AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 30, 1999
REGISTRATION NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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UNITEDGLOBALCOM, INC.
(Exact name of registrant
as specified in its charter)
DELAWARE 84-1116217
(State of Incorporation (I.R.S. Employer
of Registrant) Identification Number)
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4643 SOUTH ULSTER STREET, SUITE 1300
DENVER, COLORADO 80237
(303) 770-4001
(Address, Including Zip Code and Telephone Number, Including Area Code, of
Registrant's Principal Executive Office)
MICHAEL T. FRIES
PRESIDENT
UNITEDGLOBALCOM, INC.
4643 SOUTH ULSTER STREET, SUITE 1300
DENVER, COLORADO 80237
(303) 770-4001
(Name, Address, Including Zip Code and Telephone Number,
Including Area Code, of Agent for Service)
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COPIES TO:
GARTH B. JENSEN, ESQ.
HOLME ROBERTS & OWEN LLP
1700 LINCOLN STREET, SUITE 4100
DENVER, COLORADO 80203
(303) 861-7000
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Approximate date of commencement of proposed sale to the public: As promptly as
practicable after this registration statement becomes effective.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. /X/
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities
<PAGE>
Act registration statement number of earlier effective registration statement
for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434 please
check the following box. / /
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CALCULATION OF REGISTRATION FEE
Title of each class of Proposed maximum Amount of
securities to be aggregate offering registration fee
registered price
- ---------------------------------------------------------------------------
Depositary Shares $1,200,000,000 (1)
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(1) In accordance with Rule 429(b) of the Securities and Exchange Commission's
Rules and Regulations under the Securities Act of 1933, as amended. See the
second succeeding paragraph.
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The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933, as amended, or until this registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
Pursuant to Rule 429 under the Securities Act of 1933, this registration
statement contains a combined prospectus that also relates to $1,200,000,000 of
other securities registered on Form S-3, registration no. 333-90997, which have
not been sold as of the date of the filing of this registration statement and
for which the registrant previously paid registration fees of $333,600. This
segistration statement constitutes a post-effective amendment to the prior
related registration statement, pursuant to which the total amount of unsold
previously registered securities may be offered and sold as any of the
securities registered hereunder. If the previously registered securities are
offered and sold prior to the effective date of this registration statement, the
amount of previously registered securities so sold will not be included in the
prospectus hereunder.
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ +
+ +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
$1,200,000,000
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The following are types of securities that we may offer and sell under this
prospectus:
. common stock (which may include shares being sold by certain of our
stockholders)
. debt securities
. preferred stock
We may offer these securities separately or as units which may include other
securities. We may offer these securities in the form of depositary shares or
depositary receipts. We will describe in a prospectus supplement, which must
accompany this prospectus, the securities we are offering and selling, as well
as the specific terms of the securities. Those terms may include:
. Maturity
. Interest rate
. Sinking fund terms
. Currency of payments
. Requirements to repurchase the securities
. Redemption terms
. Listing on a securities exchange
. Amount payable at maturity
. Restrictive covenants
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
-----------
We may offer the securities in amounts, at prices and on terms determined at
the time of offering. We may sell the securities directly to you, through
agents we select, or through underwriters and dealers we select. If we use
agents, underwriters or dealers to sell the securities, we will name them and
describe their compensation in a prospectus supplement.
November 30, 1999
<PAGE>
UNITEDGLOBALCOM, INC.
We are a leading broadband communications provider outside the United
States. We provide multi-channel television services in over 20 countries
worldwide and telephone and Internet/data services in a growing number of our
international markets. Our operations are grouped into three major geographic
regions: Europe, Asia/Pacific and Latin America. Our European operations are
held through our approximately 55.1% owned, publicly traded subsidiary, United
Pan-Europe Communications N.V., which is the largest pan-European broadband
communications provider (multi-channel television, telephone and
Internet/data) in terms of numbers of subscribers. Our primary Asia/Pacific
operations are primarily held through our approximately 75.5% owned, publicly
traded subsidiary, Austar United, which owns the largest provider of multi-
channel television services in regional Australia, various Australian
programming interests and the only full service provider of broadband
communications in New Zealand. Our primary Latin American operation is VTR
Hipercable S.A., Chile's largest multi-channel television provider and a
growing provider of telephone services.
UnitedGlobalCom, Inc.
4643 South Ulster Street, Suite 1300
Denver, Colorado 80237
(303) 770-4001
USE OF PROCEEDS
Except as may otherwise be described in the prospectus supplement relating
to an offering of securities, we will use the net proceeds from the sale of
the securities offered under this prospectus and the prospectus supplement for
possible repurchases or pay-down of our outstanding securities or debt and for
general corporate purposes, including working capital, acquisitions and other
business opportunities. Pending application of the proceeds, we may invest the
proceeds in short-term, interest-bearing investments. We will determine any
specific allocation of the net proceeds of an offering of securities to a
specific purpose at the time of the offering and will describe the allocation
in the related prospectus supplement. We will not receive any of the proceeds
from the sale of common stock by any selling stockholders.
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RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS (000's)
<TABLE>
<CAPTION>
For the Year For the Year For the Year For the Year For the Ten For the Nine
Ended Ended Ended Ended Months Ended Months Ended
February 28, February 29, February 28, February 28, December 31, September 30,
1995 1996 1997 1998 1998 1999
------------ ------------ ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Income (loss) from
continuing operations
before other items..... $(25,583) $(43,757) $(95,608) $(196,364) $(492,776) $524,430
Fixed charges and
preferred stock
dividends:
Interest, whether
expensed or
capitalized.......... 9,328 36,045 79,659 124,288 163,227 234,712
Preferred stock
dividend
requirements......... -- 232 1,221 1,271 1,623 9,126
-------- -------- -------- --------- --------- --------
Total fixed charges
and preferred stock
dividends.......... 9,328 36,277 80,880 125,559 164,850 243,838
Adjusted earnings
(losses)............... (16,255) (7,480) (14,728) (70,805) (327,926) 768,268
Fixed charges and
preferred stock
dividends.............. 9,328 36,277 80,880 125,559 164,850 243,838
-------- -------- -------- --------- --------- --------
Ratio of earnings to
fixed charges and
preferred stock
dividends.............. -- -- -- -- -- 3.15
Dollar amount of
coverage deficiency.... $(25,583) $(43,757) $(95,608) $(196,364) $(492,776) $ --
======== ======== ======== ========= ========= ========
</TABLE>
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DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of:
. 210,000,000 shares of Class A common stock,
. 30,000,000 shares of Class B common stock and
. 3,000,000 shares of preferred stock, all $0.01 par value per share.
