<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[X] Definitive Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6 (E)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
United International Holdings, Inc.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Aggregate number of securities to which transaction applies:
(2) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(3) Proposed maximum aggregate value of the transaction to the Registrant:
(4) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
UNITED INTERNATIONAL HOLDINGS, INC.
4643 S. Ulster Street, Suite 1300
Denver, Colorado 80237
-----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held August 29, 1996
---------------------
Dear Fellow Stockholder:
The annual meeting of stockholders (the "Meeting") of United
International Holdings, Inc., a Delaware corporation (the "Company"), will be
held at the Denver Marriott Tech Center, 4900 South Syracuse St., Denver,
Colorado 80237, on Thursday, August 29, 1996, at 10:00 a.m. local time for the
purpose of considering and acting on (i) the election of three Directors in
Class III to serve until the 1999 annual meeting of stockholders and (ii) the
ratification of the appointment of Arthur Andersen LLP to serve as independent
auditors for the Company for the fiscal year ending February 28, 1997.
Holders of record of the Company's Class A Common Stock and Class B
Common Stock at the close of business on July 22, 1996, will be entitled to
notice of and to vote at the Meeting and any adjournment or postponement
thereof.
All stockholders are cordially invited to attend the Meeting. Shares
can only be voted at the Meeting if the holder is present or represented by
proxy. If you do not expect to attend the Meeting, you are urged to date and
sign the enclosed proxy and return it in the accompanying, postage prepaid
envelope promptly, so your shares may be voted in accordance with your wishes
and the presence of a quorum may be assured. The giving of such proxy does not
affect your right to vote in person in the event you attend the Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Bernard G. Dvorak
Bernard G. Dvorak
Chief Financial Officer and Secretary
Denver, Colorado
July 26, 1996
<PAGE>
UNITED INTERNATIONAL HOLDINGS, INC.
4643 South Ulster Street, Suite 1300
Denver, Colorado 80237
--------------------------
PROXY STATEMENT
--------------------------
This Proxy Statement is being furnished to holders of Class A Common
Stock and Class B Common Stock, each $.01 par value per share (collectively,
"Common Stock"), of United International Holdings, Inc., a Delaware corporation
("UIHI" or the "Company") in connection with the solicitation of proxies by the
Board of Directors of the Company (the "Board") for use at the Annual Meeting of
the Company's stockholders (the "Meeting") to be held on Thursday, August 29,
1996, at the Denver Marriott Tech Center, 4900 South Syracuse St., Denver,
Colorado 80237, commencing at 10:00 a.m. local time and at any adjournment or
postponement thereof, for the purpose set forth in the accompanying Notice of
Annual Meeting of Stockholders.
This Proxy Statement and the accompanying forms of proxy are first
being mailed to stockholders of UIHI on or about August 2, 1996.
Voting Rights; Record Date
The Board has fixed the close of business on July 22, 1996, as the
record date for the determination of stockholders entitled to receive notice of
and to vote at the Meeting. Accordingly, only holders of record of shares of
Common Stock at the close of business on that date will be entitled to notice of
and to vote at the Meeting. As of July 24, 1996, the Company had outstanding
25,768,398 shares of Class A Common Stock and 13,256,469 shares of Class B
Common Stock.
The Class A Common Stock and Class B Common Stock vote together as a
single class on all matters except where class voting is required by the
Delaware General Corporation Law. Each share of Class A Common Stock has one
vote and each share of Class B Common Stock has ten votes. The affirmative vote
of a majority of the combined voting power of the shares of Common Stock
represented in person or by proxy at the Meeting will be required to ratify or
approve a proposal. Directors are elected by a majority of the combined voting
power of the shares represented in person or by proxy and entitled to vote.
With respect to the election of Directors, stockholders of the Company
may vote in favor of the nominees, may withhold their vote for the nominees, or
may withhold their vote as to specific nominees. With respect to the other
proposals for stockholder action, stockholders of the Company may vote in favor
of or against the proposal.
The presence, in person or by proxy, of the holders of a majority of
the combined voting power of the outstanding shares of Common Stock entitled to
vote at the Meeting is necessary to constitute a quorum.
Proxies
All shares of Common Stock represented by properly executed proxies
received prior to or at the Meeting, and not revoked, will be voted in
accordance with the instruction indicated in such proxies; however, a properly
executed proxy marked "ABSTAIN, " although counted for purposes of determining
whether there is a quorum at the Meeting, will not be voted and will have the
same effect as a negative vote. If no specific instructions are given with
respect to the matters to be acted upon at the Meeting, shares of Common Stock
represented by a properly executed proxy will be voted FOR (1) the election of
all three nominees listed under the caption "Election of Directors" and (2) the
ratification of the appointment of Arthur Andersen LLP to serve as independent
auditors for the Company for the fiscal year ending February 28, 1997. Broker
non-votes are not counted for any purpose in determining whether a matter has
been approved.
1
<PAGE>
A stockholder may revoke his or her proxy at any time prior to its use
by delivering to the Secretary of the Company a signed notice of revocation or a
later dated signed proxy or by attending the Meeting and voting in person.
Attendance at the Meeting will not in itself constitute the revocation of a
proxy. Any written notice of revocation or subsequent proxy should be sent or
hand delivered so as to be received by United International Holdings, Inc., 4643
South Ulster Street, Suite 1300, Denver, Colorado, 80237, Attention: Secretary,
at or before the vote to be taken at the Meeting.
The cost of solicitation of proxies will be paid by the Company. In
addition to solicitation by mail, officers and regular employees of the Company
may solicit proxies by telephone, telegram, or by personal interviews. Such
persons will receive no additional compensation for such services. Brokerage
houses, nominees, fiduciaries and other custodians will be requested to forward
soliciting material to the beneficial owners of shares held of record by them
and will be reimbursed for their reasonable expenses.
Annual Report
A copy of the Annual Report to Stockholders, which includes the
consolidated financial statements of the Company for the fiscal year ended
February 29, 1996, is being mailed with this Proxy Statement to all Stockholders
entitled to vote at the Meeting. The Annual Report to Stockholders does not
form any part of the material for solicitations of proxies.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information concerning the ownership of
Common Stock of all classes as of July 24, 1996, by (i) each stockholder who is
known by the Company to own beneficially more than 5% of the outstanding Class A
Common Stock or Class B Common Stock at such date, (ii) each director of the
Company, (iii) each executive officer of the Company listed in the Summary
Compensation Table below, and (iv) all directors and executive officers of the
Company as a group, as of July 24, 1996. Shares of Class B Common Stock are
convertible immediately into shares of Class A Common Stock on a one-for-one
basis, and accordingly, holders of Class B Common Stock are deemed to own the
same number of shares of Class A Common Stock. The table below also reflects
deemed beneficial ownership of Class A Common Stock or Class B Common Stock
resulting from the voting provisions of a stockholders' agreement between the
Company, Apollo Cable Partners, L.P. ("Apollo") and certain stockholders of the
Company (the "Founders") (the "Stockholders' Agreement"). See "Certain
Transactions-The Apollo Transaction."
