UNITED INTERNATIONAL HOLDINGS INC
PRE 14A, 1999-06-08
CABLE & OTHER PAY TELEVISION SERVICES
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                            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:
[X]      Preliminary Proxy Statement
[   ]    Confidential, for Use of the Commission Only
         (as permitted by Rule 14a-6(e)(2))
[   ]    Definitive Proxy Statement
[   ]    Definitive Additional Materials
[   ]    Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12


                       UNITED INTERNATIONAL HOLDINGS, INC.
                (Name of Registrant as Specified in Its Charter)

    (Name of Person(s) Filing Proxy Statement. if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X]     No fee required.
[ ]     Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
         1)    Title of each class of securities to which transaction applies:
         2)    Aggregate number of securities to which transaction applies:
         3)    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):
         4)    Proposed maximum aggregate value of transaction:
         5)    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:


<PAGE>


                       UNITED INTERNATIONAL HOLDINGS, INC.
                              d/b/a UNITEDGLOBALCOM
                        4643 S. Ulster Street, Suite 1300
                             Denver, Colorado 80237



                                                                  June 24, 1999


Dear Fellow Stockholder:

         You are cordially invited to attend a special meeting of stockholders
of United International Holdings, Inc., d/b/a UnitedGlobalCom (the "Company"),
which will be held at its offices at 4643 South Ulster Street, Suite 1300,
Denver, Colorado, on Friday, July 23, 1999, at 10:00 a.m. local time. A notice
of the special meeting, a proxy card and a Proxy Statement containing important
information about the matters to be acted upon at the special meeting are
enclosed.

         You will be asked at the special meeting to consider and vote upon (i)
a proposed amendment to the Second Restated Certificate of Incorporation of the
Company changing the Company's name to UnitedGlobalCom, Inc. and (ii) a proposed
amendment to the Second Restated Certificate of Incorporation of the Company to
increase the number of authorized shares of Class A Common Stock to 170,000,000
shares and to permit any future increases or decreases in the number of
authorized shares of Class A Common Stock or Class B Common Stock to be approved
by the affirmative vote of holders of a majority of the Class A Common Stock and
Class B Common Stock, voting together and without separate class votes.

         The Board of Directors believes the proposals delineated above are in
the best interests of the Company and its stockholders. The Board of Directors
recommends that the stockholders vote in favor of the proposals presented in the
enclosed proxy statement.

         Whether or not you are personally able to attend the special meeting,
please complete, sign and date the enclosed proxy card and return it in the
enclosed prepaid envelope as soon as possible. This action will not limit your
right to vote in person if you do wish to attend the meeting and vote
personally.


                                  Yours truly,

                                  /s/ Gene W. Schneider
                                      Gene W. Schneider
                                      Chairman of the Board and
                                      Chief Executive Officer






<PAGE>


                       UNITED INTERNATIONAL HOLDINGS, INC.
                              d/b/a UNITEDGLOBALCOM
                    NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
                           To be held on July 23, 1999
                              ---------------------

         NOTICE IS HEREBY GIVEN that a special meeting of stockholders
(including any adjournment or postponement thereof, the "Meeting") of United
International Holdings, Inc., a Delaware corporation, d/b/a UnitedGlobalCom (the
"Company"), will be held at 4643 South Ulster Street, Suite 1300, Denver,
Colorado on Friday, July 23, 1999, at 10:00 a.m. local time to consider and vote
upon the following proposals:

(i)  a proposed amendment to the Second Restated Certificate of Incorporation of
     the Company changing the Company's name to UnitedGlobalCom, Inc., and

(ii) a proposed amendment to the Second Restated Certificate of Incorporation of
     the Company to increase the number of authorized shares of Class A Common
     Stock and to permit any future increases or decreases in the number of
     authorized shares of Class A Common Stock or Class B Common Stock to be
     approved by the affirmative vote of holders of a majority of the Class A
     Common Stock and Class B Common Stock, voting together and without separate
     class votes.

         Holders of record of the Company's Class A Common Stock and Class B
Common Stock at the close of business on June 14, 1999, the record date of the
Meeting, will be entitled to notice of and to vote together as a single class at
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 complete, date and sign the enclosed proxy card and return it promptly in the
accompanying, postage prepaid envelope, so that your shares may be voted in
accordance with your wishes and the presence of a quorum may be assured. Such
proxy action does not affect your right to vote in person in the event you
attend the Meeting.

         This Proxy Statement and the accompanying form of proxy are first being
mailed to stockholders of the Company on or about June 24, 1999.

                                        BY ORDER OF THE BOARD OF DIRECTORS


                                        /s/ Ellen P. Spangler
                                            Ellen P. Spangler
                                            Secretary


Denver, Colorado
June 24, 1999

PLEASE EXECUTE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY, WHETHER OR NOT YOU
INTEND TO BE PRESENT AT THE SPECIAL MEETING.