As of November 26, 1999, there were outstanding:
. 34,965,912 shares of Class A common stock,
. 9,661,970 shares of Class B common stock,
. 116,185 shares of Series B convertible preferred stock, and
. 425,000 shares of Series C convertible preferred stock.
On November 11, 1999, we announced a two-for-one stock split of our Class A
common stock and Class B common stock.
We plan to offer to the public up to 5,750,000 shares of Class A common
stock and up to 287,500 shares of Series D convertible preferred stock. Our
Series D convertible preferred stock will have terms substantially similar to
our Series C convertible preferred stock.
Common Stock
Our Class A common stock and Class B common stock are identical, except
that:
. each share of Class A common stock entitles the holder to one vote, and
each share of Class B common stock entitles the holder to ten votes, on
each matter to be voted on by our stockholders and
. each share of Class B common stock is convertible at the option of the
holder into one share of Class A common stock. Class A common stock is
not convertible into Class B common stock.
Holders of the Class A common stock and the Class B common stock vote as one
class on all matters, including the election of directors, to be voted on by
our stockholders, with certain exceptions specified by the Delaware General
Corporation Law. Holders of the Class B common stock have the power to control
all matters requiring approval of our stockholders voting as a single class.
Holders of the Class A common stock and Class B common stock are entitled to
receive any dividends that are declared by our Board of Directors out of funds
legally available for that purpose. In the event of our liquidation,
dissolution or winding up, holders of Class A common stock and Class B common
stock are entitled to share in all assets available for distribution to
holders of common stock. Holders of Class A common stock and Class B common
stock have no preemptive rights. Our Restated Certificate of Incorporation
provides that if there is any dividend, subdivision, combination or
reclassification of either class of common stock, a proportionate dividend,
subdivision, combination or reclassification of the other class of common
stock will be made at the same time.
We have appointed ChaseMellon Shareholder Services as the transfer agent and
registrar for the Class A common stock.
Preferred Stock
Our Series B preferred stock has an initial liquidation value of $212.50 per
share. The preference increases at a rate of 6.5% per annum, compounded
quarterly, and was $229.23 per share at October 31, 1999. Each share of Series
B preferred stock is convertible into the number of shares of Class A common
stock equal to the liquidation value at the time of conversion divided by
$21.25. We are required to redeem our Series B preferred stock on June 30,
2008.
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<PAGE>
Our Series C preferred stock has a liquidation value of $1,000 per share.
Each share of Series C preferred stock is convertible at any time at the
option of the holder into the number of shares of Class A common stock equal
to the liquidation value divided by $84.30 (subject to adjustment). The Series
C preferred stock is evidenced by depositary shares, each representing 1/20th
of a shares of Series C preferred stock. The purchasers of the Series C
preferred stock deposited $29.8 million into an account from which the holders
will be entitled to quarterly payments in an amount equal to $17.50 per
preferred share commencing on September 30, 1999 through June 30, 2000, in
cash or Class A common stock at our option. We have the right to require
conversion or after December 31, 2000 if the closing price of our Class A
common stock has equaled or exceeded 150% of the conversion price for at least
20 of 30 consecutive trading days or after June 30, 2002 if the closing price
has equaled or exceeded 130% of the conversion price for at least 20 of 30
consecutive trading days. We have the option to redeem our Series C preferred
stock on or after June 30, 2002.
We are authorized to issue 3,000,000 shares of preferred stock, of which
541,185 shares are outstanding as of November 15, 1999. Our board of directors
is authorized, without any further action by the stockholders, to determine
the following for any unissued series of preferred stock:
. voting rights,
. dividend rights,
. dividend rates,
. liquidation preferences,
. redemption provisions,
. sinking fund terms,
. conversion or exchange rights,
. the number of shares in the series and
. other rights, preferences, privileges and restrictions and
In addition, the preferred stock could have other rights, including economic
rights senior to our common stock, so that the issuance of the preferred stock
could adversely affect the market value of our common stock. The issuance of
preferred stock may also have the effect of delaying, deferring or preventing
a change in control of us without any action by the stockholders. We have no
current plans to issue any preferred shares other than the Series B and Series
C preferred stock currently outstanding.
Certificate of Incorporation and Bylaws
The provisions of our certificate of incorporation and bylaws summarized
below may have an anti-takeover effect and may delay or prevent a tender offer
or takeover attempt that a stockholder might consider in its best interest,
including attempts that might result in a premium over the market price for
the shares held by stockholders.
Our certificate of incorporation or bylaws provide:
. that directors can be removed from office only for cause and only with
the approval of 80% of the votes of outstanding shares of stock entitled
to vote in the election of directors,
. for a classified board of directors, with each class containing as
nearly as possible one-third of the number of directors on the board and
the members of each class serving for three-year terms,
. that vacancies on the board of directors may be filled only by the
remaining directors,
. that the stockholders may take action only at an annual or special
meeting of stockholders, and not by written consent of the stockholders,
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<PAGE>
. that special meetings of stockholders generally can be called only by
the board of directors,
. that our stockholders may adopt, amend or repeal Bylaws only with the
approval of holders of at least 80% of the voting power, and
. for an advance notice procedure for the nomination, other than by the
board of directors or a committee of the board of directors, of
candidates for election as directors as well as for other stockholder
proposals to be considered at annual meetings of stockholders. In
general, we must receive notice of intent to nominate a director or
raise business at meetings not less than 30 nor more than 60 days before
the meeting, and must contain certain information concerning the person
to be nominated or the matters to be brought before the meeting and
concerning the stockholder submitting the proposal. The affirmative vote
of the holders of at least 80% of the voting power is required to amend
or repeal these provisions or to provide for cumulative voting.
