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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
United International Holdings, Inc.
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(Name of Issuer)
Class A Common Stock, $.01 par value per share
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(Title of Class of Securities)
910734 10 2
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(CUSIP Number)
Check the following 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).
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CUSIP No. 910734 10 2 SCHEDULE 13G Reporting Persons 1 of 5
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Albert M. Carollo
2. Check the appropriate box if a member of a group*
(a)
(b) X
3. SEC use only
4. Citizenship or place of organization
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. Sole voting power 34,167***
6. Shared voting power 111,210**
7. Sole dispositive power 34,167***
8. Shared dispositive power 111,210**
9. Aggregate amount beneficially owned by each reporting person
145,377
10. Check if the aggregate amount in row 9 excludes certain shares X
---
11. Percent of class represented by amount in row 9
0.6%
12. Type of reporting person*
In
** Represents shares of Class B Common Stock immediately convertible into
shares of Class A Common Stock.
*** Represents shares of Class A Common Stock that are subject to presently
exercisable options.
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CUSIP No. 910734 10 2 SCHEDULE 13G Reporting Persons 2 of 5
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Carollo Company
2. Check the appropriate box if a member of a group*
(a)
(b) X
3. SEC use only
4. Citizenship or place of organization
Wyoming
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSONS WITH:
5. Sole voting power 111,210**
6. Shared voting power
7. Sole dispositive power 111,210**
8. Shared dispositive power
9. Aggregate amount beneficially owned by each reporting person
111,210**
10. Check if the aggregate amount in row 9 excludes certain shares X
---
11. Percent of class represented by amount in row 9
0.4%
12. Type of reporting person*
Pn
** Represents shares of Class B Common Stock immediately convertible into
shares of Class A Common Stock.
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CUSIP No. 910734 10 2 Schedule 13G Reporting Persons 3 of 5
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Albert & Carolyn Company
2. Check the appropriate box if a member of a group*
(a)
(b) X
3. SEC use only
4. Citizenship or place of organization
Wyoming
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. Sole voting power 111,206**
6. Shared voting power
7. Sole dispositive power 111,206**
8. Shared dispositive power
9. Aggregate amount beneficially owned by each reporting person
111,206**
10. Check if the aggregate amount in row 9 excludes certain shares X
---
11. Percent of class represented by amount in row 9
0.4%
12. Type of reporting person*
00
** Represents shares of Class B Common Stock immediately convertible into
shares of Class A Common Stock.
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CUSIP No. 910734 10 2 SCHEDULE 13G Reporting Persons 4 of 5
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
James R. Carollo Living Trust
2. Check the appropriate box if a member of a group*
(a)
(b) X
3. SEC use only
4. Citizenship or place of organization
Wyoming
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. Sole voting power 111,206**
6. Shared voting power
7. Sole dispositive power 111,206**
8. Shared dispositive power
9. Aggregate amount beneficially owned by each reporting person
111,206**
10. Check if the aggregate amount in row 9 excludes certain shares X
---
11. Percent of class represented by amount in row 9
0.4%
12. Type of reporting person*
00
** Represents shares of Class B Common Stock immediately convertible into
shares of Class A Common Stock.
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CUSIP No. 910734 10 2 SCHEDULE 13G Reporting Persons 5 of 5
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
John B. Carollo Living Trust
2. Check the appropriate box if a member of a group*
(a)
(b) X
3. SEC use only
4. Citizenship or place of organization
Wyoming
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. Sole voting power 111,204**
6. Shared voting power
7. Sole Dispositive power 111,204**
8. Shared dispositive power
9. Aggregate amount beneficially owned by each reporting person
111,204**
10. Check if the aggregate amount in row 9 excludes certain shares X
---
11. Percent of class represented by amount in row 9
0.4%
12. Type of reporting person*
00
** Represents shares of Class B Common Stock immediately convertible into
shares of Class A Common Stock.
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Item 1.
(a) Name of Issuer
United International Holdings, Inc.
(b) Address of Issuer's Principal Executive Offices
4643 S. Ulster - #1300
Denver, CO 80237
Item 2.
(a) Name of Person Filing
Albert M. Carollo
Carollo Company
Albert & Carolyn Company
James R. Carollo Living Trust
John B. Carollo Living Trust
(B) Address of Principal Business Offices or, if none, Residence
c/o Sweetwater Television Co.