<PAGE>



                                   PRELIMINARY

                       UNITED INTERNATIONAL HOLDINGS, INC.
                              d/b/a UNITEDGLOBALCOM
                      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,
d/b/a UnitedGlobalCom (the "Company"), in connection with the solicitation of
proxies by the Board of Directors of the Company (the "Board") for use at a
special meeting of the Company's stockholders or at any adjournment or
postponement thereof (the "Meeting"), for the purposes set forth in the
accompanying Notice of Special Meeting of Stockholders.

Time and Place; Purposes

         The Meeting will be held at 10:00 a.m. local time on July 23, 1999, at
the Company's offices at 4643 South Ulster Street, Suite 1300, Denver, Colorado.
At the Meeting, the stockholders of the Company will be asked to consider and
vote upon the following proposals: (i) a proposed amendment to the Second
Restated Certificate of Incorporation of the Company changing the Company's name
to UnitedGlobalCom, Inc. (the "Name Change Proposal"), and (ii) a proposed
amendment to the Second Restated Certificate of Incorporation of the Company to
increase the number of authorized shares of Class A Common Stock and to permit
any future increases or decreases in the number of authorized shares of Class A
Common Stock or Class B Common Stock to be approved by the affirmative vote of
holders of a majority of the Class A Common Stock and Class B Common Stock,
voting together and without separate class votes (the "Stock Increase
Proposal").

         This Proxy Statement and the accompanying form of proxy are first being
mailed to stockholders of the Company on or about June 24, 1999.

Voting Rights; Record Date

     The Board has fixed the close of business on June 14, 1999 (the "Record
Date"), as the record date for the determination of holders of Common Stock
entitled to receive notice of and to vote at the Meeting. Accordingly, only
holders of record shares of Common Stock at the close of business on the Record
Date are entitled to notice of and to vote at the Meeting. At the close of
business on the Record Date, the Company had outstanding and entitled to vote at
the meeting _____ shares of Class A Common Stock and [9,666,970] 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 otherwise 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 on each matter on
which holders of such shares of such classes are entitled to vote at the
Meeting.


         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 is necessary to constitute a quorum at the Meeting. The affirmative vote 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 required to approve the Name
Change Proposal, and the affirmative vote of the holders of a majority of the
outstanding Class A Common Stock and the outstanding Class B Common Stock
entitled to vote at the Meeting, voting separately and not as a single class, is
required to approve the Stock Increase Proposal.

         With respect to each proposal, stockholders of the Company may vote in
favor of or against the proposal.


                                       1
<PAGE>


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 instructions indicated in such proxies. 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 the Name Change Proposal and FOR the Stock Increase Proposal. The Name
Change Proposal and the Stock Increase Proposal are the only matters to be acted
upon at the Meeting. As to any other issue that may properly come before the
Meeting, the persons named in the accompanying proxy card will vote thereon in
accordance with their best judgment. A properly executed proxy marked "ABSTAIN,"
although counted for purposes of determining whether there is a quorum, will not
be voted and will have the same effect as a vote cast against the matter to
which such instruction is indicated. Shares represented by "broker non-votes"
(i.e., shares held by brokers or nominees which are represented at the Meeting
but with respect to which the broker or nominee is not empowered to vote on a
particular proposal) will also be counted for purposes of determining whether
there is a quorum at the Meeting and will have the same effect as a vote against
a particular matter.

         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 in connection therewith.

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth as of June 1, 1999, certain information
concerning the ownership of Common Stock of all classes 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 named executive officer of the Company, and (iv) all
directors and named executive officers of the Company as a group. 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 and are
reflected as such in the table. Such ownership information includes shares of
Common Stock that may be acquired within 60 days of June 1, 1999, through stock
options. 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 (the "Stockholders' Agreement") among the Company,
Apollo Cable Partners, L.P. ("Apollo") and certain stockholders of the Company.

         Shares issuable within 60 days upon exercise of options, conversion of
convertible securities, exchange of exchangeable securities or upon vesting of
restricted stock awards are deemed to be outstanding for the purpose of
computing the percentage ownership and overall voting power of persons
beneficially owning such securities, but have not been deemed to be outstanding
for the purpose of computing the percentage ownership or overall voting power of
any other person. So far as is known to the Company, the persons indicated below
have sole voting and investment power with respect to the shares indicated as
owned by them, except as otherwise stated below and in the notes to the table
and except for the shares subject to the Stockholders' Agreement, which shares
are voted in accordance with the provisions thereof. The number of shares
indicated as owned by Gene W. Schneider, Michael T. Fries, Mark L. Schneider,
and J. Timothy Bryan, each a named executive officer of the Company, includes
interests in shares held by the trustee of the Company's defined contribution
401(k) plan (the "401(k) Plan") as of December 31, 1998. The shares held by the
trustee of the Company's 401(k) Plan for the benefit of said executive officers
are voted at the discretion of the trustee.

