UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
PRIMACOM AG
(Name of Issuer)
Ordinary Bearer Shares and American Depositary 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.
Anton M. Tuijten Legal Department
General Counsel UnitedGlobalCom, Inc.
United Pan-Europe Communications N.V. 4643 South Ulster Street
Fred. Roeskestraat 123, P.O. Box 74763 Suite 1300
1070 BT Amsterdam, The Netherlands Denver, Colorado 80237
(31) 20-778-9840 (303) 770-4001
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 3, 2000 and March 10 - 16, 2000
(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).
<PAGE>
CUSIP NO. 741 54N 108 13D Page 2 of 7 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
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
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) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED 8 SHARED VOTING POWER
BY 4,398,741
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
4,398,741
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,398,741
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.3%**
** Based on outstanding share information provided by PrimaCom AG.
14 TYPE OF REPORTING PERSON
OO
<PAGE>
CUSIP NO. 741 54N 108 13D Page 3 of 7 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) //
(b) /X/
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) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,398,741***
BENEFICIALLY
OWNED 8 SHARED VOTING POWER
BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 4,398,741***
WITH
10 SHARED DISPOSITIVE POWER
0
*** 4,382,841 Ordinary Bearer Shares and 31,800 American Depositary
Shares are owned directly by United Pan-Europe Communications N.V.,
which is a majority-owned subsidiary of UnitedGlobalCom, Inc. Although
United has the power to elect all of the supervisory board members of
UPC, the members of the supervisory board have a fiduciary duty to all
shareholders of UPC and are subject to other Dutch corporate law
principles as they exercise their control of UPC.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,398,741***
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.3%**
** Based on outstanding share information provided by PrimaCom AG.
14 TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP NO. 741 54N 108 13D Page 4 of 7 Pages
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 2, dated March 29, 2000 (this "Amendment"), amends
the original Schedule 13D, dated December 30, 1999, as amended by the Amendment
No. 1, dated January 19, 2000 (the "Schedule 13D"). This Amendment relates to
the ordinary bearer shares (the "Ordinary Bearer Shares") and the American
Depositary Shares of PrimaCom AG, a German stock corporation (the "Company"),
whose principal executive offices are located at Hegelstra e 61, 55122, Mainz,
Germany. The Company is engaged primarily in owning and operating cable
television systems in Germany. Each American Depositary Share represents
one-half of an Ordinary Bearer Share.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As reported on the Schedule 13D, as amended, as of January 6, 2000, UPC
had purchased a total of 3,868,260 of the Company's Ordinary Bearer Shares and
31,800 of the Company's American Depositary Shares. Since that date, UPC has
purchased additional Ordinary Bearer Shares in the following transactions:
1. On February 3, 2000, UPC purchased 7,000 additional Ordinary
Bearer Shares.
2. On March 10, 2000, UPC purchased 104,032 additional Ordinary
Bearer Shares.
3. On March 13, 2000, UPC purchased 191,218 additional Ordinary
Bearer Shares.
4. On March 14, 2000, UPC purchased 48,132 additional Ordinary
Bearer Shares.
5. On March 15, 2000, UPC purchased 123,462 additional Ordinary
Bearer Shares.
6. On March 16, 2000, UPC purchased 40,737 additional Ordinary
Bearer Shares.
As of the date of this Amendment, UPC owns an aggregate of 4,382,841 Ordinary
Bearer Shares, for which it paid a total purchase price of approximately
(U)290.3 million (approximately US$282.0 million as of March 16, 2000), and
31,800 American Depositary Shares, for which it paid a total purchase price of
US$956,000. Because each American Depositary Share represents one-half of an
Ordinary Bearer Share, UPC owns the equivalent of 4,398,741 Ordinary Bearer
Shares as of the date of this Amendment. UPC used its available working capital
to make all of the purchases described herein.
ITEM 4. PURPOSE OF TRANSACTION.
As of January 6, 2000, UPC had purchased Ordinary Bearer Shares
representing approximately 19.7% of the Ordinary Bearer Shares of the Company
(based upon outstanding share information provided by the Company), including
its ownership of American Depositary Shares. With the completion of the
transactions described in this Amendment, UPC currently owns approximately 22.3%
of the Ordinary Bearer Shares of the Company, including its ownership of
American Depositary Shares. The purpose of UPC's acquisitions of Ordinary Bearer
Shares and American Depositary Shares was to facilitate UPC's entry into the
German telecommunications market. 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%.
#604534 v4
<PAGE>
CUSIP NO. 741 54N 108 13D Page 5 of 7 Pages
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;
(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 March 16, 2000, UPC beneficially owned an
aggregate number of 4,382,841 Ordinary Bearer Shares and 31,800 American
Depositary Shares, which equates to a total of 4,398,741 Ordinary Bearer Shares.
As of the date of this Amendment, UPC beneficially owns approximately 22.3% of
the outstanding Ordinary Bearer Shares, including its ownership of American
Depositary Shares.
United: As of March 16, 2000, United, through its majority ownership
of UPC, beneficially owned an aggregate number of 4,382,841 Ordinary Bearer
Shares and 31,800 American Depositary Shares, which equates to a total of
4,398,741 Ordinary Bearer Shares. As of the date of this Amendment, United
beneficially owns approximately 22.3% of the outstanding Ordinary Bearer Shares,
including its ownership of American Depositary Shares. Although United has the
power to elect all of the supervisory board members of UPC, the members of the
supervisory board have a fiduciary duty to all shareholders of UPC and are
subject to other Dutch corporate law principles as they exercise their control
of UPC.
<PAGE>
CUSIP NO. 741 54N 108 13D Page 6 of 7 Pages
(b) UPC: UPC, as a majority-owned subsidiary of United, does
not have sole voting power or sole dispositive power of the 4,382,841 Ordinary
Bearer Shares and 31,800 American Depositary 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
sole dispositive power of the 4,382,841 Ordinary Bearer Shares and the 31,800
American Depositary Shares owned by UPC. Although United has the power to elect
all of the supervisory board members of UPC, the members of the supervisory
board have a fiduciary duty to all shareholders of UPC and are subject to other
Dutch corporate law principles as they exercise their control of UPC.
(c) Other than as described in the Schedule 13D and in this
Amendment, neither United nor UPC has effected any transactions in the Ordinary
Bearer Shares or the American Depositary 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 or American Depositary 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 or the American Depositary Shares.
(e) Not applicable.
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 or the American Depositary Shares of the Company.
<PAGE>
CUSIP NO. 741 54N 108 13D Page 7 of 7 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: March 29, 2000
/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
