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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: July 27, 1999
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)
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ITEM 5. OTHER EVENTS.
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On July 27, 1999, Austar United Communications Limited ("Austar United"), a
subsidiary of the Registrant, closed an initial public offering of its ordinary
stock on the Australian Stock Exchange. Austar United's ordinary shares trade
under the symbol "AUN." Austar United raised proceeds from the offering, net of
underwriting commissions and expenses, of approximately A$455 million (US$303
million). Following the offering, the Registrant continues to hold
approximately 75.6% of Austar United.
In connection with Austar United's initial public offering, the Registrant
sought and received the consent of holders of a majority of its outstanding 14%
Senior Notes due 2006 to certain amendments to the Indentures governing such
Notes to facilitate the offering and the use of proceeds therefrom. Copies of
the supplemental indentures amending the two indentures governing the notes are
included as exhibits hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(c) Exhibits
4.1 Supplemental Indenture dated as of July 20, 1999, between the Registrant
and Firstar Bank of Minnesota, N.A., amending Registrant's Indenture dated
as of May 16, 1996.
4.2 Supplemental Indenture dated as of July 20, 1999, between the Registrant
and Firstar Bank of Minnesota, N.A., amending Registrant's Indenture dated
as of September 23, 1997.
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SIGNATURES
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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.
UIH AUSTRALIA/PACIFIC, INC.
DATE: July 28, 1999 By: /s/ Ellen P. Spangler
---------------------------------------------
Ellen P. Spangler, Vice President
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<PAGE>
Exhibit 4.1
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE, dated as of July 20, 1999, between UIH
Australia/Pacific, Inc, a Colorado corporation (the "Company"), and Firstar Bank
of Minnesota, N.A., as trustee (the "Trustee").
WHEREAS, the Company and the Trustee are parties to an Indenture, dated as
of May 16, 1996 (the "Indenture");
WHEREAS, in accordance with Section 9.02 of the Indenture, the Company has
received the written consent of Holders of majority in principal amount of the
Securities outstanding as of the date hereof to certain amendments to the
Indenture, and in accordance therewith, the parties desire to amend the
Indenture as herein provided;
WHEREAS, capitalized terms used in this Supplemental Indenture without
being defined herein shall have the meanings given thereto in the Indenture;
NOW THEREFORE, it is agreed:
1. Amendments.
1.1 Section 1.1 of the Indenture is amended by adding the following
paragraph after the paragraph headed "Annualized Pro Forma Consolidated
Operating Cash Flow":
"Approved Countries" has the meaning set forth in Section 4.8(b)(vi).
1.2 Section 1.1 of the Indenture, paragraphs (c) and (d) of the
definition of "Permitted Indebtedness and Preferred Stock," are hereby amended
to read in their entirety as follows:
(c) Indebtedness of any Restricted Subsidiary engaged in a Related
Business; provided, however, that the aggregate principal amount of
-------- -------
Indebtedness incurred after the Issue Date pursuant to this clause (c) and
clause (d) below shall not exceed the sum of (x) $85,000,000 plus (y) 200%
of the sum of (A) cash proceeds of capital contributions to the Company
after the Issue Date, and (B) cash proceeds of the issuance of Capital
Stock (other than Disqualified Capital Stock) of Company after the Issue
Date (that, in the case of clauses (A) and (B), have been invested in
Persons that at the time of determination of the amount of Indebtedness
permitted under this clause (c) are Restricted Subsidiaries (other than
cash proceeds invested in United Wireless prior to the date it becomes a
Restricted Subsidiary));
(d) Indebtedness of the Company to the extent the proceeds of such
Indebtedness are invested in a Restricted Subsidiary that is engaged in a
Related Business; provided, however, that any such Indebtedness (i) shall
-------- -------
not provide for any required payment of principal prior to the Final
Maturity Date, (ii) shall not provide for any required payment of interest
prior to May 15, 2001 and (iii) shall not be guaranteed by any Restricted
Subsidiary; and provided further, however, that the aggregate principal
-------- ------- -------
