unitedglobal.com * * * This announcement is neither an offer to sell nor a solicitation of an offer to purchase securities. The rights offering will be made only through a prospectus. In connection with this proposed rights offering, UPC will file a registration statement with the SEC and a prospectus will be included in that registration statement. Shareholders are urged to read the prospectus and other relevant documents to be filed with the SEC because they will include important information. * * * NOTE: Except for historical information contained herein, this news release contains forward looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. These forward looking statements include timing of the UPC rights offering and timing of the closing of the additional Liberty assets to be transferred to United. These risks and uncertainties include regulatory approvals, as well as other factors detailed from time to time in the Company's filings with the Securities and Exchange Commission. 4 of 4 -----END PRIVACY-ENHANCED MESSAGE-----