SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
(Amendment No. __)*
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)
The Gene W. Schneider Family Trust
c/o United International Holdings, Inc.
4643 S. Ulster Street, Suite 1300
Denver, CO 80237
(303) 770-4001
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 25, 1999
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box
[ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*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, as amended ("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).
(Continued on following pages)
(Page 1 of 9 Pages)
<PAGE>
CUSIP NO.: 910734 10 2 13D Page 2 of 9 Pages
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Gene W. Schneider Family Trust
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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*
00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
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7. SOLE VOTING POWER
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NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 200,000 (1)
OWNED BY ----------------------------------------------------------------
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH ----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
200,000(1)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000(1)
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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)
0.6% (2)
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14. TYPE OF REPORTING PERSON
00
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*SEE INSTRUCTIONS BEFORE FILLING OUT
(1) Includes 200,000 shares of Class A Common Stock issuable upon conversion of
200,000 shares of Class B Common Stock, par value $.01 per share.
(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. See Items 5 & 6 concerning the election
of directors.
<PAGE>
CUSIP NO.: 910734 10 2 13D Page 3 of 9 Pages
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (the "Statement") relates to the shares of Class
A Common Stock, par value $0.01 per share (the "Class A Common Stock"), of
United International Holdings, Inc., a Delaware corporation (the "Issuer"). The
Issuer's principal executive offices are located at 4643 South Ulster Street,
Suite 1300, Denver, CO 80237.
Pursuant to Rule 13d-3 under the Act, this Statement also relates to the shares
of Class A Common Stock issuable upon conversion of shares of United
International Holdings, Inc. Class B Common Stock, par value $0.01 per share
(the "Class B Common Stock"). At the option of the holder, each share of Class B
Common Stock is convertible into one share of Class A Common Stock. The shares
of Class A Common Stock are not convertible into shares of Class B Common Stock.
The holders of Class A Common Stock and Class B Common Stock generally vote
together as a single class with respect to all matters voted on by the
stockholders of the Issuer. The holders of the Class B Common Stock are entitled
to 10 votes per share and the holders of Class A Common Stock are entitled to
one vote per share.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is filed on behalf of The Gene W. Schneider Family Trust (the
"GWS Family Trust"). The trustees of the GWS Family Trust are W. Dean Salter,
Carla G. Schneider Shankle and Tina M. Schneider Wildes, any two of which can
act for the GWS Family Trust. The current primary beneficiaries of the GWS
Family Trust are Carla G. Schneider Shankle and Tina M. Schneider Wildes,
daughters of Gene W. Schneider. The GWS Family Trust is an irrevocable trust
administered under the laws of the State of Colorado. The business address of
the GWS Family Trust is c/o United International Holdings, Inc., 4643 S. Ulster
Street, Suite 1300, Denver, CO 80237. The GWS Family Trust has no occupation or
employment.
During the last five years, the GWS Family Trust has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), and
has not been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and, as a result of such proceeding, is or was 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 finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On January 25, 1999, in a private transaction, the GWS Family Trust purchased
200,000 shares of Class B Common Stock at a purchase price of $36.3125 per share
from Gene W. Schneider. The GWS Family Trust acquired the Class B Common Stock
for a Promissory Note, dated January 25, 1999, and issued in favor of Gene W.
Schneider. The Promissory Note is secured by the 200,000 shares of Class B
Common Stock beneficially owned by the GWS Family Trust. The Promissory Note
bears interest at 4.52% per annum and is due and payable on or before January
25, 2003. A copy of the Promissory Note is set forth in Exhibit 7(b) hereto.
ITEM 4. PURPOSE OF TRANSACTION.
The GWS Family Trust entered into the transaction as part of the estate planning
of Gene W. Schneider. The GWS Family Trust currently holds its shares for
investment purposes; however, as a result of that certain Stockholders'
Agreement, as more fully described in Item 6 below, the GWS Family Trust may be
deemed to share control of the Issuer. The GWS Family Trust may determine to
change its investment intent with respect to the Issuer at any time in the
future. In reaching any conclusion as to its future course of action, the GWS
Family Trust will take into consideration various factors, such as the Issuer's
business and prospects and the market price of the Issuer's Class A Common
Stock. The GWS Family Trust reserves the right, depending on other relevant
factors, to acquire additional shares of any Class of the Issuer's common stock
in the open market or privately negotiated transactions, to dispose of all or a
portion of its holdings of shares of any Class of the Issuer's common stock, or
to change its intentions with respect to any or all of the matters referred to
in this Item 4.