amount of Indebtedness incurred after the Issue Date pursuant to this
clause (d) and clause (c) above shall not exceed the sum of (x) $85,000,000
plus (y) 200% of the sum of (A) cash proceeds of capital contributions to
the Company after the Issue Date, and (B) cash proceeds of the issuance of
Capital Stock (other than Disqualified Capital Stock) of Company after the
Issue Date (that, in the case of clauses (A) and (B), have been invested in
Persons that at the time of determination of the amount of Indebtedness
permitted under this clause (d) are Restricted Subsidiaries (other than
cash proceeds invested in United Wireless prior to date it becomes a
Restricted Subsidiary));
1.3 Section 1.1 of the Indenture, the definition of "Restricted
Payment," is hereby amended to read in its entirety as follows:
"Restricted Payment" means any of the following: (i) the declaration
or payment of any dividend or any other distribution on Capital Stock of
the Company or any payment made to the direct or indirect holders
<PAGE>
(in their capacities as such) of Capital Stock of the Company (other than
dividends or distributions payable solely in Capital Stock (other than
Disqualified Stock) of the Company or in options, warrants or other rights
to purchase Capital Stock (other than Disqualified Stock) of the Company);
(ii) the purchase, redemption or other acquisition or retirement for value
of any Capital Stock of the Company (other than any such Capital Stock
owned by the Company or a Restricted Subsidiary); (iii) the making of any
principal payment on, or the purchase, redemption, defeasance or other
acquisition or retirement for value, prior to any scheduled maturity,
scheduled repayment or scheduled sinking fund payment, of any Subordinated
Indebtedness (other than any Subordinated Indebtedness held by a Restricted
Subsidiary); or (iv) the making of any Investment (other than a Permitted
Investment) in any person (other than an Investment by a Restricted
Subsidiary in the Company or an Investment by the Company or a Restricted
Subsidiary in either (x) a Restricted Subsidiary or (y) a person that
becomes a Restricted Subsidiary as a result of such Investment).
1.4 Section 1.1 of the Indenture, the definition of "Restricted
Subsidiary," is hereby amended to read in its entirety as follows:
"Restricted Subsidiary" means (i) any Subsidiary of the Company that
is not an Unrestricted Subsidiary or a Subsidiary of an Unrestricted
Subsidiary after giving effect to the definition of Unrestricted Subsidiary
and to all Designations and Revocations made under Section 4.18, and (ii)
any Restricted Affiliate.
1.5 Section 1.1 of the Indenture, the definition of "Unrestricted
Subsidiary," is hereby amended to read in its entirety as follows:
"Unrestricted Subsidiary" means any Subsidiary of the Company that is
an Unrestricted Subsidiary or a Subsidiary of an Unrestricted Subsidiary
after giving effect to all Designations and Revocations under Section 4.18.
Saturn and United Wireless and their Subsidiaries and the Subsidiaries of
the Company that hold the Company's interest in Saturn and United Wireless
shall initially be Unrestricted Subsidiaries under this Indenture, but may
become Restricted Subsidiaries in accordance with Section 4.18.
1.6 Clause (vi) of Section 4.8(b) of the Indenture is hereby amended
to read in its entirety as follows:
(vi) so long as no Default shall have occurred and be continuing,
Investments in Unrestricted Subsidiaries and Unrestricted Affiliates that
operate principally or have been formed to operate principally a Related
Business in countries in which the Company, directly, or indirectly, had
investments outstanding or conducted operations on the Issue Date
("Approved Countries") in an amount, not to exceed $115,000,000 (or, to the
extent non-U.S. dollar denominated, the U.S. Dollar Equivalent thereof) in
the aggregate at any time outstanding, provided that no more than
--------
$108,000,000 in the aggregate of Investments under this clause (vi) (or to
the extent non-U.S. dollar denominated, the U.S. Dollar Equivalent thereof)
shall constitute Investments in persons other than XYZ Entertainment
Limited, plus, in the case of the disposition or repayment of any such
Investment for cash (including upon a Revocation after the Issue Date of a
Designation made after the Issue Date), an amount equal to the lesser of
the return of capital with respect to such Investment and the cost of such
Investment, in either case, reduced by the excess, if any, of the cost of
the disposition of such Investment over the gain, if any, realized by the
Company or such Restricted Subsidiary in respect of such disposition.
