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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PRIMACOM AG
(Name of Issuer)
Ordinary Bearer Shares
(Title of Class of Securities)
741 54N 108/+/
(CUSIP Number)
/+/ CUSIP number of American Depositary Shares which are quoted on NASDAQ NMS.
Ordinary Bearer Shares are not publicly traded in the United States.
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Anton M. Tuijten Legal Department
General Counsel UnitedGlobalCom, Inc.
United Pan-Europe Communications N.V. 4643 South Ulster Street, Suite 1300
Fred. Roeskestraat 123, P.O. Box 74763 Denver, Colorado 80237
1070 BT Amsterdam, The Netherlands (303) 770-4001
(31) 20-778-9840
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 21, 1999
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
/ /.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 8 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 741 54N 108 13D Page 2 of 10 Pages
1 NAME OF REPORTING PERSON
United Pan-Europe Communications N.V.*
* United Pan-Europe Communications N.V. is a majority-owned subsidiary of
UnitedGlobalCom, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
98-0190997
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED 8 SHARED VOTING POWER
BY 3,510,385
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
3,510,385
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,510,385
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2%**
** Based on the best information available to the reporting person.
14 TYPE OF REPORTING PERSON
OO
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CUSIP NO. 741 54N 108 13D Page 3 of 10 Pages
1 NAME OF REPORTING PERSON
UnitedGlobalCom, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
84-1116217
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 3,510,385***
BENEFICIALLY
OWNED 8 SHARED VOTING POWER
BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 3,510,385***
WITH
10 SHARED DISPOSITIVE POWER
0
*** 3,510,385 of the shares are owned directly by United Pan-Europe
Communications N.V., which is a majority-owned subsidiary of
UnitedGlobalCom, Inc.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,510,385***
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2%**
** Based on the best information available to the reporting person.
14 TYPE OF REPORTING PERSON
CO
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CUSIP NO. 741 54N 108 13D Page 4 of 10 Pages
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D, dated December 30, 1999 (the "Schedule 13D"), relates to
the ordinary bearer shares (the "Ordinary Bearer Shares") of PrimaCom AG, a
German stock corporation (the "Company"), whose principal executive offices are
located at HegelstraBe 61, 55122, Mainz, Germany. The Company is engaged
primarily in owning and operating cable television systems in Germany.
ITEM 2. IDENTITY AND BACKGROUND.
(a) UnitedGlobalCom, Inc. ("United"), a Delaware corporation, is a
holding company that owns businesses that provide cable television services,
Internet services, cable telephony services and other broadband communications
services in foreign countries. United owns approximately 55% of the outstanding
capital stock of United Pan-Europe Communications N.V. ("UPC").
UPC, a public company with limited liability organized under the laws of
The Netherlands, provides cable television services, Internet services and cable
telephony services in Europe.
United and UPC are making a single joint filing pursuant to Rule 13d-1(k).
The directors and executive officers of United and UPC are:
United UPC
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Gene W. Schneider Mark L. Schneider
Michael T. Fries John F. Riordan
Mark L. Schneider Charles H.R. Bracken
John F. Riordan Anton H.E. v. Voskuijlen
Albert M. Carollo Nimrod J. Kovacs
John P. Cole, Jr. Michael T. Fries
Lawrence J. DeGeorge John P. Cole, Jr.
John C. Malone Richard De Lange
Gregory B. Maffei Ellen P. Spangler
Curtis W. Rochelle Tina M. Wildes
Tina Wildes Gene W. Schneider
(b) The address of the principal business and principal office of UPC
and business address of each of its directors and officers is Fred. Roeskestraat
123, P.O. Box 74763, 1070 BT Amsterdam, The Netherlands. The address of the
principal business and principal office of United and business address of each
of its directors and officers is 4643 South Ulster Street, Suite 1300, Denver,
Colorado 80237.
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CUSIP NO. 741 54N 108 13D Page 5 of 10 Pages
(c) The present principal occupation or employment of each of the
directors and executive officers of United and UPC and the name, principal
business and address of any corporation or other organization in which such
employment is conducted is as follows:
United Directors and Officers:
------------------------------
Gene W. Schneider, Chief Executive Officer and Chairman of the Board of
United; 4643 South Ulster Street, Suite 1300, Denver, Colorado 80237; see also
listing under "UPC Directors and Officers."
