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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
UNITED INTERNATIONAL HOLDINGS, INC.
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(Name of Issuer)
CLASS A COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
910734 10 2
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(CUSIP Number)
DAVID P. FALCK, ESQ.
WINTHROP, STIMSON, PUTNAM & ROBERTS
ONE BATTERY PARK PLAZA
NEW YORK, NY 10004-1490
(212) 858-1000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
MAY 19, 1997
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
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CUSIP NO 910734 10 2 SCHEDULE 13D Page 2 of 6
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LAWRENCE J. DEGEORGE
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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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
UNITED STATES OF AMERICA
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7 SOLE VOTING POWER
372,485*
NUMBER OF -------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY -------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 372,485*
WITH -------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
372,485*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
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14 TYPE OF REPORTING PERSON
IN
* INCLUDES 334,152 SHARES OF CLASS B COMMON STOCK IMMEDIATELY CONVERTIBLE, ON
A ONE-FOR-ONE BASIS, INTO SHARES OF CLASS A COMMON STOCK AND PRESENTLY
EXERCISEABLE OPTIONS TO ACQUIRE 38,333 SHARES OF CLASS A COMMON STOCK.
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CUSIP NO 910734 10 2 SCHEDULE 13D Page 3 of 6
ITEM 1. SECURITY AND ISSUER.
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The class of equity securities to which this statement relates is Class A
Common Stock with par value of $.01 per share. The issuer of the shares is
United International Holdings, Inc. (the "Issuer"), whose principal offices are
located at 4643 South Ulster Street, Suite 1300, Denver, CO, 80207.
ITEM 2. IDENTITY AND BACKGROUND
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(a) NAME OF PERSON FILING:
This Schedule 13D is filed on behalf of Lawrence J. DeGeorge, who together
with the other stockholders of the Issuer may comprise one or more groups under
Rule 13d-3 of the Securities and Exchange Act of 1934 (the "Act") with respect
to the shares of Class A Common Stock in the Issuer described in this Schedule.
See Item 6.
(b) RESIDENCE OR BUSINESS ADDRESS OF PERSON FILING:
176 Spyglass Lane
Jupiter, FL 33477
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND BUSINESS ADDRESS:
Private Investor
(address same as above)
(d) and (e) INVOLVEMENT IN CRIMINAL OR CIVIL PROCEEDINGS:
Lawrence J. DeGeorge has not, 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) CITIZENSHIP:
Lawrence J. DeGeorge is a citizen of the United States of America.
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CUSIP NO 910734 10 2 SCHEDULE 13D Page 4 of 6
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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On May 19, 1997 Lawrence J. DeGeorge purchased 334,152 shares of Class B
Common Stock of the Issuer for $3,675,672. The source of the consideration paid
was personal funds. Mr. DeGeorge also holds options to acquire 40,000 shares of
Class A Common Stock of the Issuer, which were granted to him in his capacity as
a director of the Issuer. Options with respect to 38,333 shares are presently
exercisable or will be exercisable within 60 days.
ITEM 4. PURPOSE OF TRANSACTION
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Lawrence J. DeGeorge acquired the securities of the Issuer for investment
purposes. In connection with the acquisition of securities of the Issuer by
Lawrence J. DeGeorge and by his son, Lawrence F. DeGeorge, Lawrence F. DeGeorge
is scheduled to be appointed as a director of the Issuer to replace Edward G.
Jepsen, an officer of the stockholder from which Messrs. DeGeorge purchased the
shares of Class B Common Stock, who has resigned as a director. Lawrence J.
DeGeorge has been serving as a director of the Issuer since 1993. However,
Lawrence J. DeGeorge has no present plan or proposal which would relate to or
result in the following:
(a) the acquisition by any person of additional securities of the Issuer or
the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, involving the Issuer or any of
its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) a change in the present Board of Directors of the Issuer, except as
noted above;
(e) any material change in the present capitalization or dividend policy of
the Issuer;
(f) any other material change in the business or corporate structure of the
Issuer;
(g) any change in the certificate of incorporation or bylaws of the Issuer
or other action which may impede the acquisition of control of the Issuer by any
person;
(h) causing a class of securities of the Issuer to be delisted from a
national securities exchange;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
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CUSIP NO 910734 10 2 SCHEDULE 13D Page 5 of 6
(j) any action similar to any of the foregoing.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
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(a) See Cover Page
(b) See Cover Page
(c) Except as disclosed in Item 3 above, Lawrence J. DeGeorge has effected
no transactions in the class of securities covered in this report during the
last sixty days or since the most recent Schedule 13D filing.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
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TO SECURITIES OF THE ISSUER.
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As a result of the acquisition of Class B Common Stock, Mr. DeGeorge has
agreed to become a party to a Stockholders' Agreement (the "Agreement") that
provides, among other things, for the election of directors of the Issuer. A
copy of the Agreement was included as Exhibit 10.16 to the Issuer's Registration
Statement on Form S-1 (File No. 33-61376) filed with the Securities and Exchange
Commission on April 21, 1993. There are no other agreements regarding the
voting of the Issuer's securities to which Mr. DeGeorge is a party.
As a result of the voting provisions of the Agreement, Mr. DeGeorge and
such other stockholders of the Issuer may comprise one or more groups under Rule
13d-3 of the Act, and each member of such group may be deemed to beneficially
own shares of the Issuer's stock held by the other members of such group.
Pursuant to Rule 13d-4, Mr. DeGeorge hereby disclaims any such beneficial
ownership for the purposes of Sections 13(d) or 13(g) of the Act.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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1. Stockholders' Agreement dated April 13, 1993, among the Issuer and the
stockholders listed therein is incorporated by reference from the Issuer's
Registration Statement on Form S-1 (File No. 33-61376) filed with the
Securities and Exchange Commission on April 21, 1993.
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CUSIP NO 910734 10 2 SCHEDULE 13D Page 6 of 6
SIGNATURES
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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.
May 23, 1997 /s/ Lawrence J. DeGeorge
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Date Lawrence J. DeGeorge