                                       2
<PAGE>


<TABLE>
<CAPTION>

                                      Beneficial Ownership Other
                                        Than Deemed Beneficial                    Beneficial Ownership, including Deemed
                                     Ownership as a Result of the                 Beneficial Ownership as a Result of the
                                       Stockholders' Agreement                             Stockholders' Agreement
                                   ---------------------------------   -----------------------------------------------------------
                                   ---------------------------------   -----------------------------------------------------------
                                          Class A Common Stock                                                     Percentage of
           Beneficial Owner                      and                          Class A             Class B         all Outstanding
                                          Class B Common Stock             Common Stock         Common Stock       Common Stock
                                   --------------------------------    -------------------- -------------------- -----------------
                                              Percent of   Percent               Percent of           Percent of Number    Percent
                                   Number     Number of    of Total    Number    Number of  Number    Number of  of        of
                                   of Shares  Shares(1)    Vote(1)    of Shares  Shares(2)  of Shares Shares(1)  Shares(1) Total
                                                                                                                           Vote(1)
<S>                                <C>           <C>          <C>   <C>           <C>      <C>          <C>        <C>     <C>

Gene W. Schneider(3)(4)..........  2,683,465                        10,344,238             9,441,962
Curtis W. Rochelle(3)(5).........  1,143,533                        10,344,238             9,441,962
Mark L. Schneider(3)(6)..........    504,615                        10,344,238             9,441,962
Lawrence F. DeGeorge(3)(7).......    411,131                        10,344,238             9,441,962
Lawrence J. DeGeorge(3)(8).......    416,964                        10,344,238             9,441,962
Albert M. Carollo(3)(9)..........    154,022        *           *   10,344,238             9,441,962
John P. Cole Jr.(10).............     71,871        *           *       71,871        *           --      --       *        *
Antony P. Ressler(11)............     42,812        *           *       42,812        *           --      --       *        *
John F. Riordan(12)..............    393,906                           393,906        *           --      --
Bruce H. Spector(13).............     42,812        *           *       42,812        *           --      --       *        *
Michael T. Fries(14) ............    239,835                           239,835                45,790       *
J. Timothy , Bryan(15) ..........     21,213        *           *       21,213        *           --      --       *        *
All directors and executive
   officers as a group
   (12 persons)..................  6,144,096                        11,156,687             9,487,752
Apollo Cable Partners L.P.(16)...  4,261,364                        10,344,238             9,441,962
Janet Schneider(17)..............    142,774                        10,344,238             9,441,962
The Gene W. Schneider Family
   Trust.........................    200,000                        10,344,238             9,441,962
MacKay-Shields Financial
   Corporation(18)...............  1,777,967                         1,777,967                    --      --
Everest Capital Limited and
   Everest Capital Master Fund,
L.P.(19).........................  2,594,200                         2,594,200                    --      --
Capital Research and Management
   Company(20) ..................  2,805,000                         2,805,000                    --      --
SMALLCAP World Fund, Inc.(20) ...  1,625,000                         1,625,000                    --      --
Baron Capital Group, Inc.,
   BAMCO, Inc., Baron Capital
   Management, Inc. and
   Ronald Baron(21)..............  2,228,900                         2,228,900                    --      --
Janus Capital Corporation and
   Thomas H. Bailey (22) ........  3,346,540                         3,346,540                    --      --
</TABLE>

                                       3
<PAGE>
 *   Less than 1%.