Michael T. Fries, President of United; for principal business and address,
see above; President and Chief Executive Officer of UIH Asia/Pacific
Communications, Inc., a majority-owned subsidiary of United, and President of
UIH Latin America, Inc., a wholly owned subsidiary of United; see also listing
under "UPC Directors and Officers."
Mark L. Schneider, Director and Executive Vice President of United; for
principal business and address see above; see also listing under "UPC Directors
and Officers."
John F. Riordan, Director of United; for principal business and address see
above; see also listing under "UPC Directors and Officers."
Albert M. Carollo, Director of United; for principal business and address
see above; Chairman of Sweetwater Television Company, a cable company; P.O. Box
9, 602 Broadway, Rock Springs, Wyoming 82901.
John P. Cole, Jr., Director of United; for principal business and address
see above; partner of Cole, Raywid & Braverman, a law firm specializing in
telecommunications and media law; 1919 Pennsylvania Avenue, N.W., Washington,
District Of Columbia 20006; see also listing under "UPC Directors and Officers."
Lawrence J. DeGeorge, Director of United; for principal business and
address see above; private investor; DeG Capital Partners, 140 IntraCoastal
Pointe Drive, Jupiter, Florida 33477.
John C. Malone, Director of United; for principal business and address see
above; Chairman of the Board, Liberty Media Corporation; 9197 South Peoria
Street, Englewood, Colorado 80112; Chairman of the Board, TCI Satellite
Entertainment, Inc.; 8085 South Chester, Suite 300, Englewood, Colorado 80112.
Gregory B. Maffei, Director of United; for principal business and address
see above; Vice President, Finance and Chief Financial Officer, Microsoft
Corporation; One Microsoft Way, Redmond, Washington 98052-6399.
Curtis W. Rochelle, Director of United; for principal business and address
see above; rancher and owner of Rochelle Livestock; P.O. Box 1145, 2717 Carey
Avenue (82001), Cheyenne, Wyoming 82003.
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CUSIP NO. 741 54N 108 13D Page 6 of 10 Pages
Tina M. Wildes, Director and Senior Vice President of Operations and
Development Oversight of United; for principal business and address see above;
see also listing under "UPC Directors and Officers."
UPC Directors and Officers:
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Mark L. Schneider, Chief Executive Officer and Chairman of the Board of
Management of UPC; Fred. Roeskestraat 123, P.O. Box 74763, 1070 BT Amsterdam,
The Netherlands; see also listing under "United Directors and Officers."
John F. Riordan, Vice Chairman of Board of Management and President of UPC;
for principal business and address, see above; Chief Executive Officer of chello
broadband n.v., a subsidiary of UPC; Fred. Roeskestraat 123, P.O. Box 74763,
1070 BT Amsterdam, The Netherlands; see also listing under "United Directors and
Officers."
Charles H.R. Bracken, Board of Management Member, Chief Financial Officer
and Managing Director of Strategy, Acquisitions and Corporate Development of
UPC; for principal business and address, see above.
Anton H.E. v. Voskuijlen, Board of Management Member and Senior Vice
President of UPC; for principal business and address, see above.
Nimrod J. Kovacs, Board of Management Member and Managing Director, Eastern
Europe of UPC; for principal business and address, see above.
Michael T. Fries, Chairman of the Supervisory Board of UPC; for principal
business and address, see above; see also listing under "United Directors and
Officers."
John P. Cole, Jr., Supervisory Director of UPC; for principal business and
address, see above; see also listing under "United Directors and Officers."
Richard De Lange, Supervisory Director of UPC; for principal business and
address, see above; Chairman of Philips Nederland B.V. and Nederlandse Philips
Bedrijven B.V. and President and Chief Executive Officer of Philips Media B.V.;
Boschdijk 525, 5621 JG Eindhoven, The Netherlands.
Ellen P. Spangler, Supervisory Director of UPC; for principal business and
address, see above; Senior Vice President of Business and Legal Affairs and
Secretary of United; for principal business and address see above.
Tina M. Wildes, Supervisory Director of UPC; for principal business and
address, see above; see also listing under "United Directors and Officers."