<PAGE>
CUSIP NO.: 910734 10 2 13D Page 4 of 9 Pages
Other than as described herein, the GWS Family Trust does not otherwise have any
present plans or proposals which relate to or would result in: (i) any
acquisition by any person of additional securities of the Issuer, or any
disposition of securities of the Issuer; (ii) any extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (iii) any sale or transfer of a material
amount of assets of the issuer or any of its subsidiaries; (iv) any change in
the present board of directors or management of the Issuer, including any plans
or proposals to change the number or term of directors or to fill any existing
vacancies on the board; (v) any material change in the present capitalization or
dividend policy of the Issuer; (vi) any other material change in the Issuer's
business or corporate structure; (vii) any change in the Issuer's charter,
bylaws or other instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any person; (viii) any
delisting from a national securities exchange or any loss of authorization for
quotation in an inter-dealer quotation system of a registered national
securities association of a class of securities of the Issuer; (ix) any
termination of registration pursuant to Section 12(g)(4) of the Exchange Act of
a class of equity securities of the Issuer; or (x) any action similar to any of
those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The GWS Family Trust beneficially owns (assuming conversion of Class B
Common Stock for Class A Common Stock) 200,000 shares of Class A Common Stock,
which represents 0.6% of the outstanding shares of Class A Common Stock. As a
result of the voting provisions of the Stockholders' Agreement (as more fully
described in Item 6 below), the Founders (as defined in Item 6 below and
includes the GWS Family Trust) and Apollo Cable Partners, L.P. ("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 common stock
held by the other members of such "group". To the best knowledge of the GWS
Family Trust, the Founders and Apollo beneficially own as of December 31, 1998,
a total of 10,400,097 shares of Class A Common Stock, which includes the
conversion of 9,608,136 shares of Class B Common Stock for Class A Common Stock
and 572,583 shares that would be acquired upon exercise of currently exercisable
options, and represents 25.4% of the outstanding shares of Class A Common Stock.
The foregoing percentage interests are based on the outstanding share numbers
provided by the Issuer as of January 8, 1999, adjusted, in the case of the GWS
Family Trust, for the conversion of its Class B Common Stock, resulting in
30,899,381 outstanding shares of Class A Common Stock and, in the case of the
"group", for the Founders' options as if exercised and for the conversion of
their Class B Common Stock, resulting in 40,880,100 outstanding shares of Class
A 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. When all classes of common stock beneficially owned by
the GWS Family Trust are aggregated without giving effect to the conversion of
Class B Common Stock, the GWS Family Trust may be deemed to beneficially own
voting equity securities representing approximately 1.5% of the voting power
with respect to a general election of directors of the Issuer. In addition, when
all classes of common stock beneficially owned by the Founders and Apollo are
aggregated without giving effect to the conversion of Class B Common Stock and
assuming the exercise of options, the Founders and Apollo may be deemed to
beneficially own voting equity securities representing approximately 74.3% of
the voting power with respect to a general election of directors of the Issuer.
Pursuant to Rule 13d-4, the GWS Family Trust hereby disclaims beneficial
ownership for purposes of Section 13(d) or 13(g) of the Act of the shares of
Class A Common Stock and Class B Common Stock held by any other Founder, Apollo
or their transferees.
(b) Pursuant to the Stockholders' Agreement, the GWS Family Trust may be deemed
to share beneficial ownership of Class A Common Stock and Class B Common Stock
because the Founders and Apollo have agreed to vote in favor of their respective
nominees for directors of the Issuer. See Item 6 below. As a result, the GWS
Family Trust may be deemed to have shared voting and dispositive power over the
shares of common stock beneficially owned by the Founders and Apollo. Of the
aggregate shares owned by the Founders and Apollo, the GWS Family Trust
beneficially owns 200,000 shares of Class A Common Stock (assuming the
conversion of 200,000 shares of Class B Common Stock).
(c) Except for the transaction described in Item 3 above, the GWS Family Trust
has not executed any other transaction in any Class of the Issuer's common stock
during the past sixty days.
<PAGE>
CUSIP NO.: 910734 10 2 13D Page 5 of 9 Pages
(d) Other than the GWS Family Trust, there is no person that has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Class A Common Stock beneficially owned by the GWS Family
Trust. To the knowledge of the GWS Family Trust, there is no person that has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Class A Common Stock beneficially owned by any of
the other Founders or Apollo.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
On January 25, 1999, the GWS Family Trust became a party as a Founder to the
Stockholders' Agreement, dated April 13, 1993 (the "Stockholders' Agreement"),
by and among the Founders, Apollo and the Issuer. Pursuant to the terms of the
Stockholders' Agreement, 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. The other
Founders subject to the Stockholders' Agreement are 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. 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.
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.
The information set forth in Item 5 is hereby incorporated by reference herein.
There are no other agreements among the GWS Family Trust and any other Founder
or Apollo with respect to the Issuer's securities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
7(a) Stockholders' Agreement, dated April 13, 1993, among the Founders, Apollo
and the Issuer, is incorporated by this reference from 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.
7(b) Promissory Note, dated January 25, 1999, of The Gene W. Schneider Family
Trust in favor of Gene S. Schneider.