Delaware General Corporation Law, Section 203
We are subject to Section 203 of the Delaware General Corporation Law, which
limits the ability of a publicly held Delaware corporation to consummate a
"business combination" with an "interested stockholder" for a period of three
years after the date such person became an "interested stockholder" unless:
. before such person became an interested stockholder, the board of
directors of the corporation approved the transaction in which the
interested stockholder became an interested stockholder or approved the
business combination;
. upon consummation of the transaction that resulted in the interested
stockholder's becoming an interested stockholder, the interested
stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced (excluding shares held
by directors who are also officers of the corporation and certain shares
held by employee stock plans); or
. following the transaction in which such person became an interested
stockholder, the business combination is approved by the board of
directors of the corporation and authorized at a meeting of stockholders
by the affirmative vote of the holders of 66 2/3% of the outstanding
voting stock of the corporation not owned by the interested stockholder.
An "interested stockholder" generally is defined as a person who, together
with affiliates and associates, owns (or, within the prior three years, owned)
15% or more of a corporation's outstanding voting stock.
For purposes of Section 203, the term "business combination" is defined
broadly to include:
. mergers with or caused by the interested stockholder;
. sales or other dispositions to the interested stockholder (except
proportionately with the corporation's other stockholders) of assets of
the corporation or a subsidiary equal to 10% or more of the aggregate
market value of the corporation's consolidated assets or its outstanding
stock;
. the issuance or transfer by the corporation or a subsidiary of stock of
the corporation or such subsidiary to the interested stockholder (except
for transfers in a conversion or exchange or a pro rata distribution or
other transactions that do not increase the interested stockholder's
proportionate ownership of any class or series of the corporation's or
such subsidiary's stock); or
. receipt by the interested stockholder (except proportionately as a
stockholder), directly or indirectly, of any loans, advances,
guarantees, pledges or other financial benefits provided by or through
the corporation or a subsidiary.
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<PAGE>
DESCRIPTION OF THE DEBT SECURITIES
The debt securities will be our direct, unsecured or secured obligations and
may be senior debt securities, senior subordinated debt securities or junior
subordinated debt securities. The total amount of additional debt securities
that we may issue is limited by covenants in our existing debt instruments.
The debt securities will be issued under one or more indentures in the form
that has been filed as an exhibit to the registration statement of which this
prospectus is a part. The indentures will be subject to and governed by the
Trust Indenture Act of 1939.
We may issue the debt securities in one or more series. Specific terms of
each series of debt securities will be contained in resolutions of our board
of directors or in a supplemental indenture. The specific terms will be
described in a prospectus supplement.
All debt securities of one series need not be issued at the same time and,
unless otherwise provided in the prospectus supplement, we may issue
additional debt securities of the series without the consent of the holders.
The specific terms of the debt securities may include any of the following:
. the title of the debt securities and whether the debt securities are
senior debt securities, senior subordinated debt securities or junior
subordinated debt securities;
. the aggregate principal amount of the debt securities and any limit on
the aggregate principal amount;
. the price at which the debt securities will be issued;
. any right of the holders to convert the debt securities into stock,
including the initial conversion price and rate and the conversion
period and any limitations on the transferability of the stock received
on conversion;
. the dates on which the principal of the debt securities will be payable;
. the interest rates, which may be fixed or variable;
. the dates from which any interest will accrue, the dates on which the
interest will be payable, the record dates for the interest payments,
the persons to whom the interest will be payable, and the manner of
calculating interest;
. any right of ours to extend the dates on which principal or interest
will be payable;
. the currency or currencies of payment of principal or interest;
. the terms applicable to any debt securities issued at a discount from
their stated principal amount;
. the terms, if any, pursuant to which any debt securities will be
subordinate to any of our debt;
. if the amount of payments of principal or interest is to be determined
by reference to an index or formula, or based on a coin or currency
other than that in which such debt securities are stated to be payable,
the manner in which such amounts are determined and the calculation
agent, if any, with respect thereto;
. the places where the principal and any interest will be payable, where
the debt securities may be surrendered for registration of transfer and
where notices to us regarding the debt securities and the indenture may
be served;
. any right of ours to elect to redeem the debt securities, including the
redemption prices and redemption periods;
. any obligation of ours to redeem the debt securities under any sinking
fund or similar provision or at the option of a holder, including the
redemption prices and redemption periods;
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<PAGE>
. the events that would cause us to be in default and the consequences of
default; and
. any discharge and release provisions of the indenture.
The debt securities may be issued at a discount below their principal amount
and provide for less than the entire principal amount to be payable on
acceleration of the maturity. In that case, all material U.S. federal income
tax, accounting and other considerations applicable to the securities will be
described in the prospectus supplement.
Except as may be set forth in any prospectus supplement, the debt securities
will not contain any provisions that would limit our ability to incur debt or
that would protect holders of debt securities in the event of a change of
control of us. The prospectus supplement will contain information with respect
to any changes to the events of default that are described below.
Covenants
The prospectus supplement will describe any material covenants of a series
of debt securities.
Merger or Sale
We cannot consolidate or merge with or into, or transfer or lease all or
substantially all of our assets to, any person unless:
. we will be the continuing corporation or
. the successor corporation or person to which our assets are transferred
or leased is a U.S. corporation and assumes our obligations on the debt
securities and under the indenture. In addition, we cannot effect the
transaction unless immediately after, no Event of Default shall have
occurred and be continuing. Subject to certain exceptions, when the
person to which our assets are transferred or leased has assumed our
obligations under the debt securities and the indenture, we will be
discharged from all our obligations under the debt securities and the
indenture.
This covenant would not apply to any recapitalization transaction, a change
of control of us or a highly leveraged transaction, unless structured to
include a merger or consolidation or transfer or lease of all or substantially
all of our assets.
Events of Default
The prospectus supplement and each indenture will describe the events that
would cause us to be in default and the consequences of default, including the
following:
. failure to pay interest for 30 days after the date payment is due and
payable. A valid extension of an interest payment period by us in
accordance with the terms of the debt securities shall not constitute a
failure to pay interest;
. failure to pay principal or any premium on a debt security when due,
either at maturity, on any redemption, by declaration or otherwise;
. failure to make sinking fund payments when due;
. failure to perform any other covenant for 90 days after notice that
performance was required; and
. our bankruptcy, insolvency or reorganization.