(1)  The figures for the percent of number of shares and percent of total vote
     are based on ______ shares of Class A Common Stock (after elimination of
     shares of the Company held in treasury and by its subsidiaries) and
     [9,666,970] shares of Class B Common Stock outstanding on June 14, 1999. In
     determining the percent of vote, each share of Class A Common Stock has one
     vote per share and each share of Class B Common Stock has 10 votes per
     share.
(2)  The figures for the percent of number of shares in this column are based on
     ______ shares of Class A Common Stock (after elimination of shares of the
     Company held in treasury and by its subsidiaries) and [9,441,962] shares of
     Class B Common Stock held by parties to the Stockholders' Agreement.
(3)  The address of Messrs. G. Schneider, Rochelle, M. Schneider, Lawrence F.
     and Lawrence J. DeGeorge, and Carollo is c/o United International Holdings,
     Inc., 4643 South Ulster Street, Suite 1300, Denver, Colorado 80237.
(4)  Includes 273,333 shares of Class A Common Stock that are subject to
     presently exercisable options and 1,683 shares of Class A Common Stock held
     by the trustee of the Company's 401(k) Plan for the benefit of Mr.
     Schneider. Also includes 2,403,364 shares of Class B Common Stock of which
     1,531,756 shares are owned by the G. Schneider Holdings Co. (c/o United
     International Holdings, Inc., 4643 South Ulster Street, Suite 1300, Denver,
     Colorado 80237). The fourth through ninth columns also include 284,302
     shares of Class A Common Stock, 337,873 shares of Class A Common Stock
     subject to presently exercisable options, and 7,038,598 shares of Class B
     Common Stock owned by other parties to the Stockholders' Agreement, as to
     which Mr. Schneider disclaims beneficial ownership.
(5)  Includes 42,812 shares of Class A Common Stock that are subject to
     presently exercisable options. Also includes 111,184 shares of Class B
     Common Stock and 16,067 shares of Class A Common Stock owned by Mr.
     Rochelle's spouse Marian Rochelle (Box 996, Rawlins, Wyoming 82301) and
     898,470 shares of Class B Common Stock and 75,000 shares of Class A Common
     Stock owned by the Curtis Rochelle Trust. The fourth through ninth columns
     include 38,456 shares of Class B Common Stock owned by Kathleen Jaure (Box
     321, Rawlins, Wyoming 82301), and 38,456 shares of Class B Common Stock
     owned by Jim Rochelle (Box 967, Gillette, Wyoming 82717) that are excluded
     from column one. The fourth through ninth columns also include 200,003
     shares of Class A Common Stock, 568,394 shares of Class A Common Stock
     subject to presently exercisable options, and 8,432,308 shares of Class B
     Common Stock owned by other parties to the Stockholders' Agreement
     (including Kathleen Jaure and Jim Rochelle), as to which Mr. Rochelle
     disclaims beneficial ownership.
(6)  Includes 192,458 shares of Class A Common Stock that are subject to
     presently exercisable options and 789 shares of Class A Common Stock held
     by the trustee of the Company's 401(k) Plan for the benefit of Mr.
     Schneider. Also includes 290,368 shares of Class B Common Stock owned by
     Mr. Schneider. The fourth through ninth columns also include 269,281 shares
     of Class A Common Stock, 418,748 shares of Class A Common Stock subject to
     presently exercisable options, and 9,151,594 shares of Class B Common Stock
     owned by other parties to the Stockholders' Agreement, as to which Mr.
     Schneider disclaims beneficial ownership.
(7)  Includes 16,979 shares of Class A Common Stock that are subject to
     presently exercisable options. The fourth through ninth columns also
     include 231,070 shares of Class A Common Stock, 594,227 shares of Class A
     Common Stock subject to presently exercisable options, and 9,107,810 shares
     of Class B Common Stock owned by other parties to the Stockholders'
     Agreement, as to which Mr. DeGeorge disclaims beneficial ownership.
(8)  Includes 42,812 shares of Class A Common Stock that are subject to
     presently exercisable options and 20,000 shares of Class A Common Stock
     owned by his spouse, Florence DeGeorge. Mr. DeGeorge disclaims beneficial
     ownership of such shares owned by Mrs. DeGeorge. The fourth through ninth
     columns also include 251,070 shares of Class A Common Stock, 568,394 shares
     of Class A Common Stock subject to presently exercisable options, and
     9,107,810 shares of Class B Common Stock owned by other parties to the
     Stockholders' Agreement, as to which Mr. DeGeorge disclaims beneficial
     ownership.