7(c) Delegation of Powers of Trustee under The Gene W. Schneider Family Trust,
dated January 25, 1999.
<PAGE>
CUSIP NO.: 910734 10 2 13D Page 6 of 9 Pages
SIGNATURE
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.
The Gene W. Schneider Family Trust
Dated: February 2, 1999 By: /s/ Tina M. Schneider Wildes
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Tina M. Schneider Wildes
<PAGE>
CUSIP NO.: 910734 10 2 13D Page 7 of 9 Pages
<TABLE>
<CAPTION>
EXHIBIT INDEX
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EXHIBIT NUMBER EXHIBIT PAGE NO.
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<S> <C> <C>
7(a) Stockholders' Agreement, dated April 13, 1993, among the Founders, Apollo and the --
Issuer, is incorporated by this reference from 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.
7(b) Promissory Note, dated January 25, 1999, of The Gene W. Schneider Family Trust in 8
favor of Gene S. Schneider.
7(c) Delegation of Powers of Trustee under The Gene W. Schneider Family Trust, dated 9
January 25, 1999.
</TABLE>
<PAGE>
CUSIP NO.: 910734 10 2 13D Page 8 of 9 Pages
Exhibit 7(b)
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PROMISSORY NOTE
(Non-Negotiable Secured)
$7,262,500.00 Denver, Colorado
January 25, 1999
FOR VALUE RECEIVED, Tina M. Schneider Wildes, Carla G. Schneider
Shankle, and W. Dean Salter, as trustees of The Gene W. Schneider Family Trust
u/a/d January 25, 1999 ("Maker"), promise to pay to Gene W. Schneider ("Payee"),
the principal sum of Seven Million, Two Hundred Sixty-two Thousand Five Hundred
DOLLARS ($ 7,262,500) on or before January 25, 2003, together with interest on
the outstanding principal balance at an annual rate of 4.52 % in the manner
provided below. Interest shall be calculated on the basis of a 360-day year and
quarterly compounding.
Payment of the outstanding principal balance, when due, shall be made
to Payee in immediately available or same day funds. Accrued but unpaid interest
on the outstanding principal balance shall be due and payable annually,
beginning January 25, 2000, and continuing until the entire principal sum is
repaid in full. The final payment of interest under this promissory note shall
be made at the time that the outstanding principal balance is repaid. For
purposes of this promissory note, the term "Business Day" shall mean any day
other than a day on which banks in the State of Colorado are authorized or
required to close.
The principal sum may be prepaid, in whole or part, by Maker without
notice, penalty, or premium. If payment of this promissory note is not made when
due, in the manner set forth above, and any action is brought to enforce
collection thereof, Maker agrees to pay all costs of collection, including
reasonable attorney fees.
This promissory note runs to the benefit of Payee exclusively, and may
not be assigned, transferred, hypothecated, or otherwise conveyed to any other
person (by contract, operation of law, or otherwise) without the prior written
consent of Maker.
This promissory note is secured and non-negotiable. As collateral
security for this Note, Maker shall execute and deliver a pledge in favor of
Payee of 200,000 shares of class B stock of United International Holdings, Inc.
and deliver such shares of stock to Payee. It shall be governed as to validity,
interpretation, construction, effect, and in all other respects, by the laws and
decisions of the State of Colorado, without regard to conflicts of laws
principles.
Executed by Maker to be effective as of the date first set forth above.
THE GENE W. SCHNEIDER FAMILY TRUST,
u/a/d January 25, 1999
By: /s/ Tina M. Schneider Wildes
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Tina M. Schneider Wildes, as trustee of
The Gene W. Schneider Family Trust
By: /s/ Carla G. Schneider Shankle
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Carla G. Schneider Shankle, as trustee of
The Gene W. Schneider Family Trust
By: /s/ W. Dean Salter
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W. Dean Salter, as trustee of
The Gene W. Schneider Family Trust
<PAGE>
CUSIP NO.: 910734 10 2 13D Page 9 of 9 Pages
Exhibit 7(c)
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DELEGATION OF POWERS OF TRUSTEE
UNDER THE GENE W. SCHNEIDER FAMILY TRUST
dated January 25, 1999
Pursuant Article 6.03 "Delegation of Powers" of The Gene W. Schneider
Family Trust ("the Trust"), we the undersigned Trustees of the Trust authorize
Tina Michele Wildes, in her capacity as Trustee, to execute all documents
pertaining to any filings required by the Securities and Exchange Commission on
behalf of the Trust. The sole signature of Tina Michele Wildes, as Trustee,
shall bind the Trust for this purpose.
Dated February 2, 1999 /s/ Tina M. Wildes
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Tina Michele Wildes, Trustee
Dated February 3, 1999 /s/ Carla S. Shankle
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Carla Schneider Shankle, Trustee
Dated February 2, 1999 /s/ W. Dean Salter
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W. Dean Salter, Trustee