An event of default for a particular series of debt securities does not
necessarily constitute an event of default for any other series of debt
securities issued under the indenture. If an event of default relating to the
payment of interest, principal or any sinking fund installment with respect to
any series of debt securities shall
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have occurred and be continuing, the trustee or the holders of not less than
25% in aggregate principal amount of the debt securities of such series may
declare the entire principal of all the debt securities of the series to be
due and payable immediately. If an event of default involving certain events
in bankruptcy, insolvency or reorganization of us or another event of default
under a particular series of debt securities shall have occurred and be
continuing, the trustee or the holders of not less than 25% in the aggregate
principal amount of each affected series of debt securities may declare the
entire principal amount of their respective debt securities to be due and
payable immediately. Subject to certain conditions, the holders of not less
than a majority in aggregate principal amount of the debt securities of a
series may rescind and annul any such declarations and consequences with
respect to such series.
The indenture imposes limitations on suits brought by holders of debt
securities against us. No holder of debt securities of any series may
institute any action against us under the indenture, except actions for
payment of overdue principal, premium, if any, or interest, unless:
. such holder has previously given to the trustee written notice of
default and continuance of such default,
. the holders of at least 25% in principal amount of the outstanding debt
securities of the affected series have requested that the trustee
institute the action,
. the requesting holders have offered the trustee reasonable indemnity for
expenses and liabilities that may be incurred by bringing such action,
. the trustee has not instituted the action within 60 days of the request
and
. the trustee has not received inconsistent direction by the holders of a
majority in principal amount of the outstanding debt securities of the
series.
We will be required to file annually with the trustee a certificate, signed
by one of our officers stating whether or not such officer knows of any
default by us in the performance, observance or fulfillment of any condition
or covenant of the indenture.
Discharge, Defeasance and Covenant Defeasance
We can discharge certain obligations to holders of any series of debt
securities that have not already been delivered to the trustee for
cancellation and that have either become due and payable or are by their terms
to become due and payable within one year or are scheduled for redemption
within one year. The discharge may be affected by our irrevocably depositing
with the trustee cash or U.S. government obligations, as trust funds, in an
amount certified to be sufficient to pay when due, whether at maturity, on
redemption or otherwise, the principal of, premium, if any, and interest on
the debt securities and any mandatory sinking fund payments.
Unless otherwise provided in the prospectus supplement, we may also
discharge our obligations to holders of any series of debt securities at any
time ("defeasance"). We may be released with respect to any outstanding series
of debt securities from the obligations imposed by any covenants imposed by
the series of debt securities and certain provisions of the indenture, and we
may omit to comply with the covenants without creating an event of default
("covenant defeasance"). Defeasance and covenant defeasance may be effected
only if:
. we irrevocably deposit with the trustee cash or U.S. government
obligations, as trust funds, in an amount certified to be sufficient to
pay at maturity or on redemption the principal, premium, if any, and
interest on all outstanding debt securities of such series;
. we deliver to the trustee an opinion of counsel from a nationally
recognized law firm to the effect that the holders of such series of
debt securities will not recognize income, gain or loss for U.S. federal
income tax purposes as a result of such defeasance or covenant
defeasance and that defeasance or covenant defeasance will not otherwise
alter such holders' U.S. federal income tax treatment of principal,
premium, if any, and interest payments on such series of debt securities
and
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. in the case of subordinated debt securities, no event or condition shall
exist that, under the subordination provisions applicable to such
series, would prevent us from making payments of principal of, premium,
if any, and interest on any of the subordinated debt securities at the
date of the irrevocable deposit referred to above or at any time during
the period ending on the 91st day after the deposit date.
Although we may discharge or decrease our obligations under the indenture as
described in the two preceding paragraphs, we may not avoid, among other
things, our duty to register the transfer or exchange of any series of debt
securities, to replace any temporary, mutilated, destroyed, lost or stolen
series of debt securities or to maintain an office or agency in respect of any
series of debt securities.
Modification of the Indenture
The indenture provides that we and the trustee may enter into supplemental
indentures without the consent of the holders of debt securities to:
. secure any debt securities,
. evidence the assumption by a successor corporation of our obligations,
. add covenants for the protection of the holders of debt securities,
. cure any ambiguity or correct any inconsistency in the indenture,
. establish the forms or terms of debt securities of any series and
. evidence and provide for the acceptance of appointment by a successor
trustee.
The indenture also provides that we and the trustee may, with the consent of
the holders of not less than a majority in aggregate principal amount of debt
securities of all series then outstanding and affected, voting as one class,
add any provisions to, or change in any manner, eliminate or modify in any way
the provisions of, the indenture or modify in any manner the rights of the
holders of such debt securities. We and the trustee may not, however, without
the consent of the holder of each outstanding debt security affected thereby:
. extend the final maturity of any debt security;
. reduce the principal amount or premium, if any;
. reduce the rate or extend the time of payment of interest;
. reduce any amount payable on redemption;
. change the currency in which the principal (other than as otherwise may
be provided with respect to such series), premium, if any, or interest
is payable;
. reduce the amount of the principal of any debt security issued with an
original issue discount that is payable on acceleration or provable in
bankruptcy;
. alter certain provisions of the Indenture relating to the debt
securities not denominated in U.S. dollars;
. impair the right to institute suit for the enforcement of any payment on
any debt security when due; or
. reduce the percentage of holders of debt securities of any series whose
consent is required for any modification of the indenture.
No Individual Liability of Incorporators, Shareholders, Officers or Directors
The indenture provides that no incorporator and no past, present or future
shareholder, officer or director, of UGC or any successor corporation in their
capacity as such shall have any individual liability for any of our
obligations, covenants or agreements under the debt securities or the
indenture.
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Governing Law
The indenture and the debt securities will be governed by, and construed in
accordance with, the laws of the state of New York.
Subordination
The prospectus supplement will describe any subordination provisions and
will define the senior debt to which the debt securities may be subordinated
and will set forth the approximate amount of senior debt outstanding as of the
end of UGC's most recent fiscal quarter.