                                       4
<PAGE>

(9)  Includes 42,812 shares of Class A Common Stock that are subject to
     presently exercisable options and 111,210 shares of Class B Common Stock
     owned by the Carollo Company. The fourth through ninth columns 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 and 55,600 shares of Class B Common Stock owned by the John B.
     Carollo Living Trust that are excluded from column one. The fourth through
     ninth columns also include 291,070 shares of Class A Common Stock, 568,394
     shares of Class A Common Stock subject to presently exercisable options,
     and 9,330,752 shares of Class B Common Stock owned by other parties to the
     Stockholders' Agreement (including the Albert & Carolyn Company, James R.
     Carollo Living Trust and the John B. Carollo Living Trust), as to which Mr.
     Carollo disclaims beneficial ownership. The address of Albert & Carolyn
     Company and the John B. Carollo Living Trust is c/o Sweetwater Television
     Co., P.O. Box 8, 602 Broadway, Rock Springs, Wyoming 82901. The address of
     the James R. Carollo Living Trust is 32395 Highlands Road, Steamboat
     Springs, Colorado 80477.
(10) Includes 15,417 shares of Class A Common Stock that are subject to
     presently exercisable options. (11) Includes 42,812 shares of Class A
     Common Stock that are subject to presently exercisable options.
(12) Includes  9,375  shares of Class A Common Stock that are subject to
     presently  exercisable  options and 384,531  shares of Class A Common Stock
     owned by Riordan Communications Limited.
(13) Includes 42,812 shares of Class A Common Stock that are subject to
     presently exercisable options.
(14) Includes 182,292 shares of Class A Common Stock that are subject to
     presently exercisable options and 1,662 shares of Class A Common Stock held
     by the trustee of the Company's 401(k) Plan for the benefit of Mr. Fries.
     Also includes 45,790 shares of Class B Common Stock owned by Mr. Fries.
(15) Includes  20,832  shares of Class A Common  Stock  subject to presently
     exercisable  options and 381 shares of Class A Common Stock held by the
     trustee of the Company's 401(k) Plan for the benefit of Mr. Bryan.
(16) Represents 4,261,364 shares of Class B Common Stock owned by Apollo. The
     fourth through ninth columns also include 291,070 shares of Class A Common
     Stock, 611,206 shares of Class A Common Stock subject to presently
     exercisable options, and 5,180,598 shares of Class B 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.
(17) Includes 142,774 shares of Class B Common Stock owned by The Janet
     Schneider Revocable Trust. The fourth through ninth columns include 27,773
     shares of Class A Common Stock owned by Richard Schneider and 43,673 shares
     of Class A Common Stock owned by Robert Schneider that are excluded from
     column one. The fourth through ninth columns also include 291,070 shares of
     Class A Common Stock, 611,206 shares of Class A Common Stock subject to
     presently exercisable options, and 9,299,188 shares of Class B Common Stock
     owned by other parties to the Stockholders' Agreement (including Richard
     and Robert Schneider), as to which Ms. Schneider disclaims beneficial
     ownership. The address for The Janet Schneider Revocable Trust is 3500
     Alpine Drive, Casper, WY 82601, the address for Richard Schneider is 3113
     NW 24th Street, New Castle, Oklahoma 73065 and the address for Robert
     Schneider is 6200 Prairie Ridge Road, Ames Iowa 50014.
(18) The number of shares of Class A Common Stock in the table is based upon a
     Schedule 13G dated February 8, 1999, filed by MacKay-Shields Financial
     Corporation ("MacKay-Shields") with respect to the Class A Common Stock.
     MacKay-Shields, an investment adviser, is the beneficial owner of 1,777,967
     shares of Class A Common Stock as a result of acting as investment adviser
     to various clients. The Schedule 13G reflects that MacKay-Shields has
     shared voting and disposition powers over said shares, which includes
     1,555,300 shares of Class A Common Stock and 128,081 shares of Class A
     Common Stock that may be acquired upon conversion of the Convertible
     Preferred Stock, Series A of the Company. The address of MacKay-Shields
     Financial Corp. is 9 West 57th Street, New York, NY 10019.

                                       5
<PAGE>

(19) The number of shares of Class A Common Stock in the table is based upon a
     Schedule 13G dated July 23, 1998, filed by Everest Capital Limited
     ("Everest") and Everest Capital Master Fund, L.P. ("Everest Fund"), to
     which Everest is the general partner. The Schedule 13G reflects that
     Everest has sole voting power and sole disposition power over 952,685
     shares of Class A Common Stock and, with Everest Fund, shared voting and
     disposition powers over 1,641,515 shares of Class A Common Stock. The
     address of Everest and Everest Fund is The Bank of Butterfield Building, 65
     Front Street, 6th Floor, Hamilton HM JX, Bermuda.
(20) The number of shares of Class A Common Stock in the table is based upon a
     Schedule 13G dated February 8, 1999, filed jointly by Capital Research and
     Management Company ("Capital Research") and SMALLCAP World Fund, Inc.
     ("SMALLCAP") with respect to the Class A Common Stock. Capital Research, an
     investment adviser, is the beneficial owner of 2,805,000 shares of Class A
     Common Stock as a result of acting as investment adviser to various
     investments companies. SMALLCAP is advised by Capital Research and
     beneficially owns 1,625,000 shares of Class A Common Stock. The Schedule
     13G reflects that Capital Research has no voting power over said shares and
     sole dispositive power over 2,805,000 shares of Class A Common Stock and
     SMALLCAP has sole voting power over 1,625,000 and no dispositive power. The
     address of Capital Research and SMALLCAP is 333 South Hope Street, Los
     Angeles, California 90071.
(21) The number of shares of Class A Common Stock in the table is based upon a
     Schedule 13G dated February 3, 1999, filed by Baron Capital Group, Inc.
     ("BCG"), BAMCO, Inc., Baron Capital Management, Inc. ("BCM") and Ronald
     Baron. The Schedule 13G reflects that BAMCO and BCM are investment advisors
     and have shared voting and shared dispositive powers over 1,920,000 shares
     and 308,900 shares, respectively, of Class A Common Stock. BCG and Mr.
     Baron are parent holding companies of such investment advisors and share in
     such powers.
(22) The number of shares of Class A Common Stock in the table is based upon a
     Schedule 13G dated February 5, 1999, filed by Janus Capital Corporation
     ("Janus Capital") and Thomas H. Bailey, a greater than 10% owner of Janus
     Capital. The Schedule 13G reflects Janus Capital and Mr. Bailey have shared
     voting and dispositive powers over 3,346,540 shares of Class A Common
     Stock. Janus Capital is the beneficial owner of such shares as a result of
     acting as an investment advisor to several clients. The address of Janus
     Capital and Mr. Bailey is 100 Fillmore Street, Denver, Colorado 80206.