2
<PAGE>
<TABLE>
<CAPTION>
Beneficial Ownership Other
Than Deemed Beneficial
Ownership as a Result of the
Stockholders' Agreement
----------------------------------------------
Class A Common Stock
and
Class B Common Stock
----------------------------------------------
Percent of
Number Percent Total Vote
------ ------- ----------
<S> <C> <C> <C>
Gene W. Schneider (1)(2)................ 2,731,782 7.0% 16.5%
Bernard G. Dvorak(3).................... 192,177 * *
Michael T. Fries (4).................... 165,635 * *
Vernon F. Kenley(5)..................... 39,500 * *
Nimrod J. Kovacs(6)..................... 142,297 * *
David J. Leonard(7)..................... 63,021 * *
Albert M. Carollo(1)(8)................. 141,210 * *
Lawrence J. DeGeorge(1)(9).............. 718,304 1.8 4.3
William J. Elsner(1)(10)................ 1,027,839 2.6 5.4
Joseph E. Giovanini(1)(11).............. 1,812,140 4.6 11.3
Antony P. Ressler(12)................... 27,500 * *
Curtis Rochelle(1)(13).................. 1,154,654 3.0 7.0
Mark L. Schneider(1)(14)................ 450,118 1.2 1.9
Bruce Spector(15)....................... 27,500 * *
Edward G. Jepsen (16)................... 673,304 1.7 4.2
All directors and executive officers
as a group (16 persons)................ 8,728,938 22.4 48.8
Apollo (17)............................. 4,261,364 10.9 26.9
Janet Schneider(18)..................... 322,621 * 1.9
Philips Media Networks B.V. (19)........ 3,169,151 8.1 2.0
Neuberger & Berman(20).................. 3,117,800 8.0 2.0
Media International Holdings
Limited(21)........................... 1,663,960 4.3 1.1
<CAPTION>
Beneficial Ownership, including Deemed
Beneficial Ownership as a
Result of the
Stockholders' Agreement
-------------------------------------------------------------
Percentage of All
Class A Class B Outstanding
Common Stock Common Stock Common Stock
------------------- ----------------- ------------------
Number Percent Number Percent Number Vote
------ ------- -------- ------- ------ ----
<S> <C> <C> <C> <C> <C> <C>
Gene W. Schneider (1)(2)................ 13,526,063 35.5% 12,362,307 93.3% 34.7% 78.8%
Bernard G. Dvorak(3).................... 192,177 * 103,698 * * *
Michael T. Fries (4).................... 165,635 * 61,956 * * *
Vernon F. Kenley(5)..................... 39,500 * -- -- * *
Nimrod J. Kovacs(6)..................... 142,297 * 40,833 * * *
David J. Leonard(7)..................... 63,021 * -- -- * *
Albert M. Carollo(1)(8)................. 13,526,063 35.5 12,362,307 93.3 34.7 78.8
Lawrence J. DeGeorge(1)(9).............. 13,526,063 35.5 12,362,307 93.3 34.7 78.8
William J. Elsner(1)(10)................ 13,526,063 35.5 12,362,307 93.3 34.7 78.8
Joseph E. Giovanini(1)(11).............. 13,526,063 35.5 12,362,307 93.3 34.7 78.8
Antony P. Ressler(12)................... 27,500 * -- -- * *
Curtis Rochelle(1)(13).................. 13,526,063 35.5 12,362,307 93.3 34.7 78.8
Mark L. Schneider(1)(14)................ 13,526,063 35.5 12,362,307 93.3 34.7 78.8
Bruce Spector(15)....................... 27,500 * -- -- * *
Edward G. Jepsen (16)................... 13,526,063 35.5 12,362,307 93.3 34.7 78.8
All directors and executive officers
as a group (16 persons)................ 14,218,954 37.3 12,580,244 94.9 36.4 80.5
Apollo (17)............................. 13,526,063 35.5 12,362,307 93.3 34.7 78.8
Janet Schneider(18)..................... 13,526,063 35.5 12,362,307 93.3 34.7 78.8
Philips Media Networks B.V. (19)........ 3,169,157 12.3 -- -- 8.1 2.0
Neuberger & Berman(20).................. 3,117,800 12.1 -- -- 8.0 2.0
Media International Holdings
Limited(21)........................... 1,663,960 6.5 -- -- 4.3 1.1
</TABLE>
* Less than 1%.
(1) The address of Messrs. G. Schneider, Carollo, DeGeorge, Elsner, Giovanini,
Rochelle and M. Schneider is c/o United International Holdings, Inc., 4643
South Ulster Street, Suite 1300, Denver, Colorado 80237.
(2) Includes 123,333 shares of Class A Common Stock that are subject to
presently exercisable options. Also includes 1,531,756 shares of Class B
Common Stock owned by G. Schneider Holdings Co. (c/o United International
Holdings, Inc., 4643 South Ulster Street, Suite 1300, Denver, CO 80237).
The fourth through ninth columns also include 9,758,943 shares of Class B
Common Stock and 1,035,338 shares of Class A Common Stock owned by other
parties to the Stockholders' Agreement, as to which Mr. Schneider disclaims
beneficial ownership.
(3) Includes 84,479 shares of Class A Common Stock that are subject to
presently exercisable options.
(4) Includes 99,479 shares of Class A Common Stock that are subject to
presently exercisable options.
(5) Includes 39,500 shares of Class A Common Stock that are subject to
presently exercisable options.
(6) Includes 77,708 shares of Class A Common Stock that are subject to
presently exercisable options.
(7) Includes 58,021 shares of Class A Common Stock that are subject to
presently exercisable options.
(8) Includes 30,000 shares of Class A Common Stock that are subject to
presently exercisable options. The fourth through ninth columns also
include 111,206 shares of Class B Common Stock owned by Albert & Carolyn
Company, 111,206 shares of Class B Common Stock owned by the James R.
Carollo Living Trust, 111,204 shares of Class B Common Stock owned by John
B. Carollo Living Trust, and 11,917,481 shares of Class B Common Stock and
1,133,756 shares of Class A Common Stock owned by other parties to the
Stockholders' Agreement, as to which Mr. Carollo disclaims beneficial
ownership. The address of Albert & Carolyn Company, the James R. Carollo
Living Trust and the John B. Carollo Living Trust is c/o Sweetwater
Television Co., P.O. Box 8, 602 Broadway, Rock Springs, WY 82901.
(9) Includes 30,000 shares of Class A Common Stock that are subject to
presently exercisable options and 668,304 shares of Class B Common Stock
owned by Amphenol Corporation (358 Hall Avenue, Wallington, CT 06492), of
which Mr. DeGeorge is Chairman of the Board. The fourth through ninth
columns also include 11,694,003 shares of Class B Common Stock and
1,113,756 shares of Class A Common Stock owned by other parties to the
Stockholders' Agreement, as to which Mr. DeGeorge disclaims beneficial
ownership.