1.7 Section 4.13 of the Indenture, the last three sentences of the
first paragraph, are hereby amended to read in their entirety as follows:
....The Company or such Restricted Subsidiary, as the case may be, may
within 365 days of an Asset Sale (other than an Asset Sale of the Company's
direct or indirect interest in XYZ Entertainment, as to which no such limit
would exist) (i) apply the Net Cash Proceeds of such Asset Sale to repay
Specified Indebtedness, (ii) apply such Net Cash Proceeds to an investment
in properties and assets of the Company or any Restricted Subsidiary that
will be used in a Related Business or to support the operations or working
capital requirements of a Related Business (but not an investment in a
business that is not a Related Business) or (iii) apply such Net Cash
Proceeds to (a) an investment in a Restricted Subsidiary that applies such
Net Cash Proceeds in a like fashion, (b) an investment in any person that
will become a Restricted Subsidiary as a result of such investment and that
2
<PAGE>
is engaged in a Related Business, (c) the acquisition of additional
interests in such a Restricted Subsidiary or (d) investments in
Unrestricted Subsidiaries and Unrestricted Affiliates that operate
principally or have been formed to operate principally a Related Business
to the extent otherwise permitted by the terms of the Indenture. Net Cash
Proceeds shall be applied under clauses (ii) and (iii) only to investments
in Approved Countries. The application of Net Cash Proceeds as specified in
clauses (ii) and (iii) shall be deemed to be an investment in "Replacement
Assets." Any Net Cash Proceeds from any Asset Sale that are neither used to
repay Specified Indebtedness nor invested in Replacement Assets in
accordance with this paragraph shall constitute "Excess Proceeds" subject
to disposition as provided below.
1.8 Section 4.18 of the Indenture, paragraphs (e) and (f), are hereby
amended to read in their entirety as follows:
(e) The Company may (i) revoke any Designation of a Subsidiary as an
Unrestricted Subsidiary, (ii) designate any Unrestricted Affiliate as a
Restricted Affiliate or (iii) designate any Unrestricted Subsidiary as a
Restricted Subsidiary (each, a "Revocation") if:
(A) no Default shall have occurred and be continuing at the time
of and after giving effect to such Revocation; and
(B) all Liens and Indebtedness of such Unrestricted Subsidiary or
Unrestricted Affiliate, as the case may be, outstanding immediately
following such Revocation would, if incurred at such time, have been
permitted to be incurred for all purposes of this Indenture.
(f) After the Issue Date, all Designations and Revocations under this
Section 4.18 must be evidenced by Board Resolutions of the Company
delivered to the Trustee certifying compliance with this Section 4.18.
2. This Supplemental Indenture is limited as specified and shall not
constitute a modification or waiver of any other provisions of the Indenture.
Except as specifically amended hereby, all provisions of the Indenture shall
remain in full force and effect.
3. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS SUPPLEMENTAL INDENTURE.
4. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.
IN WITNESS WHEREOF, the Company and the Trustee have caused this
Supplemental Indenture to be duly executed and delivered as of the date first
above written.
UIH AUSTRALIA/PACIFIC, INC.
By: /s/ Michael T. Fries
--------------------------------------------------
Name: Michael T. Fries
Title: President and Chief Executive Officer
FIRSTAR BANK OF MINNESOTA, N.A.,
as Trustee
By: /s/ Angela M. Weidell-LaBathe
--------------------------------------------------
Name: Angela M. Weidell-LaBathe
Title: Assistant Vice President
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<PAGE>
Exhibit 4.2
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE, dated as of July 20, 1999, between UIH
Australia/Pacific, Inc, a Colorado corporation (the "Company"), and Firstar Bank
of Minnesota, N.A., as trustee (the "Trustee").
WHEREAS, the Company and the Trustee are parties to an Indenture, dated as
of September 23, 1997 (the "Indenture");
WHEREAS, in accordance with Section 9.02 of the Indenture, the Company has
received the written consent of Holders of majority in principal amount of the
Securities outstanding as of the date hereof to certain amendments to the
Indenture, and in accordance therewith, the parties desire to amend the
Indenture as herein provided;
WHEREAS, capitalized terms used in this Supplemental Indenture without
being defined herein shall have the meanings given thereto in the Indenture;
NOW THEREFORE, it is agreed:
1. Amendments.
1.1 Section 1.1 of the Indenture is amended by adding the following
paragraph after the paragraph headed "Annualized Pro Forma Consolidated
Operating Cash Flow":
"Approved Countries" has the meaning set forth in Section 4.8(b)(vi).