         No equity securities in any subsidiary of the Company, including
directors' qualifying shares, are owned by any of the Company's named executive
officers or directors, except as stated below. The following discussion sets
forth ownership information as of June 1, 1999 and within 60 days thereof with
respect to stock options.

         The following executive officers and directors own options to purchase
ordinary shares and phantom options for ordinary shares of United Pan-Europe
Communications N.V., a majority-owned subsidiary of the Company ("UPC"): (i) Mr.
Gene W. Schneider beneficially owns 31,000 ordinary shares and phantom options
for 187,500 ordinary shares, of which 105,469 are exercisable, (ii) Mr. Fries
beneficially owns 3,051 ordinary shares and phantom options for 75,000 ordinary
shares, of which 15,625 are exercisable, (iii) Mr. Mark L. Schneider
beneficially owns 30,000 ordinary shares and options to purchase 975,000
ordinary shares, of which 548,438 are exercisable, (iv) Mr. Bryan beneficially
owns phantom options for 487,500 ordinary shares, of which 133,437 are
exercisable, and (v) Mr. Riordan beneficially owns 1,220 ordinary shares and
options to purchase 525,000 ordinary shares, of which 295,312 are exercisable.
With respect to the phantom options, UPC may elect to pay such options in cash
or in ordinary shares of UPC.

         In addition, the following directors beneficially own ordinary shares
in UPC: (i) Mr. Carollo beneficially owns 10,000 ordinary shares, (ii) Mr. Cole
beneficially owns 1,525 ordinary shares, (iii) Mr. Lawrence F. DeGeorge
beneficially owns 10,000 ordinary shares, (iv) Mr. Ressler beneficially owns
8,237 ordinary shares, and (v) Mr. Rochelle beneficially owns 10,678 ordinary
shares.


                                       6
<PAGE>


              PROPOSAL 1 - NAME CHANGE AMENDMENT TO SECOND RESTATED
                          CERTIFICATE OF INCORPORATION

     The Board of Directors has unanimously approved and recommended that the
stockholders consider and approve an amendment to Article FIRST of the Second
Restated Certificate of Incorporation of the Company (the "Certificate"), which
would change the name of the Company from United International Holdings, Inc. to
UnitedGlobalCom, Inc. A copy of the Certificate of Amendment to the Certificate
for this amendment is annexed to this Proxy Statement as Exhibit A. To be
adopted, this proposal requires the affirmative vote of the holders of the
majority of the outstanding shares of the Class A Common Stock and Class B
Common Stock of the Company, entitled to vote thereon at the meeting and voting
as a single class. The Board of Directors believes that it is in the best
interest of the Company and its stockholders to amend the Restated Certificate
of Incorporation to give effect to the proposed amendment.

     The Board of Directors considers the proposed name change desirable because
it would more accurately reflect the current business of the Company, which is
operating systems offering video, voice and data services to millions of
subscribers around the globe. The new name is also an expression of the
Company's commitment to the global broadband communications business. In the
early years of the Company, it primarily held interests in systems offering the
multi-channel services. Over the past 10 years, the Company has actively
acquired and is operating many of those same systems, as well as other systems
involved in voice and data services. As a result, the Board of Directors
believes the name change is appropriate to reflect the fact that the Company is
a full service provider.

     The Board of Directors recommends a vote FOR the Name Change Proposal.


           PROPOSAL 2 - STOCK INCREASE AND COMBINED VOTE AMENDMENTS TO
                  SECOND RESTATED CERTIFICATE OF INCORPORATION

     The Board has approved and recommended that the stockholders consider and
approve an amendment to Article FOURTH of the Second Restated Certificate of
Incorporation (the "Certificate") that would (i) increase the number of
authorized shares of Class A Common Stock and (ii) permit any future increases
or decreases in the number of authorized shares of Class A Common Stock or Class
B Common Stock to be approved by the affirmative vote of the holders of a
majority of the Class A Common Stock and Class B Common Stock, voting together
and without separate class votes. A copy of the Certificate of Amendment to the
Certificate for this amendment is annexed to this Proxy Statement as Exhibit B.