(10) Includes 190,000 shares of Class A Common Stock that are subject to
presently exercisable options. The fourth through ninth columns also
include 11,529,553 shares of Class B Common Stock and 968,671 shares of
Class A Common Stock owned by other parties to the Stockholders' Agreement,
as to which Mr. Elsner disclaims beneficial ownership.
(11) Includes 30,000 shares of Class A Common Stock that are subject to
presently exercisable options and 398,568 shares of Class B Common Stock
owned by Giovanini Partners (3745 West Esther Way, Box 607, Teton Village,
WY 83025). The fourth through ninth columns also include 10,580,167 shares
of Class B Common Stock and 1,133,756 shares of Class A Common Stock owned
by other parties to the Stockholders' Agreement, as to which Mr. Giovanini
disclaims beneficial ownership.
(12) Includes 27,500 shares of Class A Common Stock that are subject to
presently exercisable options.
(13) Includes 30,000 shares of Class A Common Stock that are subject to
presently exercisable options. Also includes 111,184 shares of Class B
Common Stock owned by Marian Rochelle (Box 996, Rawlins, WY 82301) and
998,470 shares of Class B Common Stock owned by the Curtis Rochelle Trust.
The fourth through ninth columns also include 38,456 shares of Class B
Common Stock owned by Kathleen Jaure (Box
3
<PAGE>
321, Rawlins, WY 82301), 38,456 shares of Class B Common Stock owned by Jim
Rochelle (Box 967, Gillette, WY 82717), 11,175,741 shares of Class B Common
Stock and 1,118,756 shares of Class A Common Stock owned by other parties
to the Stockholders' Agreement, as to which Mr. Rochelle disclaims
beneficial ownership.
(14) Includes 159,750 shares of Class A Common Stock that are subject to
presently exercisable options. The fourth through ninth columns also
include 12,071,939 shares of Class B Common Stock and 1,004,006 shares of
Class A Common Stock owned by other parties to the Stockholders' Agreement,
as to which Mr. Schneider disclaims beneficial ownership.
(15) Includes 27,500 shares of Class A Common Stock that are subject to
presently exercisable options.
(16) Includes 668,304 shares of Class B Common Stock owned by Amphenol
Corporation, of which Mr. Jepsen is Executive Vice President, Chief
Financial Officer and a director, as to which Mr. Jepsen disclaims
beneficial ownership. The fourth through ninth columns also include
11,694,003 shares of Class B Common Stock and 1,163,756 of Class A Common
Stock owned by other parties to the Stockholders' Agreement, as to which
Mr. Jepsen disclaims beneficial ownership.
(17) Represents 4,261,364 shares of Class B Common Stock owned by Apollo. The
fourth through ninth columns also include 8,100,943 shares of Class B
Common Stock and 1,163,756 of shares of Class A Common Stock owned by other
parties to the Stockholders' Agreement, as to which Apollo disclaims
beneficial ownership. The address of Apollo is c/o Apollo Advisors, L.P.,
Two Manhattanville Road, Purchase, New York 10577. Apollo Advisors, L.P. is
the managing general partner of AIF II, L.P., the general partner of
Apollo. Antony Ressler and Bruce Spector, directors of the Company, are
also officers of Apollo Advisors, L.P. Each of Messrs. Ressler and Spector
expressly disclaims beneficial ownership of the shares held by Apollo.
(18) Includes 129,847 shares of Class B Common Stock owned by family members and
192,774 shares of Class B Common Stock owned by The Janet Schneider
Revocable Trust. The address for the family members and The Janet Schneider
Revocable Trust is 3500 Alpine Drive, Casper, WY 82601. The fourth through
ninth columns also include 12,069,686 shares of Class B Common Stock and
1,133,756 shares of Class A Common Stock owned by other parties to the
Stockholders' Agreement, as to which Ms. Schneider disclaims beneficial
ownership.
(19) The address of Philips Media Networks B.V. is P.O. Box 218, 5600 Md
Eindhoven, The Netherlands.
(20) The address of Neuberger & Berman is 605 Third Avenue, New York, New York,
10158-3698 per the NASDAQ Stock Market Corporate Record.
(21) Represents shares of Class A Common Stock exercisable upon conversion of
166,396 shares of the Company's Convertible Preferred Stock, Series A. The
address of Media International Holdings Limited is c/o ITC, Amsteldijk
166, 1079 LH, Amsterdam, The Netherlands.
PROPOSAL 1 - Election of Directors
The number of members of the Company's Board of Directors is currently fixed
at ten. The Company's Restated Certification of Incorporation provides for a
classified Board of Directors. For purposes of determining their terms,
directors are divided into three classes. The Class I directors, whose terms
expire at the 1997 annual meeting of stockholders, include Messrs. Carollo,
DeGeorge, Ressler and Mark L. Schneider. The Class II directors, whose terms
expire at the 1998 annual meeting, include Messrs. Elsner, Jepsen and Spector.
The Class III directors, whose terms expire at the Meeting, include Messrs.
Giovanini, Rochelle and Gene W. Schneider. Each director elected at each such
meeting will serve for a term ending on the date of the third annual meeting of
stockholders after his election or until his earlier death, resignation or
removal.
Proxies are solicited in favor of the nominees for Class III directors named
below and it is intended that the proxies will be voted for the three nominees
unless otherwise specified. In the event that any of the nominees should be
unable to serve as directors, an event that the Company does not presently
anticipate, it is intended that the proxies will be voted for the election of
such other person, if any, as shall be designated by the Board of Directors.
Information concerning the Nominees
Gene W. Schneider, 69, has served as Chairman of the Board of Directors of
the Company since May 1989 and was a director of United International Holdings,
a Colorado general partnership of which the Company was a subsidiary prior to
its initial public offering (the "Partnership") from September 1989 until its
dissolution in December 1993. On October 1, 1995, Mr. Schneider became the
Company's Chief Executive Officer. On May 24, 1996, the Company formed an
Office of the Chairman, of which Mr. Schneider is a member. Mr. Schneider was,
until November 1991, Chairman of United Artists Entertainment Company ("United
Artists"), the third-largest cable television company, and the largest theater
owner, in the world. He was a founder of United Cable Television Corporation
("United Cable") in the early 1950s and, as its Chairman and Chief Executive
Officer, built United Cable into the eighth-largest multiple system operator
prior to merging with United Artists. He has been active in cable television
affairs and has served on numerous National Cable Television Association
("NCTA") committees and special projects since NCTA's inception in the early
1950s. He also has served on the boards of directors of several other companies,
including Turner Broadcasting Corporation.
4
<PAGE>
Joseph E. Giovanini, 63, has been a director of the Company since April 1993
and was a director of the Partnership from September 1989 until its dissolution
in December 1993. Mr. Giovanini is General Partner of Giovanini Investments,
Ltd., Jackson, Wyoming and manages personal investments. He was a director of
United Artists from December 1988 to November 1991 and a director of United
Cable from 1974 to 1989.