BOOK-ENTRY ISSUANCE
Unless otherwise specified in the applicable prospectus supplement, DTC will
act as depositary for securities issued in the form of global securities. The
securities will be issued only as fully registered securities registered in
the name of Cede & Co., DTC's nominee. One or more fully registered global
securities will be issued for the securities representing in the aggregate the
total number of the securities, and will be deposited with or on behalf of
DTC.
DTC is a limited purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law,
a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered under the provisions of Section 17A of the Exchange Act. DTC holds
securities that its participants deposit with DTC. DTC also facilitates the
settlement among participants of securities transactions, such as transfers
and pledges, in deposited securities through electronic computerized book-
entry changes in participants' accounts. This eliminates the need for physical
movement of securities certificates. Direct participants include securities
brokers and dealers, banks, trust companies, clearing corporations and certain
other organizations. DTC is owned by a number of its direct participants and
by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and
the National Association of Securities Dealers, Inc. Access to the DTC system
is also available to others such as securities brokers and dealers, banks and
trust companies that clear through or maintain custodial relationships with
direct participants, either directly or through others. The rules applicable
to DTC and its participants are on file with the SEC.
Purchases of securities within the DTC system must be made by or through
direct participants, which will receive a credit for the securities on DTC's
records. The beneficial ownership interest of each actual purchaser of each
security is in turn recorded on the direct and indirect participants' records.
Beneficial owners will not receive written confirmation from DTC of their
purchases. However, beneficial owners are expected to receive written
confirmations providing details of the transactions, as well as periodic
statements of their holdings, from the direct or indirect participants through
which the beneficial owners purchased securities. Transfers of ownership
interests in securities issued in the form of global securities are tobe
accomplished by entries made on the books of participants acting on behalf of
beneficial owners. Beneficial owners will not receive certificates
representing their ownership interests in the securities, except if use of the
book-entry system for the securities is discontinued.
DTC has no knowledge of the actual beneficial owners of the securities
issued in the form of global securities. DTC's records reflect only the
identity of the direct participants to whose accounts the securities are
credited, which may or may not be the beneficial owners. The participants will
remain responsible for keeping account of their holdings on behalf of their
customers.
DTC delivers notices and other communications to direct participants, by
direct participants to indirect participants, and by direct participants and
indirect participants to beneficial owners under arrangements among them,
subject to any statutory or regulatory requirements.
11
<PAGE>
Redemption notices will be sent to Cede & Co. as the registered holder of
securities issued in the form of global securities. If less than all of a
series of the securities are being redeemed, DTC's current practice is to
determine by lot the amount of the interest of each direct participant to be
redeemed.
Although voting with respect to securities issued in the form of global
securities is limited to the holders of record of the securities, in those
instances in which a vote is required, neither DTC nor Cede & Co. will itself
consent or vote with respect to the securities. Under its usual procedures,
DTC would mail an omnibus proxy to the issuer of the securities as soon as
possible after the record date. The omnibus proxy assigns Cede & Co.'s
consenting or voting rights to those direct participants to whose accounts the
securities are credited on the record date, identified in a listing attached
to the omnibus proxy.
Payments for securities issued in the form of global securities will be made
by the issuer of the securities to DTC. DTC's practice is to credit direct
participants' accounts on the payment date in accordance with their holdings
shown on DTC's records unless DTC has reason to believe that it will not
receive payments on the payment date. Payments by participants to beneficial
owners will be governed by standing instructions and customary practices and
will be the responsibility of the participant and not of DTC, the trustee or
us, subject to any statutory or regulatory requirements. Payments to DTC are
the responsibility of the issuer of the securities, disbursements of the
payments to direct participants are the responsibility of DTC, and
disbursements of the payments to the beneficial owners are the responsibility
of direct and indirect participants.
DTC may discontinue providing its services as depository with respect to any
securities at any time by giving reasonable notice to the issuer of the
securities. In the event that a successor depositary is not obtained,
individual security certificates representing the securities are required to
be printed and delivered. We may decide to discontinue use of the system of
book-entry transfers through DTC or a successor depositary.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that we believe to be accurate, but we assume
no responsibility for the accuracy of the information. We have no
responsibility for the performance by DTC or its participants of their
respective obligations as described in this prospectus or under the rules and
procedures governing their operations.
SELLING STOCKHOLDERS
Some of the shares of common stock being offered by this prospectus may be
offered by certain selling stockholders, including our officers or directors.
Identification of any such selling stockholder will be made in the applicable
prospectus supplement.
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<PAGE>
PLAN OF DISTRIBUTION
We (and with respect to shares of common stock, the selling stockholders)
may sell any of the securities being offered in any one or more of the
following ways from time to time:
. through agents;
. to or through underwriters;
. through dealers; and
. directly by us.
The distribution of the securities may be effected from time to time in one
or more transactions at a fixed price or prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to the
prevailing market prices or at negotiated prices.
Offers to purchase securities may be solicited by agents designated by us.
Any agent involved in the offer or sale of the securities will be named, and
any commissions payable by us to the agent will be set forth, in the
prospectus supplement. Unless otherwise indicated in the prospectus
supplement, the agent will be acting on a reasonable best efforts basis for
the period of its appointment. The agent may be deemed to be an underwriter,
as that term is defined in the Securities Act of 1933, of the securities so
offered and sold.
If securities are sold by means of an underwritten offering, we will execute
an underwriting agreement with underwriters at the time an agreement for the
sale is reached. In that case, the names of the specific managing underwriter
or underwriters, as well as any other underwriters, the amounts underwritten
and the terms of the transaction, including commissions, discounts and any
other compensation of the underwriters and dealers, will be set forth in the
prospectus supplement which will be used by the underwriters to make resales
of the securities. The underwriters will acquire securities for their own
account and may resell them from time to time in one or more transactions,
including negotiated transactions, at fixed public offering prices or at
varying prices determined by the underwriters at the time of sale. Securities
may be offered to the public either through underwriting syndicates
represented by managing underwriters or directly by one or more underwriters.
Unless otherwise indicated in the prospectus supplement, the underwriting
agreement will provide that the obligations of the underwriters are subject to
conditions precedent and that the underwriters will be obligated to purchase
all the securities if any are purchased.
We may grant to the underwriters options to purchase additional securities
to cover any over-allotments at the initial public offering price, with
additional underwriting commissions or discounts, as may be set forth in the
prospectus supplement.
