September 10, 1997
EDGAR
Securities and Exchange Commission
Washington, DC 20549
Gentlemen:
Enclosed on behalf of MacKay-Shields Financial Corporation is an
initial Schedule 13G filing pursuant to Rule 13d-1(b)(2) setting
forth information with respect to the following security:
United International Hldgs, Common Stock
Would you please acknowledge receipt of the enclosed document
by affirmation
number.
Very truly yours,
MACKAY-SHIELDS FINANCIAL CORPORATION
By: /s/ Jeffry B. Platt
General Counsel
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No.__)*
United International Hldgs
(Name of issuer)
Common Stock
(Title of Class of Securities)
910734102
(CUSIP Number)
Check the following box if a fee is being paid with this statement
[]. (A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule 13d-7.)
*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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 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).
(Continued on following page(s))
Page 1 of 6 Pages
CUSIP No. 910734102 13G Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MacKay-Shields Financial Corporation 13-2631681
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
Not Applicable
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware (United States)
NUMBER OF 5 SOLE VOTING POWER
SHARES Not Applicable
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 3,798,934
EACH 7 SOLE DISPOSITIVE POWER
REPORTING Not Applicable
PERSON 8 SHARED DISPOSITIVE POWER
WITH 3,798,934 (See note at Item 4a below)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,798,934 (See note at Item 4a below)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.8% (See Item 4a on page 4)
12 TYPE OF REPORTING PERSON*
IA
SCHEDULE 13G
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
ITEM 1 (a) Name of Issuer:
United International Hldgs.
ITEM 1 (b) Address of Issuer's Principal Executive Offices:
4643 South Ulster St, Suite 1300
Denver, Co 80237
ITEM 2 (a) Name of Person Filing:
MacKay-Shields Financial Corporation
ITEM 2 (b) Address of Principal Business Office:
9 West 57th Street
New York, NY 10019
ITEM 2 (c) Citizenship:
United States
ITEM 2 (d) Title of Class of Securities:
Common Stock
ITEM 2 (e) CUSIP Number:
910734102
ITEM 3. If this statement is filed pursuant to Rules 13d-1 (b),
or 13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act
(e) [x] Investment adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund; see section 240.13d-1
(b)(1)(ii)(F)
Page 3 of 6 Pages
SCHEDULE 13G cont.
(g) [ ] Parent Holding Company, in accordance with section
240.13d-l(b)(ii)(G)
(Note: See Item 7)
(h) [ ] Group, in accordance with section 240.13d-1
(b)(1)(ii)(H)
ITEM 4. Ownership.
If the percent of the class owned, as of December 31
of the year covered by the statement, or as of the
last day of any month described in Rule 13d-l(b)(2),
if applicable, exceeds five percent, provide the
following information as of that date and identify those
shares which there is a right to acquire.
(a) Amount Beneficially Owned:
Aggregate 3,798,934 consisting of (i) 2,559,525 shares
of common stock and (ii) 1,239,409 shares of common
stock which may be acquired upon conversion of preferred
stock.
(b) Percent of Class:
13.8%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
Not Applicable
(ii) shared power to vote or to direct the vote
3,798,934
(iii) sole power to dispose or to direct the disposition
of
Not Applicable
(iv) shared power to dispose or to direct the disposition
of
3,798,934
Page 4 of 6 Pages
SCHEDULE 13G cont.
ITEM 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to
be the beneficial owner of more than five percent of the
class of securities, check the following [ ].
Not Applicable
ITEM 6. Ownership of More than Five Percent on Behalf of Another
Person.
If any other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities, a statement to that effect
should be included in response to this item and, if such interest
relates to more than five percent of the class, such person should
be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or
the beneficiaries of employee benefit plan, pension fund or
endowment fund is not required.
Clients of the filing investment manager have the right to
receive and the ultimate power to direct the receipt of dividends
from, or the proceeds of the sale of, such securities. The
interest of The MainStay Funds, a registered investment company,
relates to more than 10% of the class.
ITEM 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
If a parent holding company has filed this Form, so indicate
under Item 3 (g) and attach an exhibit stating the identity
and the Item 3 classification of the relevant subsidiary, and,
if applicable, a separate exhibit furnishing the information
called for by Rule 13d-l(b)(1)(ii)(G) with respect to non-qualified
subsidiaries.
Not Applicable
ITEM 8. Identification and Classification of Members of the Group.
If a group has filed this Schedule, so indicate under Item 3(h)
and attach an exhibit stating the identity and Item 3 classification of
each member of the group.
Not Applicable
Page 5 of 6 Pages
SCHEDULE 13G cont.
ITEM 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be
filed, if required, by members of the group, in their individual
capacity. See Item 5.
Not Applicable
ITEM 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the control
of the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purpose or effect.
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.
Date: September 10, 1997
Signature: /s/ Jeffry B. Platt
Name/Title: Jeffry B. Platt, General Counsel
Page 6 of 6 Pages