Curtis W. Rochelle, 81, has been a director of the Company since April 1993
and was a director of the Partnership from September 1989 until its dissolution
in December 1993. He is a rancher in Rawlins, Wyoming, and the owner of Rochelle
Livestock. Mr. Rochelle also is a director and Vice President of Lander Energy
Company, a real estate developer in Fort Collins, Colorado, and was a director
of United Artists from December 1988 to November 1991. Mr. Rochelle also was a
director of United Cable from 1974 to 1989.
The Board of Directors recommends a vote FOR each nominee.
Directors Whose Terms Expire in 1997
Albert M. Carollo, 82, has been a director of the Company since April 1993 and
was a director of the Partnership from December 1990 until its dissolution in
December 1993. He served as a director of United Artists from December 1988 to
November 1991 and has been President of Sweetwater Television Company since
1955. Mr. Carollo was a director of United Cable from 1974 until 1989.
Lawrence J. DeGeorge, 80, has been a director of the Company since April 1993
and was a director of the Partnership from September 1989 until its dissolution
in December 1993. He has also been Chairman of the Board and Chief Executive
Officer of Amphenol Corporation ("Amphenol"), a major international manufacturer
of electrical, electronic and fiber-optic connectors, cable and cable
assemblies, since May 1987. Since 1985, Mr. DeGeorge has been the Chief
Executive Officer of Amphenol's subsidiary, Times Fiber Television
Communications, Inc. ("Times Fiber") a major U.S. manufacturer of coaxial cable
for the cable television industry.
Antony P. Ressler, 35, has been a director of the Company since October 1993.
Since its inception in 1990, Mr. Ressler has been a partner of Apollo Advisors,
L.P. and Lion Advisors, L.P., which through several funds represent
institutional investors with respect to corporate acquisitions and securities
investments. From 1988 to 1990, he was a Senior Vice President in the High Yield
Bond Department of Drexel Burnham Lambert Incorporated, a firm he joined in
1985. Mr. Ressler is also a director of Dominck's Supermarkets, Inc., Family
Restaurants, Inc., Forum Group, Inc., Gillett Holdings, Inc. and Packaging
Resources, Inc.
Mark L. Schneider, 41, served as President from July 1992 to June 1, 1995, and
has been a director of the Company since April 1993. Since June 1995, Mr.
Schneider has served as a consultant to the Company. On May 24, 1996, the
Company formed an Office of the Chairman of which Mr. Schneider, Chief of
Strategic Planning and Business Oversight, is a member. From 1989 until July
1992 he was Senior Vice President of the Company. Mr. Schneider was a director
of the Partnership from September 1989 until its dissolution in December 1993.
Mr. Schneider was also a director of United Artists from May 1991 until November
1991.
Directors Whose Terms Expire in 1998
William J. Elsner, 44, has served as a director of the Company since 1989 and
Chief Executive Officer from July 1992 through October 1, 1995. Since October
1995, Mr. Elsner has served as a consultant to the Company. From May 1989 to
July 1992, Mr. Elsner served as President of the Company. He was a director of
the Partnership from September 1989 until its dissolution in December 1993. Mr.
Elsner has 16 years of experience in the cable television industry. Mr. Elsner
was also a director of United Artists from 1989 until 1991. Mr. Elsner is also
a director of Black Rock Golf Corporation.
Edward G. Jepsen, 53, has served as a director of the Company since December
1995. He has been Executive Vice President and Chief Financial Officer of
Amphenol since May 1989 and a director of Amphenol since January 1991. He has
been the Executive Vice President and Chief Financial Officer of Amphenol's
subsidiary, Times Fiber since May 1989. Mr. Jepsen is also a director of TRC
Company, Inc., an environmental research firm. He was executive vice president,
chief financial officer and controller of LPL Technologies, Inc. ("LPL") from
November 1988 to December 1992 and a director of LPL from January 1991 to
December 1992.
5
<PAGE>
Bruce H. Spector, 53, has been a director of the Company since October 1993.
Mr. Spector served as a consultant to Apollo Advisors, L.P. from October 1992
until March 1995 when he became a principle of the firm. Prior to joining
Apollo, Mr. Spector was a senior member of the Los Angeles law firm of Stutman,
Treister & Glatt Professional Corporation for nearly 25 years. Mr. Spector is
also a director of Vail Holdings, Inc. and Telemundo Group, Inc.
Gene W. Schneider and Mark L. Schneider are father and son. No other family
relationships exist between any other executive officers or directors of the
Company.
Committees and Meetings
The Board has standing Audit and Compensation Committees. The Board does not
have a nominating committee.
Audit Committee. The Audit Committee consists of three independent directors
who are not affiliates or present or former employees of the Company. Messrs.
Carollo, DeGeorge and Giovanini currently serve as the members of the Audit
Committee. The Audit Committee met one time during the fiscal year ended
February 29, 1996. The Audit Committee is charged with reviewing the general
scope of audit coverage, matters relating to the Company's internal control
systems, and other accounting and auditing issues.
Compensation Committee. The Compensation Committee currently consists of all
non-employee directors: Messrs. Carollo, DeGeorge, Giovanini, Jepsen, Ressler,
Rochelle and Spector. The Compensation Committee met three times during Fiscal
1996. The Compensation Committee administers the Company's stock option plans,
and in this capacity approves all option grants to Company officers and
executives under the Company's 1993 Stock Plan. It also makes recommendations
to the Board of Directors with respect to the compensation of the Chairman of
the Board and Chief Executive Officer and approves the compensation paid to
other senior executives. The Compensation Committee's report for Fiscal 1996 is
included in this proxy statement.
During Fiscal 1996, the Board of Directors met 13 times.
Executive Compensation
The following table sets forth the aggregate annual compensation for the
Company's executive officers for services rendered during the fiscal years ended
February 29, 1996 and February 28, 1995 and 1994 ("Fiscal 1996," "Fiscal 1995"
and "Fiscal 1994," respectively).
6
<PAGE>
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Long-Term
Compensation Compensation
------------------------- ------------
Securities
Name and Underlying All Other
Principal Position Year Salary($) Bonus($) Options (#) Compensation ($)
- -------------------------------------- ---- --------- -------- ------------ ----------------
<S> <C> <C> <C> <C> <C>
Gene W. Schneider 1996 $332,539 $ -- 40,000 $4,691
Chairman of the Board, Chief Executive 1995 301,154 -- -- 4,620
Officer(1) 1994 280,641(2) -- 150,000 355
William J. Elsner 1996 332,539 -- 40,000 4,691
Chief Executive Officer(3) 1995 301,154 -- -- 4,620
1994 284,327 -- 150,000 355
Nimrod J. Kovacs 1996 236,808 -- 10,000 4,680
President Eastern Europe Electronic 1995 216,208 50,287 -- 4,308
Distribution & Global Programming Group 1994 199,641 227,024 100,000 331
Michael T. Fries 1996 221,692 -- 35,000 4,778
President, UIH Asia/Pacific, Inc. 1995 180,692 -- -- 4,617
1994 153,769 -- 120,000 355
Bernard G. Dvorak 1996 201,539 -- 35,000 4,797
Chief Financial Officer 1995 160,615 -- -- 4,616
1994 133,692 -- 100,000 355
David J. Leonard 1996 201,539 -- 25,000 4,419
President, UIH Latin America, Inc. 1995 151,039 -- -- 4,475
1994 24,769 -- 80,000 323
- ----------
</TABLE>
(1) Effective October 1, 1995 Gene W. Schneider became the Company's Chief
Executive Officer.