1.2 Section 1.1 of the Indenture, paragraphs (c) and (d) of the
definition of "Permitted Indebtedness and Preferred Stock," are hereby amended
to read in their entirety as follows:
(c) Indebtedness of any Restricted Subsidiary engaged in a Related
Business; provided, however, that the aggregate principal amount of
-------- -------
Indebtedness incurred after May 14, 1996 pursuant to this clause (c) and
clause (d) below shall not exceed the sum of (x) $85,000,000 plus (y) 200%
of the sum of (A) cash proceeds of capital contributions to the Company
after May 14, 1996, and (B) cash proceeds of the issuance of Capital Stock
(other than Disqualified Capital Stock) of Company after May 14, 1996
(that, in the case of clauses (A) and (B), have been invested in Persons
that at the time of determination of the amount of Indebtedness permitted
under this clause (c) are Restricted Subsidiaries (other than cash proceeds
invested in United Wireless prior to the date it becomes a Restricted
Subsidiary));
(d) Indebtedness of the Company to the extent the proceeds of such
Indebtedness are invested in a Restricted Subsidiary that is engaged in a
Related Business; provided, however, that any such Indebtedness (i) shall
-------- -------
not provide for any required payment of principal prior to the Final
Maturity Date, (ii) shall not provide for any required payment of interest
prior to May 15, 2001 and (iii) shall not be guaranteed by any Restricted
Subsidiary; and provided further, however, that the aggregate principal
-------- ------- -------
amount of Indebtedness incurred after May 14, 1996 pursuant to this clause
(d) and clause (c) above shall not exceed the sum of (x) $85,000,000 plus
(y) 200% of the sum of (A) cash proceeds of capital contributions to the
Company after May 14, 1996, and (B) cash proceeds of the issuance of
Capital Stock (other than Disqualified Capital Stock) of Company after May
14, 1996 (that, in the case of clauses (A) and (B), have been invested in
Persons that at the time of determination of the amount of Indebtedness
permitted under this clause (d) are Restricted Subsidiaries (other than
cash proceeds invested in United Wireless prior to date it becomes a
Restricted Subsidiary));
1.3 Section 1.1 of the Indenture, the definition of "Restricted
Payment," is hereby amended to read in its entirety as follows:
"Restricted Payment" means any of the following: (i) the declaration
or payment of any dividend or any other distribution on Capital Stock of
the Company or any payment made to the direct or indirect holders
<PAGE>
(in their capacities as such) of Capital Stock of the Company (other than
dividends or distributions payable solely in Capital Stock (other than
Disqualified Stock) of the Company or in options, warrants or other rights
to purchase Capital Stock (other than Disqualified Stock) of the Company);
(ii) the purchase, redemption or other acquisition or retirement for value
of any Capital Stock of the Company (other than any such Capital Stock
owned by the Company or a Restricted Subsidiary); (iii) the making of any
principal payment on, or the purchase, redemption, defeasance or other
acquisition or retirement for value, prior to any scheduled maturity,
scheduled repayment or scheduled sinking fund payment, of any Subordinated
Indebtedness (other than any Subordinated Indebtedness held by a Restricted
Subsidiary); or (iv) the making of any Investment (other than a Permitted
Investment) in any person (other than an Investment by a Restricted
Subsidiary in the Company or an Investment by the Company or a Restricted
Subsidiary in either (x) a Restricted Subsidiary or (y) a person that
becomes a Restricted Subsidiary as a result of such Investment).
1.4 Section 1.1 of the Indenture, the definition of "Restricted
Subsidiary," is hereby amended to read in its entirety as follows:
"Restricted Subsidiary" means (i) any Subsidiary of the Company that
is not an Unrestricted Subsidiary or a Subsidiary of an Unrestricted
Subsidiary after giving effect to the definition of Unrestricted Subsidiary
and to all Designations and Revocations made under Section 4.18; and (ii)
any Restricted Affiliate.
1.5 Section 1.1 of the Indenture, the definition of "Unrestricted
Subsidiary," is hereby amended to read in its entirety as follows:
"Unrestricted Subsidiary" means any Subsidiary of the Company that is
an Unrestricted Subsidiary or a Subsidiary of an Unrestricted Subsidiary
after giving effect to all Designations and Revocations under Section 4.18.
Saturn and United Wireless and their Subsidiaries and the Subsidiaries of
the Company that hold the Company's interest in Saturn and United Wireless
shall initially be Unrestricted Subsidiaries under this Indenture, but may
become Restricted Subsidiaries in accordance with Section 4.18.