     The Company currently has authorized 60,000,000 shares of Class A Common
Stock, 30,000,000 shares of Class B Common Stock and 3,000,000 shares of
preferred stock. As of June 14, 1999, there were issued and outstanding
__________ shares of Class A Common Stock, [9,666,970] shares of Class B Common
Stock, 22,000 shares of Convertible Preferred Stock, Series A, convertible into
a maximum of 263,152 shares of Class A Common Stock, 139,031 shares of
Convertible Preferred Stock, Series B, convertible into a maximum of 2,622,417
shares of Class A Common Stock, and 106,090 Warrants convertible into 481,052
shares of Class A Common Stock. An additional 3,800,000 shares of Class A Common
Stock has been reserved for issuance pursuant to the Company's 1993 Stock Option
Plan for employees and an aggregate of 1,460,000 shares of Class A Common Stock
has been reserved for issuance pursuant to the Company's Stock Option Plan for
Non-Employee Directors adopted in 1993 and the Company's Stock Option Plan for
Non-Employee Directors adopted in 1998. This leaves a balance of _______________
authorized shares of Class A Common Stock available for issuance as of June 14,
1999. The proposed amendment would increase the authorized shares of Class A
Common Stock to 170,000,000 shares.

     The Class A Common Stock and the Class B Common Stock vote together as a
single class on all matters, except where otherwise required by the Delaware
General Corporation Law. The Delaware General Corporate Law provides that
amendments to the Company's Certificate to increase or decrease the number of
authorized shares of Common Stock currently require separate class votes by the
holders of the Class A Common Stock and the holders of the Class B Common Stock
of the Company. The proposed amendment would permit future increases and
decreases (but not below the number of shares then outstanding) in the number of
authorized shares of Class A Common Stock and Class B Common Stock to be
accomplished by the affirmative vote of the holders of a majority of the Class A


                                       7
<PAGE>

Common Stock and Class B Common Stock, voting together and without a separate
class vote. If the proposed amendment is adopted, the holders of Class B Common
Stock will have sufficient voting power to approve such increases or decreases.

     The Board considers the proposed amendment desirable because it would give
the Board the necessary flexibility to issue Common Stock in connection with
future stock dividends and splits, acquisitions, financings and employee
benefits and for other general corporate purposes without the expense and delay
incidental to obtaining stockholder approval of an amendment to the Certificate
increasing the number of authorized shares at the time of such action, except as
may be required for a particular issuance by applicable law or by the rules of
any stock exchange on which the Company's securities may be issued. In
particular, the Board is considering a stock split effected as a stock dividend
depending on the market and certain other considerations. The size and timing of
a stock split has not been determined and no assurance can be given that a stock
split will be authorized. The Board believes that the elimination of separate
class votes on increases or decreases of authorized shares will increase the
Company's flexibility in changing its number of authorized shares.

     To be adopted, this proposal requires the affirmative vote of a majority of
the voting power of the shares of Class A Common Stock and Class B Common Stock
of the Company entitled to vote at the Meeting, with the holders of the Class A
Common Stock and the holders of the Class B Common Stock voting separately and
not together as a single class.

     The Board of Directors recommends a vote FOR the Stock Increase Proposal.


                              STOCKHOLDER PROPOSALS

         Proposals by a stockholder to be presented at the fiscal 1999 annual
meeting of stockholders should have been received by the Company on or before
June 11, 1999. The Company intends to hold its 1999 annual meeting of
stockholders on August 27, 1999.


                                 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/ Ellen P. Spangler
                                    Ellen P. Spangler
                                    Senior Vice President
                                    Business and Legal Affairs,
                                    and Secretary

Denver, Colorado
June 24, 1999


                                       8
<PAGE>


Exhibit A
                           Certificate of Amendment of
                 Second Restated Certificate of Incorporation of
                       UNITED INTERNATIONAL HOLDINGS, INC.


         UNITED INTERNATIONAL HOLDINGS, INC., a Delaware corporation (the
"Corporation"), hereby certifies that:

     1.   The amendment set forth herein was duly adopted in accordance with
Section 242 of the General Corporation Law of Delaware.

     2. Article FIRST of the Corporation's Second Restated Certificate of
Incorporation is hereby amended to read in its entirety, as follows:

      The name of the corporation (the "Corporation") is:  UNITEDGLOBALCOM, INC.

     3. All other remaining provisions of the Second Restated Certificate of
Incorporation not amended hereby shall remain unchanged and in full force and
effect.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed on this ____ day of _____, 1999.

                                            United International Holdings, Inc.



                                            By:    _____________________


<PAGE>


Exhibit B
                           Certificate of Amendment of
                 Second Restated Certificate of Incorporation of
                       UNITED INTERNATIONAL HOLDINGS, INC.


         UNITED INTERNATIONAL HOLDINGS, INC., a Delaware corporation
(the"Corporation"), hereby certifies that:

     1.   The amendment set forth herein was duly adopted in accordance with
Section 242 of the General Corporation Law of Delaware.

     2. The first paragraph of the Corporation's Second Restated Certificate of
Incorporation, which immediately precedes Section A of Article FOURTH, is hereby
amended to read in its entirety, as follows:

         (a) Authorized Shares. The total number of shares of stock that the
         Corporation shall have authority to issue is 203,000,000 divided into
         the following classes:

          (i)   170,000,000 shares of Class A Common Stock, par value $.01 per
                share;

          (ii)  30,000,000 shares of Class B Common Stock, par value $.01 per
                share;

          (iii) 3,000,000 shares of preferred stock, par value $.01 per share.