(2) Consists of $233,333 of deferred compensation earned during Fiscal 1994
paid to Mr. Schneider on January 10, 1994 pursuant to the deferred
compensation arrangement described below and $47,308 of salary. See
"--Deferred Compensation Agreement."
(3) Effective October 1, 1995, Mr. Elsner resigned as Chief Executive Officer
of the Company and on February 15, 1996, entered into a consulting
agreement with the Company. See "Consulting Agreements." All amounts paid
through that date pursuant to such agreement are salary.
The following table sets forth information concerning options which were
granted by the Company to the officers named in the Summary Compensation Table
above during Fiscal 1996.
Option Grants in Last Fiscal Year(1)
<TABLE>
<CAPTION>
Potential Realizable Value
at Assumed
Annual Rates of Stock Price
Individual Grants Appreciation for Option term
-------------------------------------------------------------- ----------------------------
Number of Percentage of
Securities Total Options
Underlying Granted to Exercise
Options Employees in Price Expiration
Granted (#) Fiscal Year ($/SH) Date 5% ($) 10%($)
----------- ----------- ------ ---- ------ ------
<S> <C> <C> <C> <C> <C> <C>
Gene W. Schneider 40,000 6.1% $15.75 6/16/05 $396,204 $1,004,058
William J. Elsner(2) 40,000 6.1% $15.75 6/16/05 $396,204 $1,004,058
Nimrod J. Kovacs 10,000 1.5% $15.75 6/16/05 $ 99,051 $ 251,014
Michael T. Fries 35,000 5.3% $15.75 6/16/05 $346,678 $ 878,551
Bernard G. Dvorak 35,000 5.3% $15.75 6/16/05 $346,678 $ 878,551
David J. Leonard 25,000 3.8% $15.75 6/16/05 $247,627 $ 627,536
</TABLE>
(1) The stock options granted during Fiscal 1996 become exercisable with respect
to 25% of the shares covered thereby after the first anniversary of the
effective date of the grant and with respect to the remaining 75% in equal
monthly increments over the three-year period thereafter. Vesting of the
options granted accelerate upon a change of control of the Company as
defined in the Employee Plan.
(2) As of November 21, 1995, Mr. Elsner's unexercisible options vested, see
"Consulting Agreements."
7
<PAGE>
The following table sets forth information concerning unexercised options held
by officers named in the Summary Compensation Table above as of the end of
Fiscal 1996.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options at FY-End (#) Options at FY-End ($)
Name Exercisable/Unexercisable Exercisable/Unexercisable
---- ------------------------- -------------------------
<S> <C> <C>
Gene W. Schneider..... 96,875/93,125 $714,453/436,797
William J. Elsner(1).. 190,000/0 $ 1,151,250/0
Nimrod J. Kovacs...... 55,833/54,167 $193,021/135,729
Michael T. Fries...... 77,500/77,500 $636,146/388,229
Bernard G. Dvorak..... 64,583/70,417 $476,302/300,573
David J. Leonard...... 42,292/62,708 $220,942/385,504
</TABLE>
1) As of October 1, 1995, Mr. Elsner's unexercisable options vested. See
"Consulting Agreements."
Consulting Agreements
On June 1, 1995, the Company entered into a Consulting Agreement with Mark
Schneider, who until that time had served as the Company's President. Mr.
Schneider's Consulting Agreement, which is for a term ending on May 31, 2000,
contains the following primary terms. Mr. Schneider will be available for up to
90 days each calendar year to serve as a consultant to undertake tasks as
assigned by the Chief Executive Officer of the Company. Mr. Schneider will
receive an annual fee of $300,000, together with insurance and other perquisites
that were available to him in his capacity as President of the Company or that
are otherwise made available to top executives of the Company.
In addition, the Company will pay or reimburse Mr. Schneider for reasonable
office expenses, including secretarial help, during the consulting period. All
of Mr. Schneider's unvested stock options vested as of the date of the
agreement. He will be entitled to receive additional stock options during the
consulting period, in an amount to be determined by the Board of Directors on
the recommendation of the Chairman of the Company, but shall be entitled to
receive at least options to purchase a number of shares of the Company equal to
90 percent of the average number of shares provided in options granted to the
Chairman, Chief Executive Officer, Chief Operating Officer, Chief Financial
Officer and Executive Vice President. In June 1995, Mr. Schneider received
36,000 stock options at an exercise price of $15.75.
The agreement is terminable by the Company or by Mr. Schneider. If the
agreement is terminated by the Company, Mr. Schneider will be entitled to the
benefits provided in the agreement. If it is terminated by Mr. Schneider,
benefits will terminate as of the date of termination.
Mr. Schneider has agreed that he will not enter into certain businesses that
would be competitive with the Company. This Consulting Agreement provides for
indemnification of Mr. Schneider by the Company to the full extent permitted by
its Certificate of Incorporation or bylaws, any standard indemnity agreement
between the Company and its officers and directors or by applicable law. Mr.
Schneider and the Company have executed mutual releases.
Effective October 1, 1995, the Company entered into a Consulting Agreement
with William J. Elsner, who until October 1, 1995, had served as the Company's
Chief Executive Officer. Mr. Elsner's Consulting Agreement, which is for a term
ending September 30, 1997, contains the following primary terms. Mr. Elsner
will be available for up to 90 days each calendar year to serve as a consultant
to undertake tasks as assigned by the Chief Executive Officer of the Company.
Mr. Elsner will receive an annual fee of $330,000, together with insurance and
other perquisites that were available to him in his capacity as Chief Executive
Officer of the Company or that are otherwise made available to top executives of
the Company. All of Mr. Elsner's unvested stock options vested as of the date
of the agreement.
Mr. Elsner has agreed that he will not enter into certain businesses that
would be competitive with the Company. This Consulting Agreement provides for
indemnification of Mr. Elsner by the Company to the full extent permitted by its
Certificate of Incorporation or bylaws, any standard indemnity agreement between
the Company and its officers and directors or by applicable law. Mr. Elsner and
the Company have executed mutual releases.