PO Box 8
602 Broadway
Rock Springs, Wyoming 82901
(c) Citizenship
See Item 4 of Cover Page
(d) Title of Class of Securities
Class A Common Stock par value $.01 per share
(e) CUSIP Number
910734 10 2
Item 3. If this statement is filed pursuant to Rule 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) 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 Sec. 240.13d-1(b)(ii)(F)
(g) Parent Holding company, in accordance with Sec. 240.13d-1(b)(ii)(G)
(Note: See Item 7)
(h) Group, in accordance with Sec. 240.13d-1(b)(i)(ii)(H)
Item 4. Ownership
(a) Amount Beneficially Owned
See Item 9 of Cover Page
(b) Percent of class
See Item 11 of Cover Page
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
See Item 5 of Cover Page
(ii) shared power to vote or to direct the vote
See Item 6 of Cover Page
(iii) sole power to dispose or to direct the disposition of
See Item 7 of Cover Page
(iv) shared power to dispose or to direct the disposition of
See Item 8 of Cover Page
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. _____
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary of Which
Acquired the Security Being Reported on By the Parent Holding Company
N/A
Item 8. Identification and Classification of Members of the Group
Albert J. Carollo is the beneficial owner of 111,210 shares of the issuer's
Class B Common Stock, the record owner of 111,210 of which is Carollo
Company, a gerneral partnership of which he is a general partner. The
Albert & Carolyn Company, The James R. Carollo Living Trust and The John B.
Carollo Living Trust received the shares of Class B Common Stock identified
in this schedule 13G from an affiliate of Albert Carollo, but Mr. Carollo
has retained no beneficial ownership interest in such shares.
Cable Acquisition Corp., Albert M. Carollo, William J. Elsner, L. Flinn, Jr.
Family Limited Partnership, Lawrence Flinn, Jr., Joseph E. Giovanini,
Clarice J. Giovanini, Giovanini Investments, Ltd., Curtis Rochelle, Marian
Rochelle, Rochelle Investments, Ltd., Gene W. Schneider, G. Schneider
Holdings, Mark Schneider, Janet S. Schneider, (collectively, the "Founders"),
Apollo Cable Partners, L.P., ("Apollo") and United International Holdings,
Inc. (the "Company") are parties to a Stockholders' Agreement (the
"Stockholders' Agreement") that provides for the election as directors 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. These director nomination rights expire on
April 12, 2003, unless earlier terminated by the agreement of Apollo and
the Founders. A copy of the Stockholders' Agreement was included as
Exhibit 10.16 to the Company's Registration Statement on Form S-1 (File No.
33-61376) filed with Securities and Exchange Commission on April 21, 1993.
Some of the Founders have transferred all or a portion of their shares of
the Company to the following persons: Albert & Carolyn Company, James R.
Carollo Living Trust, John B. Carollo Living Trust, Giovanini Properties,
Jim Rochelle, Kathleen Jaure, the Revocable Trust of Janet Schneider,
Susan G. House, and Robert A. Schneider. As a result of these transfers, the
transferees became subject to the Stockholders' Agreement.
The Company's Board of Directors is currently composed of ten members, eight
of whom may be deemed to have been nominated by the Founders and two of
which may be deemed to have been nominated by Apollo.
There are no other agreements among the undersigned and any other Founder or
Apollo with respect to the voting of the Company's securities.
To the best of the undersigned's knowledge, the Founders, Apollo and certain
transferees beneficially owned as of December 31, 1996, a total of
13,566,272 shares of the Company's Class A Common Stock. As a result of
voting provisions of the Stockholders' Agreement, the Founders and Apollo
may be deemed to be a "group" for purposes of Rule 13d-3 and each member of
such "group" may be deemed to beneficially own shares of the Company's stock
held by the other members of such "group." Pursuant to Rule 13d-4, the
undersigned hereby disclaims beneficial ownership for purposes of Section
13(d) or 13(g) of the Securities Exchange Act of 1934 of the shares of the
Company's common stock held by any other Founder, Apollo or their transferees.
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
N/A
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Signatures
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: January 31, 1997 By: /S/ Albert M. Carollo
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Albert M. Carollo
CAROLLO COMPANY, A Wyoming general partnership
Date: January 31, 1997 By: /S/ Albert M. Carollo
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Albert M. Carollo
ALBERT & CAROLYN COMPANY, a Wyoming general partnership
Date: January 31, 1997 By: /S/ Albert M. Carollo, Jr.
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Albert M. Carollo, Jr.
General Partner
JAMES R. CAROLLO LIVING, TRUST, a Wyoming trust
Date: January 31, 1997 By: /S/ James R. Carollo
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James R. Carollo
Trustee
JOHN B. CAROLLO LIVING TRUST, a Wyoming trust
Date: January 31, 1997 By: /S/ John B. Carollo
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John B. Carollo
Trustee
