SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 3)*
United International Holdings, Inc.
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(Name of Issuer)
Class A Common Stock, par value $0.01 per share
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(Title of Class of Securities)
910734 10 2
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(CUSIP Number)
Filed pursuant to Rule 13d-2(b)
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*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 2 of 7 Pages
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Apollo Cable Partners, L.P.
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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. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5. SOLE VOTING POWER:
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NUMBER OF
SHARES 6. SHARED VOTING POWER:
BENEFICIALLY 4,261,364 (1)
OWNED BY -----------------------------------------------------------------
EACH
REPORTING 7. SOLE DISPOSITIVE POWER:
PERSON
WITH -----------------------------------------------------------------
8. SHARED DISPOSITIVE POWER:
4,261,364 (1)
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,261,364 (1)
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [X]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.2% (2)
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12. TYPE OF REPORTING PERSON
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT.
(1) Includes 4,261,364 shares of Class A Common Stock issuable upon conversion
of 4,261,364 shares of the Issuer's Class B Common Stock, par value $0.01
per share ("Class B Common Stock"), which shares are held by the Reporting
Person's nominee Atwell & Co.
(2) Adjusted for the conversion of Class B Common Stock. Each share of Class A
Common Stock is entitled to one vote per share and each share of Class B
Common Stock is entitled to ten votes per share. Holders of Class A Common
Stock and Class B Common Stock vote as a single class on the election of
directors. See Item 8 concerning the election of directors.
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CUSIP NO.: 910734 10 2 13G Page 3 of 7 Pages
ITEM 1.
(a) Name of Issuer:
United International Holdings, Inc., a Delaware corporation
(b) Address of Issuer's Principal Executive Offices:
4643 S. Ulster Street
Suite 1300
Denver, Colorado 80237
ITEM 2.
(a) Name of Person(s) Filing:
Apollo Cable Partners, L.P.
(b) Address of Principal Business Office or, if None, Residence:
The address for the Reporting Person is:
c/o Apollo Advisors, L.P.
Two Manhattanville Road
Purchase, NY 10577
(c) Citizenship:
Apollo Cable Partners, L.P. is organized under the laws of the State
of Delaware.
(d) Title of Class of Securities:
Class A Common Stock, par value $0.01 per share
(e) CUSIP Number:
910734 10 2
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 13d-1(b) OR 13d-2(b)
OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or Dealer registered under Section 15 of the Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act.
(d) [ ] Investment company registered under Section 8 of the Investment Company
Act of 1940.
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
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CUSIP NO.: 910734 10 2 13G Page 4 of 7 Pages
(g) [ ] A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition of an investment
investment company under Section 3(c)(14) of the Investment Company Act
Act of 1940.
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c) check this box. [ ]
ITEM 4. OWNERSHIP
Provide the following information regarding the aggregate number and percentage
of the class of securities of the Issuer identified in Item 1. The information
provided in this Item 4 assumes the conversion of Class B Common Stock for Class
A Common Stock.
(a) Amount beneficially owned:
Apollo Cable Partners, L.P. beneficially owns 4,261,364 shares of
Class A Common Stock.
(b) Percent of class:
The following percentage interests are based on 30,699,381 shares of Class
A Common Stock outstanding as of January 8, 1999, as reported by the Issuer
in its Quarterly Report on Form 10-Q filed January 14, 1999.
Apollo Cable Partners, L.P.: 12.2%
Each share of Class A Common Stock is entitled to one vote per share and
each share of Class B Common Stock is entitled to ten votes per share.
Holders of Class A Common Stock and Class B Common Stock vote as a single
class on the election of directors. When all classes of stock beneficially
owned by the Reporting Person is aggregated, the Reporting Person may be
deemed to beneficially own voting equity securities representing 32.8% of
the voting power with respect to a general election of directors. See Item
8 below for additional information concerning the election of directors.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: not applicable
(ii) Shared power to vote or to direct the vote (see Item 8 below,
which is incorporated in this Item 4(c) by this reference):
Apollo Cable Partners, L.P.: 4,261,364 shares
(iii) Sole power to dispose or to direct the disposition of: not
applicable
(iv) Shared power to dispose or to direct the disposition of (see Item
8 below, which is incorporated in this Item 4(c) by this reference):
Apollo Cable Partners, L.P.: 4,261,364 shares
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 5% of
the class of securities, check the following [ ].