8
<PAGE>
Deferred Compensation Agreement
The Company and Gene W. Schneider entered into a Deferred Compensation
Agreement in July 1991. The agreement provided that, in addition to any monthly
compensation that the Board of Directors determined to pay to Mr. Schneider, a
specified amount will be credited each December 31, beginning in 1990 and ending
in 1993, to a special account maintained on the Company's books. The amounts
were $200,000 for calendar years 1990 and 1991, $237,500 for calendar year 1992
and $279,167 for calendar year 1993. In addition, an amount equal to 9% of the
account balance as of the end of the prior calendar year was credited to the
account each December 31 from 1990 to 1993. The total account balance of
$1,034,667 as of December 31, 1993 was paid in one lump sum, less applicable
withholding taxes or other amounts, to Mr. Schneider on January 10, 1994.
Compensation of Directors
The Company compensates its outside directors at $500 per month and $1,000 per
board and committee meeting ($500 for certain telephonic meetings) attended.
Directors who are also employees of the Company receive no additional
compensation for serving as directors. The Company reimburses all of its
directors for travel and out-of-pocket expenses in connection with their
attendance at meetings of the Board of Directors. In addition, non-employee
directors participate in the Company's Stock Option Plan for Non-Employee
Directors pursuant to which each non-employee director was granted options to
acquire 40,000 shares of Class A Common Stock at the fair market value of the
shares at the time of the grant. See "Non-Employee Director Stock Option
Plan."
Stock Option Plan
The Company adopted the 1993 Stock Option Plan (the "Employee Plan") in May
1993. The Employee Plan is construed, interpreted and administered by the
Compensation Committee of the Board of Directors (the "Committee"). The
Committee has the discretion to determine the employees and consultants to whom
options are granted, the number of shares subject to the options, the exercise
price of the options (which may be below fair market value of the common stock
on the date of grant), the period over which the options become exercisable, the
term of the options (including the period after termination of employment during
which an option may be exercised) and certain other provisions relating to the
options.
Under the Employee Plan, options to purchase up to 3,300,000 shares of the
Company's Class A Common Stock may be granted to employees and consultants by
the Committee. Members of the Company's Board of Directors who are not employees
are not eligible to receive option grants under the Employee Plan. The maximum
term of options granted under the Employee Plan is ten years. Options granted
may be either incentive stock options under the Internal Revenue Code of 1986,
as amended (the "Code"), or non-qualified stock options. Vesting of options is
accelerated upon a change of control of the Company as defined in the Employee
Plan.
The Committee has granted to the Company's executive officers and other
employees options under the Employee Plan to purchase a total of 2,315,122
shares of Class A Common Stock at exercise prices ranging from $4.50 to $17.75
per share. The options vest with respect to 25% of the shares covered thereby
after the first anniversary of the effective date of the grant and with respect
to the remaining 75% in equal monthly increments over the three-year period
thereafter.
Non-Employee Director Stock Option Plan
The Company adopted a Stock Option Plan for Non-Employee Directors (the
"Director Plan") effective June 1, 1993. The Director Plan provides for the
grant of an option (a "Director's Option") to acquire 40,000 shares of Class A
Common Stock to each member of the Board who was not also an employee of the
Company (a "non-employee director") on June 1, 1993, and to each person who is
newly elected to the Board as a non-employee director after June 1, 1993, on the
date of his election. The total number of shares of Class A Common Stock as to
which options may be granted under the Director Plan is 480,000 in the
aggregate. Upon the Company's initial public offering, Director's Options were
granted with respect to 200,000 shares, at an exercise price of $9.50 per share.
Director's Options were granted with respect to an additional 80,000 shares, in
connection with the election of Messrs. Ressler and Spector as directors, at an
exercise price of $17.75 per share. Director's Options were granted with
respect to an additional 40,000 shares, in connection with the election of Mr.
Jepsen as a director, at an exercise price of $14.00 per share. Shares
9
<PAGE>
totaling 22,491 were exercised and 17,509 were canceled during Fiscal 1996. Each
of Apollo and the Founders has the right to nominate one additional director. If
either of those directors is a non-employee director, there will be additional
options granted under the Director Plan. The exercise price for options granted
under the Director Plan is the fair market value of the shares on the date of
grant determined by reference to the last reported sale price of the Class A
Common Stock on the Nasdaq National Market. The Director's Options become
exercisable with respect to 25% of the shares covered thereby after the first
anniversary of the effective date of the grant and with respect to the remaining
75% in equal monthly increments over the three-year period thereafter. Vesting
is accelerated upon a "change of control" of the Company. For purposes of the
Director Plan, a change of control is generally deemed to occur if (a) a person
acquires beneficial ownership of shares of the Company having 30% or more of the
total number of votes that may be cast for the election of directors of the
Company without the prior approval of a majority of the directors of the Company
unaffiliated with such person, or (b) individuals who constitute the directors
of the Company at the beginning of a 24-month period cease to constitute at
least 2/3 of all directors at any time during such period, unless the election
of any new replacement directors was approved by a vote of at least a majority
of the members of the board in office immediately prior to such period and of
the new and replacement directors so approved.
401(k) Plan
The Company adopted a defined contribution 401(k) plan (the "401(k) Plan"),
effective February 1, 1994. The 401(k) Plan is intended to qualify under Section
401(a) of the Code and will provide for employee pre-tax contributions pursuant
to Section 401(k) of the Code and matching Company contributions. It is expected
that substantially all of the Company's employees who have satisfied the 401(k)
Plan's age and service requirements will be eligible to participate in the
401(k) Plan. Eligible participants may contribute, on a pre-tax basis through
payroll deduction, between 1% and 15% of their total pay each payroll period.
The Company will match up to the first 6% of a participant's contributions each
year at the rate of 50%. The Company's contribution may be made either in cash
or in shares of the Company's Class A Common Stock, as determined by the Company
in its sole discretion. Company contributions will vest at the rate of 25% per
year, beginning upon the completion of one year of service with the Company.
Participants in the 401(k) Plan will be permitted to withdraw funds during
employment for certain specified hardship purposes. The Company has reserved the
right to amend or terminate the 401(k) Plan at any time.
Compensation Committee Interlocks and Insider Participation
The Company's Board of Directors in April 1993 established a Compensation
Committee composed of members of the Board who are not employees of the Company.
During Fiscal 1996 and at present, the compensation Committee consists of
Messrs. Carollo, DeGeorge, Giovanini, Jepsen, Ressler, Rochelle and Spector.
None of the executive officers of the Company have served as a director or
member of a compensation committee of another company that had any executive
officer that was also a director or member of the Compensation Committee of the
Company.
Limitation of Liability and Indemnification
The Company's Restated Certificate of Incorporation eliminates the personal
liability of its directors to the Company and its stockholders for monetary
damages for breach of the directors' fiduciary duties in certain circumstances.
The Company's Restated Certificate of Incorporation and Bylaws provide that the
Company shall indemnify its officers and directors to the fullest extent
permitted by law. The Company believes that such indemnification covers at least
negligence and gross negligence on the part of indemnified parties.