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CUSIP NO. 741 54N 108 13D Page 7 of 10 Pages
Gene W. Schneider, Advisor to the Supervisory Board of UPC; for principal
business and address, see above; see also listing under "United Directors and
Officers."
(d) and (e) None of the above named persons have, during the last five
years, (i) been convicted in a criminal proceeding or (ii) been a party to a
civil proceeding and as a result of which was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws, or a
judgment, decree or final order finding any violations with respect to such
laws.
(f) All of the above named persons are citizens of the United States
of America with the following exceptions: Charles H.R. Bracken is a citizen of
the United Kingdom; Richard De Lange is a citizen of The Netherlands; Anton H.E.
v. Voskuijlen is a citizen of The Netherlands; and John F. Riordan is a citizen
of Ireland.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
On December 21, 1999, UPC closed the purchase of 3,510,385 of the Company's
Ordinary Bearer Shares for (Euro)63 per share (approximately US$63.52 as of
December 21, 1999), or a total purchase price of approximately (Euro)221.2
million (approximately US$223.0 million as of December 21, 1999). UPC used its
available working capital to make the purchase.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the acquisition described herein was to facilitate UPC's
entry into the German telecommunications market. UPC currently owns
approximately 17.2% of the Ordinary Bearer Shares of the Company. UPC's current
intent is to purchase additional shares, on the market or otherwise, from time
to time to increase its ownership interest in the Company to at least 25.1%.
Except as described herein, United and UPC have no present plan or proposal
that relates to or would result in:
(a) the acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;
(b) an extraordinary corporate transaction, involving the Company or
any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company
or any of its subsidiaries;
(d) any change in the present board of directors of the Company or
management of the Company;
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CUSIP NO. 741 54N 108 13D Page 8 of 10 Pages
(e) any material change in the present capitalization or dividend
policy of the Company;
(f) any material change in the Company's business or corporate
structure;
(g) any change in the Company's certificate of incorporation or
bylaws, or other action which may impede the acquisition of control of the
Company by any person;
(h) causing a class of securities of the Company to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association;
(i) a class of equity securities of the company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) any action similar to any of the foregoing.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) UPC: As of December 21, 1999, UPC beneficially owned an aggregate
---
number of 3,510,385 Ordinary Bearer Shares. UPC beneficially owns approximately
17.2% of the outstanding Ordinary Bearer Shares.
United: As of December 21, 1999, United, through its majority ownership of
------
UPC, beneficially owned an aggregate number of 3,510,385 Ordinary Bearer Shares.
United beneficially owns approximately 17.2% of the outstanding Ordinary Bearer
Shares.
(b) UPC: UPC, as a majority-owned subsidiary of United, does not have
---
sole voting power or sole dispositive power of the 3,510,385 Ordinary Bearer
Shares owned by it but has shared voting power and shared dispositive power of
such shares with United.
United: United, as the parent company of UPC, has sole voting power and
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sole dispositive power of the 3,510,385 Ordinary Bearer Shares owned by UPC.
(c) Other than as described herein, neither United nor UPC has
effected any transactions in the Ordinary Bearer Shares during the past 60 days.
To the best of the knowledge of each of United and UPC, none of the
directors and officers named in Item 2 has effected any transaction in any
Ordinary Bearer Shares during the past 60 days.
(d) Each of United and UPC affirms that, to the best of their
knowledge, no other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Ordinary Bearer
Shares.
(e) Not applicable.
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CUSIP NO. 741 54N 108 13D Page 9 of 10 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS,
UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as described herein, no filing person is a party to any contract,
arrangement or understanding with respect to the Ordinary Bearer Shares of the
Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Joint Filing Statement (included in signature page).
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CUSIP NO. 741 54N 108 13D Page 10 of 10 Pages
ITEM 8. SIGNATURE.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Pursuant to Rule 13d-1(k) this Schedule 13D is filed jointly on behalf of
each of United Pan-Europe Communications N.V. and UnitedGlobalCom, Inc.
Dated: December 30, 1999
/s/ Anton M. Tuijten
--------------------------
United Pan-Europe Communications N.V.
By: Anton M. Tuijten
General Counsel
/s/ Ellen P. Spangler
---------------------------
UnitedGlobalCom, Inc.
By: Ellen P. Spangler
Senior Vice President of Business and
Legal Affairs