If a dealer is used in the sale of the securities, we will sell the
securities to the dealer as principal. The dealer may then resell the
securities to the public at varying prices to be determined by the dealer at
the time of resale. The dealer may be deemed to be an underwriter, as the term
is defined in the Securities Act, of the securities so offered and sold. The
name of the dealer and the terms of the transaction will be set forth in the
prospectus supplement.
Offers to purchase securities may be solicited directly by us and may be
sold by us directly to institutional investors or others, who may be deemed to
be underwriters within the meaning of the Securities Act with respect to any
resale. The terms of the sales will be described in the prospectus supplement.
If described in the prospectus supplement, securities may also be offered
and sold, in connection with a remarketing on their purchase, in accordance
with a redemption or repayment under their terms, or otherwise, by one or more
remarketing firms, acting as principals for their own accounts or as agents
for us. Any remarketing firm will be identified and its compensation and the
terms of any agreement with us will be described in the prospectus supplement.
Remarketing firms may be deemed to be underwriters, as that term is defined in
the Securities Act, in connection with the securities remarketed.
13
<PAGE>
If described in the prospectus supplement, we may authorize agents and
underwriters to solicit offers by certain institutions to purchase securities
from us at the public offering price set forth in the prospectus supplement
under delayed delivery contracts providing for payment and delivery on the
date or dates stated in the prospectus supplement. The delayed delivery
contracts will be subject to only those conditions set forth in the prospectus
supplement. A commission indicated in the prospectus supplement will be paid
to underwriters and agents soliciting purchases of securities under delayed
delivery contracts accepted by us.
Agents, underwriters, dealers and remarketing firms may be entitled under
agreements with us to indemnification by us against certain liabilities,
including liabilities under the Securities Act, or to contribution for
payments that the agents, underwriters, dealers and remarketing firms may be
required to make.
Each series of securities will be a new issue. Other than the Class A common
stock, which trades on the Nasdaq National Market SM, new securities will have
no established trading market. We may elect to list any series of securities
on an exchange, and in the case of the common stock, on any additional
exchange, but, unless otherwise specified in the prospectus supplement, we
will not be obligated to do so. No assurance can be given as to the liquidity
of the trading market for any of the securities.
Agents, underwriters, dealers and remarketing firms may be customers of,
engage in transactions with, or perform services for, us and our subsidiaries
in the ordinary course of business.
LEGAL MATTERS
The validity of the common stock and the preferred stock and the status of
the debt securities as our binding obligations will be passed on for us by
Holme Roberts & Owen LLP, Denver, Colorado. Certain legal matters will be
passed on for any underwriters, agents and dealers by underwriters' counsel.
We will identify in a prospectus supplement underwriters' counsel and the
legal matters that underwriters' counsel will pass on for any underwriters.
EXPERTS
Our consolidated financial statements and schedules incorporated by
reference in this prospectus and elsewhere in the registration statement from
our Transition Report on Form 10-K for the ten months ended December 31, 1998,
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
giving said reports.
The consolidated financial statements of United International Properties,
Inc. incorporated by reference in this prospectus and elsewhere in the
registration statement from our Transition Report on Form 10-K for the ten
months ended December 31, 1998, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto. In that report, that firm states that with respect to the year ended
February 28, 1998, it did not audit the financial statements of Tele Cable de
Morelos S.A. de C.V. and related companies ("Megapo"), as of and for the year
ended December 31, 1997, an investment that is reflected in its consolidated
financial statements using the equity method of accounting. Instead its report
with respect to Megapo is based on the report of other auditors (Galaz, Gomez
Morfin, Chavero, Yamazaki S.C.). The reports referred to above have been
incorporated by reference herein in reliance upon the authority of those firms
as experts in giving said reports.
The consolidated financial statements of UIH Europe, Inc. incorporated by
reference in this prospectus and elsewhere in the registration statement from
our Transition Report on Form 10-K for the ten months ended December 31, 1998,
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
giving said report.
14
<PAGE>
The consolidated financial statements of United Telekabel Holding N.V. as of
December 31, 1998 and for the period from August 6, 1998 (inception) to
December 31, 1998 incorporated by reference in this prospectus and elsewhere
in the registration statement from our Transition Report on Form 10-K for the
ten months ended December 31, 1998 have been audited by Arthur Andersen,
independent auditors, as indicated in their report with respect thereto and
are incorporated by reference herein in reliance upon the authority of said
firm as experts in giving said report.
The consolidated financial statements of N.V. TeleKabel Beheer as of
December 31, 1998 and for the year then ended incorporated by reference in
this prospectus and elsewhere in the registration statement from our Form 8-K
dated June 28, 1999, have been audited by Arthur Andersen, independent
accountants, as indicated in their report with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm
as experts in giving said report.
The consolidated financial statements of A2000 Holding N.V. incorporated by
reference in this prospectus and elsewhere in the registration statement from
our Form 8-K dated June 28, 1999, have been audited by Arthur Andersen,
independent auditors, as indicated in their report with respect thereto, and
are incorporated by reference herein in reliance upon the authority of said
firm as experts in giving said report.
The consolidated financial statements of Kabel Plus a.s. and subsidiaries as
of December 31, 1998 incorporated by reference in this prospectus and
elsewhere in the registration statement from our Form 8-K dated June 28, 1999,
have been audited by Arthur Andersen s.r.o., independent public accountants,
as indicated in their report with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
giving said report.
The consolidated financial statements of N.V. TeleKabel Beheer as of
December 31, 1997 and 1996, and for the two years ended December 31, 1997 and
1996, and for the period from August 22, 1995 (date of incorporation) until
December 31, 1995 incorporated by reference in this prospectus and elsewhere
in the registration statement from our Form 8-K/A-1 dated February 17, 1999,
have been audited by PricewaterhouseCoopers N.V., independent accountants, as
indicated in their report with respect thereto and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
giving said report.