The Company has entered into agreements to indemnify its directors and
officers, in addition to the indemnification provided for in the Company's
Restated Certificate of Incorporation and Bylaws. These agreements require the
Company, among other things, to indemnify the Company's directors and officers
for certain expenses (including attorneys' fees), judgments, fines, penalties
and settlement amounts incurred by any such person in certain actions or
proceedings, including actions by or in the right of the Company, arising out of
such person's services as a director or officer of the Company, any subsidiary
of the Company or any other company or enterprise to which the person provides
services at the request of the Company. The Company believes that these
agreements are necessary to attract and retain qualified persons as directors
and officers.
10
<PAGE>
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Under Section 16 of the Exchange Act, the Company's directors and certain of
its officers, and persons holding more than ten percent of the Company's Class A
Common Stock are required to file forms reporting their beneficial ownership of
the Company's Class A Common Stock and subsequent changes in that ownership with
the Securities and Exchange Commission. Such persons are also required to
furnish the Company copies of forms so filed.
Based solely upon a review of copies of such forms filed with the Company, the
Company believes that during the year ended February 29, 1996, all section 16(a)
filing requirements were complied with, except that one Form 3 covering initial
holdings was filed late by Edward G. Jepsen, Vernon F. Kenley and David J.
Leonard and one Form 4 covering an acquisition of securities was filed late by
Curtis W. Rochelle.
11
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee Report shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under Securities Act of 1933 or under the Securities
Exchange Act of 1934, except to the extent that the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such Acts.
Compensation Philosophy
The Compensation Committee of the Board of Directors (the "Committee") is
responsible for structuring and implementing the Company's executive
compensation program and for reviewing compensation paid to certain other key
management personnel. The Committee also administers the Company's 1993 Stock
Option Plan (the "Employee Plan"). The Committee typically meets together with
the Company's full Board of Directors in circumstances where all members of the
Board can express their views as to the executive compensation issues being
considered.
The Company's compensation philosophy is based on the belief that the
principal component of total executive compensation should be linked to
stockholder return on investment as reflected in the appreciation in the price
of the Company's Common Stock. In applying this philosophy, the Committee has
implemented a compensation policy that seeks to attract and retain superior
executives and to align the financial interests of the Company's senior
executives with those of its stockholders. The Company attempts to realize
these goals by providing reasonable cash compensation to its executive officers
and senior management while emphasizing the grant of stock options commensurate
with their performance and level of responsibility as incentive compensation.
Given the nature of the Company's business and its stage of development, any
assessment of an executive's performance tends to be very subjective. The
Company does not generally pay cash bonuses to its executive officers.
Base Salary
The Committee believes base salary levels of its executive officers should be
reasonable but not excessive. The Committee reviews base salaries for the
Company's executive officers and other senior management every 12 to 16 months.
A recommendation for specific base salaries for all executive officers is
prepared for the Committee and the Board by the Company's Chief Executive
Officer and Chairman. The recommendation is based largely on the subjective
assessment of the executives' experience, performance and level of
responsibility with the Company, but also reflects the base salary paid to
executives and other senior management recently hired by the Company relative to
the salary of those whose compensation is being reviewed.
After the recommendation for specific base salaries has been prepared, it is
submitted to the Committee and the Board for consideration and approval. The
Chief Executive Officer and Chairman explains the factors on which the
recommendation is based, discusses the responsibilities and performance of the
persons whose compensation is being reviewed and responds to inquiries from the
Committee and the Board. Base salary levels are typically approved as
recommended.
Equity-Based Incentives
The Committee believes that the use of equity based incentives directly links
executive interests to enhancing stockholder value. To make its overall
compensation package for executive officers and other senior management
competitive with other companies in the cable/media industry, the Company
emphasizes equity-based incentives rather than salary and bonuses. The Board
believes that reliance upon such incentives is appropriate because they foster
a long-term commitment by the recipient to the Company and encourage employees
to seek to improve the long-term market appreciation in the market price of the
Company's Class A Common Stock. Equity-based incentives are provided to the
Company's executives and key employees through the Employee Plan. In general,
executive officers and other employees are eligible for grants of stock options
upon their employment by the Company. Options are typically granted at the fair
market value of the Class A Common Stock on the date of
12
<PAGE>
grant and options typically vest over a period of four years. During Fiscal
1996, the Committee granted stock options to the Company's executive officers.
Fiscal 1996 Compensation for Chief Executive Officer
The base salary for the Company's Chief Executive Officer is determined by the
Compensation Committee. The recommended base salary for both Chief Executive
Officers in Fiscal 1996 was intended to represent a raise from the prior years
salary and to be at a level slightly higher than that of other most highly
compensated executive officers. The base salary bears no specific relationship
to the Company's performance during the last fiscal year.
Other Matters
Provisions of the Internal Revenue Code limit, with certain exceptions, the
deductibility by the Company for federal income tax purposes of any named
executive officer's annual compensation exceeding $1,000,000. None of the
Company's current named executive officers have received otherwise deductible
compensation exceeding this limit and could do so at current salary levels only
in connection with the exercise of stock options. The Company has not yet
determined how these provisions will affect its decisions as to compensation
arrangements adopted in the future.
COMPENSATION COMMITTEE
Albert M. Carollo
Lawrence J. DeGeorge
Joseph E. Giovanini
Edward G. Jepsen
Antony P. Ressler
Curtis W. Rochelle
Bruce H. Spector
13
<PAGE>
Stockholder Return Performance Graph
The stock price performance graph shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under Securities Act of 1933 or under the Securities
Exchange Act of 1934, except to the extent that the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such Acts.
The following graph compares the cumulative total stockholder return
(assuming reinvestment of dividends) on the Company's Common Stock against the
Nasdaq Composite Index and a peer group of companies based on the Nasdaq
Telecommunications Stocks Index (the "Nasdaq Telecom"). The graph assumes that
the value of the investment in the Company's Common Stock and each index was
$100 on July 22, 1993. The Company has not paid any cash dividends on its
Common Stock and does not expect to pay dividends for the foreseeable future.
The stockholder return performance graph below is not necessarily indicative of
future performance.
Value of $100 invested on 7/22/93*
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Analysis
<S> <C> <C> <C> <C>
7/22/93* 2/28/94 2/28/95 2/29/96
------- ------- ------- -------
United International Holdings, Inc. 100.00 173.68 165.79 177.63
Nasdaq Telecom 100.00 109.85 101.28 115.91
Nasdaq Composite (US) 100.00 112.71 114.31 159.20
</TABLE>
* All Nasdaq total return to shareholder figures are calculated on a monthly
basis and quotations are as of July 30, 1993. The quotation for the Company is
a July 22, 1993 opening quote.