     The number of authorized shares of Class A Common Stock or Class B Common
     Stock may be increased or decreased (but not below the number of shares
     thereof then outstanding) by an amendment to the Certificate of
     Incorporation approved by the affirmative vote of the holders of a majority
     of the Class A Common Stock and Class B Common Stock, voting together and
     without separate class votes.

     3. All other remaining provisions of the Second Restated Certificate of
Incorporation not amended hereby shall remain unchanged and in full force and
effect.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed on this ____ day of _____, 1999.

                                            United International Holdings, Inc.



                                             By:    _____________________

<PAGE>

PROXY

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

                       UNITED INTERNATIONAL HOLDINGS, INC.
                              d/b/a UNITEDGLOBALCOM
                              CLASS B COMMON STOCK
      Proxy for Special Meeting of Stockholders to be held on July 23, 1999


     The undersigned hereby appoints Gene W. Schneider, Michael T. Fries and
Ellen P. Spangler or any one of them, with full power of substitution, as a
proxy or proxies to represent the undersigned at the Special Meeting (the
"Meeting") of Stockholders of UNITED INTERNATIONAL HOLDINGS, INC. (the
"Company") to be held on July 23, 1999, and at any adjournments or postponements
thereof, and to vote thereat all the shares of Class B Common Stock of the
Company held of record by the undersigned at the close of business on June 14,
1999, 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 APPROVAL OF BOTH PROPOSALS
TO AMEND THE COMPANY'S SECOND RESTATED CERTIFICATE OF INCORPORATION. 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 Meeting and may be
revoked prior to exercise. Receipt of the Notice of Special Meeting and the
Proxy Statement relating to the Meeting is hereby acknowledged.


                   (Continued and to be signed on other side)



<PAGE>



                              CLASS B COMMON STOCK


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 the Proposals stated below.

PROPOSAL 1:  Approval of the
amendment to the
Company's Second Restated
Certificate of Incorporation         FOR        AGAINST         ABSTAIN
changing the Company's name.


PROPOSAL 2: Approval of the
amendment to the Company's
Second Restated Certificate
of Incorporation to increase
the number of authorized shares      FOR        AGAINST         ABSTAIN
of Class A Common Stock and permit
future increases or decreases in
the number of authorized shares
of Class A Common Stock and Class B
Common Stock to be approved without
separate class votes.

In their discretion, the named proxies may vote on such other business as may
properly come before the Special Meeting or any adjournments or postponements
thereof.


PLEASE SIGN, AND DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS RECOMMENDATIONS,
MERELY SIGN BELOW, NO BOXES NEED TO BE CHECKED.






Signature(s)____________________________________________________________________
Date:______________________ Please sign exactly as name appears above. 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.


                                               FOLD AND DETACH HERE

<PAGE>

PROXY

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

                       UNITED INTERNATIONAL HOLDINGS, INC.
                              d/b/a UNITEDGLOBALCOM
                              CLASS A COMMON STOCK
      Proxy for Special Meeting of Stockholders to be held on July 23, 1999


     The undersigned hereby appoints Gene W. Schneider, Michael T. Fries and
Ellen P. Spangler or any one of them, with full power of substitution, as a
proxy or proxies to represent the undersigned at the Special Meeting (the
"Meeting") of Stockholders of UNITED INTERNATIONAL HOLDINGS, INC. (the
"Company") to be held on July 23, 1999, 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 June 14,
1999, 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 APPROVAL OF BOTH PROPOSALS
TO AMEND THE COMPANY'S SECOND RESTATED CERTIFICATE OF INCORPORATION. 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 Meeting and may be
revoked prior to exercise. Receipt of the Notice of Special Meeting and the
Proxy Statement relating to the Meeting is hereby acknowledged.


                   (Continued and to be signed on other side)



<PAGE>



                              CLASS A COMMON STOCK


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 the Proposals stated below.

PROPOSAL 1:  Approval of the
amendment to the
Company's Second Restated
Certificate of Incorporation         FOR        AGAINST         ABSTAIN
changing the Company's name.


PROPOSAL 2: Approval of the
amendment to the Company's
Second Restated Certificate
of Incorporation to increase
the number of authorized shares      FOR        AGAINST         ABSTAIN
of Class A Common Stock and permit
future increases or decreases in
the number of authorized shares
of Class A Common Stock and Class B
Common Stock to be approved without
separate class votes.

In their discretion, the named proxies may vote on such other business as may
properly come before the Special Meeting or any adjournments or postponements
thereof.


PLEASE SIGN, AND DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS RECOMMENDATIONS,
MERELY SIGN BELOW, NO BOXES NEED TO BE CHECKED.






Signature(s)____________________________________________________________________
Date:______________________ Please sign exactly as name appears above. 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.


                              FOLD AND DETACH HERE




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