UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
United International Holdings, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, $.01 par value per share
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(Title of Class of Securities)
910734 10 2
----------------------------------------------
(CUSIP Number)
*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 13G Page 1 of 8
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
6. SHARED VOTING POWER 151,210**
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER 151,210**
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
151,210**
10. CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES X
---
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.6%
12. TYPE OF REPORTING PERSON*
IN
** Includes 40,000 shares of Class A Common Stock that are subject to presently
exercisable options, and 111,210 shares of Class B Common Stock immediately
convertible into shares of Class A Common Stock.
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CUSIP No. 910734 10 2 13G Page 2 of 8
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
6. SHARED VOTING POWER 111,210**
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER 111,210**
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 13G Page 3 of 8
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
6. SHARED VOTING POWER 111,206**
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER 111,206**
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.
<PAGE>
CUSIP No. 910734 10 2 13G Page 4 of 8
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
6. SHARED VOTING POWER 111,206**
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER 111,206**
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.
<PAGE>
CUSIP No. 910734 10 2 13G Page 5 of 8
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
6. SHARED VOTING POWER 55,600**
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER 55,600**
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,600**
10. CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES X
---
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%
12. TYPE OF REPORTING PERSON*
00
** Represents shares of Class B Common Stock immediately convertible into
shares of Class A Common Stock.
<PAGE>
ITEM 1.
(a) Name of Issuer
United International Holdings, Inc.
(b) Address of Issuer's Principal Executive Offices
4643 S. Ulster St., Suite 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
Page 6 of 8
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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 M. 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 general 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, Lawrence F. DeGeorge,
Giovanini Properties, Jim Rochelle, Kathleen Jaure, the Revocable Trust of Janet
Schneider, Susan G. Schneider, 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, 1997, a total of
13,157,493 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
Page 7 of 8
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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: February 3, 1998 By: /S/ Albert M. Carollo
--------------------------
Albert M. Carollo
CAROLLO COMPANY, A Wyoming general partnership
Date: February 3, 1998 By: /S/ Albert M. Carollo
--------------------------
Albert M. Carollo
ALBERT & CAROLYN COMPANY, a Wyoming general partnership
Date: February 4, 1998 By: /S/ Albert M. Carollo, Jr.
--------------------------
Albert M. Carollo, Jr.
General Partner
JAMES R. CAROLLO LIVING, TRUST, a Wyoming trust
Date: February 2, 1998 By: /S/ James R. Carollo
--------------------------
James R. Carollo
Trustee
JOHN B. CAROLLO LIVING TRUST, a Wyoming trust
Date: February 4, 1998 By: /S/ John B. Carollo
--------------------------
John B. Carollo
Trustee
Page 8 of 8