14
<PAGE>
CERTAIN TRANSACTIONS
The Apollo Transaction
Apollo entered into a Standstill Agreement with the Company (the "Standstill
Agreement") in connection with Apollo's 1993 investment in the Company whereby
Apollo agreed for a period ending seven years after the date of the Company's
initial public offering not to purchase additional equity securities of the
Company that, when aggregated with equity securities then held by Apollo, would
exceed 32.27% of the outstanding equity securities of the Company unless such
acquisition is approved by a majority of the disinterested members of the Board
of Directors of the Company. Apollo has also agreed not to engage in the
solicitation of proxies with respect to the Company during such seven-year
period. A person purchasing Class B Common Stock from Apollo must become a party
to the Standstill Agreement unless the transfer is made (i) in a tender offer
approved by the Company's Board of Directors or (ii) in the open market or in an
underwritten public offering, in either case where the transferor does not know
the identity of the ultimate purchaser and has no reason to believe that a
person would acquire more than 10% of the outstanding shares or voting power of
the Company's equity securities. A person purchasing Class A Common Stock from
Apollo must become a party to the Standstill Agreement unless the transferor has
no reason to believe that the ultimate purchaser would acquire more than the 10%
of the outstanding shares or voting power of the Company's equity securities.
Apollo, the Company and the Founders are parties to the Stockholders'
Agreement that provides for the election as director/s by Apollo and the
Founders of three persons nominated to be directors by Apollo and nine persons
nominated to be directors by the Founders. The number of persons Apollo and the
Founders are entitled to nominate for election as directors is subject to
reduction for each group if the percentage of the Company's voting securities
beneficially owned by it is reduced below certain levels determined without
regard to shares issued after the Apollo Transaction is consummated. These
director nomination rights expire on April 12, 2003, unless earlier terminated
by the agreement of Apollo and the Founders. Apollo and the Founders each has
the right to nominate one additional director under the terms of the
Stockholders' Agreement.
The Stockholders' Agreement provides that shares of Class B Common Stock held
by the Founders and Apollo will be converted to shares of Class A Common Stock
upon any transfer of the Class B Common Stock unless the transferee becomes a
party to the Stockholders' Agreement or unless the transfer is one of a type
that would not require the purchaser to become a party to the Standstill
Agreement if the transfer had been made by Apollo.
The Stockholders' Agreement also provides that Apollo and the Founders are
obligated to offer any of the Company's equity securities or their equivalents
to the Company prior to their transfer to persons other than Apollo, the
Founders and their affiliates and that the Founders are obligated to permit
Apollo to participate on a pro-rata basis in any sale of Class B Common Stock by
the Founders that would result in a change of control of the Company. Apollo and
partners of the Partnership who are affiliates of the Company have been granted
registration rights for the Company's common stock held by them.
Other
Lawrence DeGeorge, a director of the Company, is a significant shareholder of
Amphenol, and is the chief executive officer of Amphenol's subsidiary, Times
Fiber. Edward Jepsen, a director of the Company is also a director and officer
of Amphenol, and an officer of Times Fiber. During calendar year 1994, Melita
Cable TV Ltd. and Norkabelgrupen A/S, affiliates of the Company, purchased
approximately $394,000 and $182,000, respectively, of coaxial cable from Times
Fiber for system construction and rebuild.
15
<PAGE>
PROPOSAL 2 - Appointment of Independent Auditors
The Board of Directors has appointed the firm of Arthur Andersen LLP as
independent auditors to audit the books, records and accounts of the company and
its subsidiaries for the fiscal year ending February 28, 1997. The Board of
Directors recommends that such appointment be ratified.
Representatives from Arthur Andersen LLP are expected to be present at the
Meeting and shall have the opportunity to make a statement, if they desire to do
so, and will be available to respond to appropriate questions.
The Board of Directors recommends a vote FOR this proposal to ratify the
appointment of Arthur Andersen LLP as the Company's independent auditors.
STOCKHOLDER PROPOSALS
Any proposal by a stockholder intended to be presented at the fiscal 1997
Annual Meeting of Stockholders must be received by the Company on or before
March 1, 1997, to be included in the proxy materials of the Company relating to
such meeting.
OTHER BUSINESS
It is not anticipated that any other matters will be brought before the
Meeting for action; however, if any such other matters shall properly come
before the Meeting, it is intended that the persons authorized under proxies
may, in the absence of instructions to the contrary, vote or act thereon in
accordance with their best judgment.
BY THE ORDER OF THE BOARD OF DIRECTORS
/s/ Bernard G. Dvorak
Bernard G. Dvorak
Chief Financial Officer and Secretary
Denver, Colorado
July 26, 1996
16
<PAGE>
PROXY
UNITED INTERNATIONAL HOLDINGS, INC.
COMMON STOCK
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 29, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Gene W. Schneider and Bernard G. Dvorak, or
either one of them, with full power of substitution, as a proxy or proxies to
represent the undersigned at the Annual Meeting (the "Annual Meeting") of
Stockholders of UNITED INTERNATIONAL HOLDINGS, INC. (the "Company") to be held
on August 29, 1996, and at any adjournments or postponements thereof, and to
vote thereat all the shares of Class A Common Stock of the Company held of
record by the undersigned at the close of business on July 22, 1996 with all
the power that the undersigned would possess if personally present, as
designated on the reverse side.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL OF THE
LISTED NOMINEES AND APPROVAL OF PROPOSAL 2. IF NOT OTHERWISE SPECIFIED, THIS
PROXY WILL BE VOTED PURSUANT TO THE BOARD OF DIRECTORS RECOMMENDATIONS.
THIS PROXY REVOKES ALL PROXIES WITH RESPECT TO THE ANNUAL MEETING AND MAY BE
REVOKED PRIOR TO EXERCISE. RECEIPT OF THE NOTICE OF ANNUAL MEETING AND THE
PROXY STATEMENT RELATING TO THE ANNUAL MEETING IS HEREBY ACKNOWLEDGED.
(CONTINUED AND TO BE SIGNED ON OTHER SIDE)
. FOLD AND DETACH HERE .
<PAGE>
Please mark [X]
your votes
as this
THIS PROXY WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2.
1. Election of Directors
FOR all WITHHOLD AUTHORITY Nominees Gene W. Schneider, Joseph E.
Nominees to vote for all nominees Giovanini, Curtis W. Rochelle
listed to listed to the right
the right (Instructions: To withhold authority
for any individual nominee, strike a
[_] [_] line through the nominees name
listed above.)
In their discretion, the named
proxies may vote on such other
business as may properly come before
the Annual Meeting or any
adjournments or postponements thereof.
PROPOSAL NO 2: Ratification of the FOR AGAINST ABSTAIN
selection of auditors: Approval of
the appointment of Arthur Andersen [_] [_] [_]
LLP as independent public accountants
to audit the financial statements of
the Company for the fiscal year
ending February 28, 1997.
TO VOTE IN ACCORDANCE WITH THE BOARD
OF DIRECTORS RECOMMENDATIONS, MERELY
SIGN BELOW, NO BOXES NEED TO BE CHECKED.
Please sign exactly as name appears to the left. When
shares are held jointly, each should sign. When
signing as attorney, executor, administrator, trustee
or guardian, please give full title as such. If a
corporation please sign in full corporate name by
President or other authorized officer. If a
partnership, please sign in partnership name by
authorized person.
Signature(s) ________________________________________ Date _________________
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such
. FOLD AND DETACH HERE .