The consolidated financial statements of @Entertainment, Inc. incorporated
by reference in this prospectus and elsewhere in the registration statement
from our Form 8-K dated June 28, 1999 and Form 8-K/A-1 dated July 30, 1999,
have been audited by KPMG, independent auditors, as indicated in their report
with respect thereto and are incorporated by reference herein in reliance upon
the authority of said firm as experts in giving said report.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission under the Securities
Exchange Act of 1934. You may read and copy this information at the following
locations of the SEC:
Judiciary Plaza, Room 10024
450 Fifth Street, N.W. Street
Washington, D.C. 20549
Seven World Trade Center,
Suite 1300
New York, New York 10048
Citicorp Center
500 West Madison Street
Suite 1400
Chicago, Illinois 60661
You can also obtain copies of this information by mail from the Public
Reference Room of the SEC, 450 Fifth Street, N.W., Room 10024, Washington D.C.
20549, at prescribed rates. You may obtain information on the operation of the
Public Reference Room by calling the SEC at (800) SEC-0330.
The SEC also maintains an internet world wide web site that contains
reports, proxy statements and other information about issuers, like us that
file electronically with the SEC. The address of that site is
http://www.sec.gov. Our Class A common stock is traded on the Nasdaq National
MarketSM, and copies of reports, proxy statements and other information can be
inspected at the offices of the National Association of Securities Dealers,
Inc., 1735 K Street, N.W., Washington, D.C. 20006.
We have filed with the SEC a registration statement on Form S-3 that
registers the securities we are offering. The registration statement,
including the attached exhibits and schedules, contains additional relevant
information about us and our securities. The rules and regulations of the SEC
allow us to omit certain information included in the registration statement
from this prospectus.
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<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We have filed the following documents with the SEC (File No. 0-21974) and
these documents are incorporated in this prospectus by reference and made a
part hereof.
. Our Transition Report on Form 10-K for the ten months ended December 31,
1998 (as amended by Form 10K/A filed June 24, 1999).
. Our Quarterly Reports on Form 10-Q for the quarters ended March 31,
1999, June 30, 1999 and September 30, 1999.
. Our Proxy Statement for a special meeting dated June 24, 1999, filed
June 21, 1999.
. Our Proxy Statement for our annual stockholders' meeting dated August 5,
1999, filed August 5, 1999.
. Our Current Reports on Form 8-K dated February 17, 1999 (as amended by
Form 8K/A-1 filed on March 12, 1999), February 24, April 29, June 16,
June 28, July 6, July 23, July 30 (as amended by Form 8K/A-1 filed on
August 30, 1999), September 7, 1999 and November 12, 1999.
All documents subsequently filed by us pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act, after the date of this prospectus and prior to
the termination of the offering, shall be deemed to be incorporated by
reference in this prospectus and tobe a part hereof from the dates of filing
of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this prospectus shall be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference in this prospectus modifies or
supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
prospectus.
We will provide you without charge upon your written or oral request, a copy
of any and all of the information that has been incorporated by reference in
this prospectus (not including exhibits to such information unless such
exhibits are specifically incorporated by reference into such information).
Any such request should be directed to UnitedGlobalCom, Director of Finance,
4643 South Ulster Street, Suite 1300, Denver, Colorado 80237 (telephone number
303-770-4001).
17
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth all expenses payable by UGC in
connection with the issuance and distribution of the securities, other than
underwriting discounts and commissions. UGC will bear all of such expenses. All
the amounts shown are estimates, except the registration fee.
Securities and Exchange Commission Registration Fee..................$ 333,600
Fees and expenses of accountants..................................... 50,000
Fees and expenses of counsel ........................................ 50,000
Printing and engraving............................................... 25,000
Miscellaneous........................................................ 41,400
Total................................................................$ 500,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VII of UGC's Certificate of Incorporation and Article VI of
UGC's By-laws require UGC to indemnify, to the fullest extent authorized by
applicable law, any person who is or is threatened to be made a party to any
civil, criminal, administrative, investigative, or the action or proceeding
instituted or threatened by reason of the fact that he is or was a director or
officer of UGC or is or was serving at the request of UGC as a director,
officer, partner, trustee, employee, fiduciary or agent of another corporation,
partnership, joint venture, trust, other enterprise or employee benefit plan.
Article VI of UGC's Certificate of Incorporation provides that, to the
fullest extent permitted by the Delaware General Corporation Law ("DGCL"),
directors of UGC shall not be liable to UGC or any of its stockholders for
monetary damages for breach of a fiduciary duty by such director.
Section 145 of the DGCL authorizes the indemnification of directors and
officers against liability incurred by reason of the fact that such person was a
director or officer and against expenses (including attorney's fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with defending any action seeking to establish such
liability if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation.
Indemnification is also authorized with respect to any criminal action or
proceeding where the officer or director had no reasonable cause to believe his
conduct was unlawful. No person shall be entitled to indemnification under the
DGCL, however, if such person shall have been adjudged to be liable to the
corporation unless the Court of Chancery or the court in which such action or
suit was brought determines that despite such adjudication of liability, such
person is fairly and reasonably entitled to indemnification.
The above discussion of our Certificate of Incorporation and By- laws
and Section 145 of the Delaware General Corporation Law is intended to be only a
summary and is qualified in its entirety by the full text of each of the
foregoing.
II-1
<PAGE>
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER EXHIBITS
1.1+ Form of Underwriting Agreement.
4.1 Second Restated Certificate of Incorporation of UGC filed June 4,
1993.(1)
4.2 Certificate of Amendment to the Certificate of Incorporation dated
February 7, 1994.(2)
4.3 Certificate of Designations with respect to Convertible Preferred Stock,
Series A of UGC.(3)
4.4 Restated Bylaws of UGC.(1)
4.5 Specimen of Class A Common Stock certificate of UGC.(1)
4.6+ Form of Certificate for shares of UGC's preferred stock.
5.1 Opinion of Holme Roberts & Owen LLP as to the legality of the issuance
of the securities.
12.1 Computation of ratios of earnings to fixed charges.
23.1 Consent of Independent Public Accountants--Arthur Andersen LLP
(UnitedGlobalCom, Inc.)
23.2 Consent of Independent Public Accountants--Arthur Andersen LLP
(United International Properties, Inc.)
23.3 Consent of Independent Auditors--Galaz, Gomez Morfin, Chavero,
Yamazaki, S.C. (Megapo Comunicaciones de Mexico, S.A. de C.V.)
