UIH AUSTRALIA PACIFIC INC
8-K, 1997-05-15
CABLE & OTHER PAY TELEVISION SERVICES
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                       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: May 15, 1997



                           UIH Australia/Pacific, Inc.
               (Exact Name of Registrant as Specified in Charter)


               Colorado              333-05017          84-1341958
            (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)

<PAGE>



ITEM 5. OTHER EVENTS.

             CAUTIONARY STATEMENT PURSUANT TO SAFE HARBOR PROVISIONS
             OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

       In periodic  reports filed with the Securities  and Exchange  Commission,
press releases and other written and oral  disseminations from time to time, UIH
Australia/Pacific,   Inc.  (the  "Company")  sometimes  makes   "forward-looking
statements"   within  the  meaning  of  the  federal   securities   laws.  These
forward-looking  statements  include,  among others,  statements  concerning the
Company's outlook for the future and information about its future plans, such as
plans with respect to acquisitions,  dispositions and strategic  alliances;  the
Company's  expectations as to subscriber and revenue growth, rates of subscriber
penetration, schedules of system acquisition and buildout and targeted goals for
return on investment capital; the Company's plans and expectations as to funding
of capital  expenditures  and operations;  and other statements of expectations,
beliefs,  future plans and strategies,  anticipated events or trends and similar
expressions   concerning   matters   that  are  not   historical   facts.   Such
forward-looking  statements  are subject to risks and  uncertainties  that could
cause actual results to differ  materially from those expressed in or implied by
such statements.  Many of these risks and  uncertainties  have been discussed in
the Company's prior filings with the Securities and Exchange Commission.

       The  Company's  strategy is to continue the  development  of its existing
multi-channel  television  operating systems and related  operations,  including
increasing subscriber  penetration in currently served areas as well as building
out systems in certain currently unserved regions in the respective operating or
franchise areas. The most important  factors that could prevent the Company from
achieving these goals, and cause actual results to differ  materially from those
expressed in the forward-looking  statements,  include,  but are not limited to,
the following:

       *        Changes  in  television   viewing   preferences  and  habits  by
                subscribers   and  potential   subscribers   as  well  as  their
                acceptance of new technology and programming alternatives.

       *        As the Company  operates in a  capital-intensive  industry,  the
                inability to secure  adequate  capital to fund system growth and
                development.

       *        The  inability  of the Company and its  operating  companies  to
                generate  sufficient cash flow to support their  respective debt
                service obligations.

       *        Risks   inherent  in  investment   and   operations  in  foreign
                countries,  including  loss of revenue,  property and  equipment
                from expropriation,  nationalization,  other political risks and
                risks of increases in taxes and government fees.

       *        Risks  inherent  in  construction,  including  delays  and  cost
                overruns.

       *        The  inability   to  secure  experienced  local  and  expatriate
                employees to manage the Company's operations.


                                       -2-

<PAGE>




       *        Availability  of   programming  for   distribution  through  the
                Company's operating systems.

       *        Changes in government regulation.

       These and  other  risks  and  uncertainties  affecting  the  Company  are
discussed in greater  detail in other filings by the Company with the Securities
and Exchange Commission,  including the Company's registration statement on Form
S-4 (File No. 333-05017) that became effective on August 12, 1996.






                                       -3-

<PAGE>


                                   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 of the
undersigned thereunto duly authorized.


                                           UIH AUSTRALIA/PACIFIC, INC.



DATE:  May 15, 1997                        By:   /s/   Valerie L. Cover
                                              ---------------------------------
                                                 Valerie L. Cover
                                                 Controller





                                       -4-




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