1.6 Clause (vi) of Section 4.8(b) of the Indenture is hereby amended
to read in its entirety as follows:
(vi) so long as no Default shall have occurred and be continuing,
Investments in Unrestricted Subsidiaries and Unrestricted Affiliates that
operate principally or have been formed to operate principally a Related
Business in countries in which the Company, directly, or indirectly, had
investments outstanding or conducted operations on May 14, 1996 ("Approved
Countries") in an amount, together with all investments in Unrestricted
Subsidiaries and Unrestricted Affiliates made by the Company since May 14,
1996, not to exceed $115,000,000 (or, to the extent non-U.S. dollar
denominated, the U.S. Dollar Equivalent thereof) in the aggregate at any
time outstanding, provided that no more than $108,000,000 in the aggregate
--------
of Investments under this clause (vi) (or to the extent non-U.S. dollar
denominated, the U.S. Dollar Equivalent thereof) shall constitute
Investments in persons other than XYZ Entertainment Limited, plus, in the
case of the disposition or repayment of any such Investment for cash
(including upon a Revocation after May 14, 1996 of a Designation made after
May 14, 1996), an amount equal to the lesser of the return of capital with
respect to such Investment and the cost of such Investment, in either case,
reduced by the excess, if any, of the cost of the disposition of such
Investment over the gain, if any, realized by the Company or such
Restricted Subsidiary in respect of such disposition;
1.7 Section 4.13 of the Indenture, the last three sentences of the
first paragraph, are hereby amended to read in their entirety as follows:
....The Company or such Restricted Subsidiary, as the case may be, may
within 365 days of an Asset Sale (other than an Asset Sale of the Company's
direct or indirect interest in XYZ Entertainment, as to which no such limit
would exist) (i) apply the Net Cash Proceeds of such Asset Sale to repay
Specified Indebtedness, (ii) apply such Net Cash Proceeds to an investment
in properties and assets of the Company or any Restricted Subsidiary that
will be used in a Related Business or to support the operations or working
capital requirements of a Related Business (but not an investment in a
business that is not a Related Business) or (iii) apply such Net Cash
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Proceeds to (a) an investment in a Restricted Subsidiary that applies such
Net Cash Proceeds in a like fashion, (b) an investment in any person that
will become a Restricted Subsidiary as a result of such investment and that
is engaged in a Related Business, (c) the acquisition of additional
interests in such a Restricted Subsidiary or (d) investments in
Unrestricted Subsidiaries and Unrestricted Affiliates that operate
principally or have been formed to operate principally a Related Business
to the extent otherwise permitted by the terms of the Indenture. Net Cash
Proceeds shall be applied under clauses (ii) and (iii) only to investments
in Approved Countries. The application of Net Cash Proceeds as specified
in clauses (ii) and (iii) shall be deemed to be an investment in
"Replacement Assets." Any Net Cash Proceeds from any Asset Sale that are
neither used to repay Specified Indebtedness nor invested in Replacement
Assets in accordance with this paragraph shall constitute "Excess Proceeds"
subject to disposition as provided below.
1.8 Section 4.18 of the Indenture, paragraphs (e) and (f), are hereby
amended to read in their entirety as follows:
(e) The Company may (i) revoke any Designation of a Subsidiary as an
Unrestricted Subsidiary, (ii) designate any Unrestricted Affiliate as a
Restricted Affiliate or (iii) designate any Unrestricted Subsidiary as a
Restricted Subsidiary (each, a "Revocation") if:
(A) no Default shall have occurred and be continuing at the time
of and after giving effect to such Revocation; and
(B) all Liens and Indebtedness of such Unrestricted Subsidiary or
Unrestricted Affiliate, as the case may be, outstanding immediately
following such Revocation would, if incurred at such time, have been
permitted to be incurred for all purposes of this Indenture.
(f) After the Issue Date, all Designations and Revocations under this
Section 4.18 must be evidenced by Board Resolutions of the Company
delivered to the Trustee certifying compliance with this Section 4.18.
2. This Supplemental Indenture is limited as specified and shall not
constitute a modification or waiver of any other provisions of the Indenture.
Except as specifically amended hereby, all provisions of the Indenture shall
remain in full force and effect.
3. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS SUPPLEMENTAL INDENTURE.
4. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.
IN WITNESS WHEREOF, the Company and the Trustee have caused this
Supplemental Indenture to be duly executed and delivered as of the date first
above written.
UIH AUSTRALIA/PACIFIC, INC.
By: /s/ Michael T. Fries
-------------------------------------------------
Name: Michael T. Fries
Title: President and Chief Executive Officer
FIRSTAR BANK OF MINNESOTA, N.A.,
as Trustee
By: /s/ Angela M. Weidell-LaBathe
-------------------------------------------------
Name: Angela M. Weidell-LaBathe
Title: Assistant Vice President
3