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CUSIP NO.: 910734 10 2 13G Page 5 of 7 Pages
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Apollo Cable Partners, L.P. does not own any shares of Class A Common Stock and
is the beneficial owner of 4,261,364 shares of Class B Common Stock, which
shares are held by Apollo Cable Partners, L.P. nominee Atwell & Co.
Pursuant to the terms of that certain Stockholders' Agreement, dated April 13,
1993 (the "Stockholders' Agreement"), by and among 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 the
Issuer, Apollo and the Founders have agreed to vote in favor of three persons
nominated to be directors by Apollo and nine persons nominated to be directors
by the Founders in the elections of directors of the Issuer. 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
Issuer'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 can be found at Exhibit 10.16 to the Issuer's
Registration Statement on Form S-1 (File No. 33-61376) filed with Securities and
Exchange Commission on April 21, 1993.
To the best knowledge of the Reporting Person, L. Flinn, Jr. Family Limited
Partnership and Lawrence Flinn, Jr. transferred all their shares in the Issuer
and ceased to be parties to the Stockholders Agreement. In 1997, DLF Partners
and Lawrence F. DeGeorge became parties to the Stockholders Agreement as
Founders upon acquiring all the shares held by Cable Acquisition Corporation.
Some of the Founders have transferred all or a portion of their shares of the
Issuer to the following persons: Albert & Carolyn Company, James R. Carollo
Living Trust, John B. Carollo Living Trust, Giovanini Properties, Curtis
Rochelle Trust, 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 as
Founders. William J. Elsner, Joseph E. Giovanini, Clarice J. Giovanini,
Giovanini Investments, Ltd., and Giovanini Properties ceased to be parties to
the Stockholders Agreement upon the sale of substantially all of their shares of
Common Stock of the Issuer through a secondary offering on July 16, 1998. As a
result of these transactions, the current parties to the Stockholders Agreement
are the Issuer, Apollo, and Albert M. Carollo, Carollo Company, Albert & Carolyn
Company, James R. Carollo Living Trust, John B. Carollo Living Trust, DLF
Partners, Lawrence F. DeGeorge, Kathleen Jaure, Curtis Rochelle, Curtis Rochelle
Trust, Jim Rochelle, Marian Rochelle, Gene W. Schneider, G. Schneider Holdings,
Mark Schneider, the Revocable Trust of Janet Schneider, Susan G. Schneider and
Robert A. Schneider as Founders.
The Issuer'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 Reporting Person and any other Founder
with respect to the voting of the Issuer's securities.
To the best of the Reporting Person's knowledge, the Founders and Apollo
beneficially owned as of December 31, 1998, a total of 10,400,097 shares of the
Class A Common Stock (assuming the conversion of 9,608,136 shares of Class B
Common Stock for 9,608,136 shares of Class A Common Stock and includes 572,583
shares that would be acquired upon exercise of presently exercisable options).
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CUSIP NO.: 910734 10 2 13G Page 6 of 7 Pages
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 Issuer's
stock held by the other members of such "group." Pursuant to Rule 13d-4, the
Reporting Person hereby disclaims beneficial ownership for purposes of Section
13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, of the shares
of Class A Common Stock and Class B Common Stock held by any other Founder or
their transferees.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATIONS.
Not applicable.
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CUSIP NO.: 910734 10 2 13G Page 7 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 8, 1999 APOLLO CABLE PARTNER'S L.P.
By: AIF II, L.P.
General Partner
By: Apollo Capital Management, Inc.
General Partner
By: /s/ Michael D. Weiner
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Name: Michael D. Weiner
Title: Vice President