23.4 Consent of Independent Public Accountants--Arthur Andersen LLP
(UIH Europe, Inc.)
23.5 Consent of Independent Public Accountants--Arthur Andersen & Co.
(United TeleKabel Holding N.V.)
23.6 Consent of Independent Public Accountants--Arthur Andersen (A2000
Holding N.V.)
23.7 Consent of Independent Public Accountants--Arthur Andersen s.r.o.
(Kabel Plus a.s.)
23.8 Consent of Independent Accountants--Arthur Andersen (N.V. TeleKabel
Beheer)
23.9 Consent of Independent Accountants--Pricewaterhouse Coopers N.V. (N.V.
TeleKabel Beheer)
23.10 Consent of Independent Auditors--KPMG (@Entertainment, Inc.)
23.11 The consent of Holme Roberts & Owen LLP is included in Exhibit 5.1.
24.1 Powers of Attorney.
- --------------
(1) Incorporated by reference from Amendment No. 1 to the Company's
Registration Statement on Form S-1 (File No. 33-61376) filed with the
Commission on June 23, 1993.
II-2
<PAGE>
(2) Incorporated by reference from Form 10-K for the year ended February 28,
1994 (File No. 0-21974).
(3) Incorporated by reference from the Form 8-K dated December 21, 1995 (File
No. 0-21974).
+ To be filed by a post-effective amendment to the Registration Statement
or incorporated by reference in the event of an offering of the specified
securities.
ITEM 17. UNDERTAKINGS.
(a) UGC hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a
20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table
in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
II-3
<PAGE>
(4) For purposes of determining any liability under the
Securities Act, the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of prospectus
filed by UGC pursuant to Rule 424(b)(1) or (4) or 497(h) under
the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(5) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains
a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(b) UGC hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of UGC's
annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of UGC pursuant to any charter provision, by-law,
contract, arrangement, statute, or otherwise, UGC has been
advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
UGC of expenses incurred or paid by a director, officer or
controlling person of UGC in the successful defense of any
action, suit or proceeding) is asserted against UGC by such
director, officer or controlling person in connection with the
securities being registered, UGC will, unless in the opinion of counsel
the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
UGC hereby undertakes to file an application for the purpose of determining
the eligibility of the applicable trustee to act under subsection (a) of Section
310 of the Trust Indenture Act of 1939 ("Act") in accordance with the rules and
regulations of the Commission under Section 305(b)(2) of the Act.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on this 30th day of
November, 1999.
UnitedGlobalCom, Inc.,
a Delaware corporation
By: /s/ Frederick G. Westerman III
------------------------------
Frederick G. Westerman III
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature
--------- Date
<S> <C> <C>
*
- ---------------------------------
Gene W. Schneider Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer) November 30, 1999
*
- --------------------------------- Director November 30, 1999
Michael T. Fries
*
- --------------------------------- November 30, 1999
Albert M. Carollo Director
*
- --------------------------------- November 30, 1999
John P. Cole, Jr. Director
/s/ Frederick G. Westerman III
- --------------------------------- Chief Financial Officer
Frederick G. Westerman III (Principal Financial Officer) November 30, 1999
*
- --------------------------------- Controller and Vice President
Valerie L. Cover (Principal Accounting Officer) November 30, 1999
*
- --------------------------------- November 30, 1999
Lawrence J. DeGeorge Director
*
- --------------------------------- November 30, 1999
John F. Riordan Director
II-5
<PAGE>
*
- --------------------------------- November 30, 1999
Curtis W. Rochelle Director
*
- --------------------------------- November 30, 1999
Mark L. Schneider Director
*
- --------------------------------- November 30, 1999
Gregory B. Maffei Director
*
- --------------------------------- November 30, 1999
John C. Malone Director
*
- --------------------------------- November 30, 1999
Tina M. Wildes Director
* By: /s/ Frederick G. Westerman III
---------------------------------
Frederick G. Westerman III
Attorney-in-fact
</TABLE>
[letterhead of Holme Roberts & Owen LLP]
November 30, 1999
UnitedGlobalCom, Inc.
4643 South Ulster Street, Suite 1300
Denver, Colorado 80237
Re: UnitedGlobalCom, Inc. Form S-3 Registration Statement
Ladies and Gentlemen:
As counsel for UnitedGlobalCom, Inc., a Delaware corporation ("UGC"),
we are familiar with UGC's Registration Statement on Form S-3 (the "Registration
Statement") filed with the Securities and Exchange Commission (the "SEC") under
the Securities Act of 1933 (the "Act"), on November 16, 1999, with respect to
the offering and issuance from time to time by UGC of up to $1,200,000,000
aggregate offering price of depositary shares (the "Depositary Shares").
All capitalized terms which are not defined herein shall have the
meanings assigned to them in the Registration Statement.
In connection with our examination of documents as hereinafter
described, we have assumed the genuineness of all signatures on, and the
authenticity of, all documents submitted to us as originals and the conformity
to original documents of all documents submitted to us as copies. With respect
to agreements and instruments executed by natural persons, we have assumed the
legal competency of such persons.
For the purpose of rendering this opinion, we have made such factual
and legal examination as we deemed necessary under the circumstances, and in
that connection we have examined, among other things, originals or copies of the
following:
(1) The Certificate of Incorporation of UGC, as amended to date;
(2) The Bylaws of UGC, as amended to date;
<PAGE>
UnitedGlobalCom, Inc.
November 30, 1999
Page 2
(3) Such records of the corporate proceedings of UGC, and such other
documents that we considered necessary or appropriate for the
purpose of rendering this opinion; and
(4) Such other certificates and assurances from public officials,
officers and representatives of UGC that we considered necessary
or appropriate for the purpose of rendering this opinion.
On the basis of the foregoing examination, and in reliance thereon, we are
of the opinion that (subject to compliance with such securities or "blue sky"
laws of any jurisdiction as may be applicable), when the Depositary Shares shall
have been authorized, issued and sold as described in the Registration
Statement, and if in an underwritten offering, in accordance with the terms and
conditions of the applicable underwriting agreement, and in a manner
contemplated in the Registration Statement, including the Prospectus Supplement
relating to the applicable series of such Depositary Shares, the Depositary
Shares will be validly issued, fully paid and nonassessable.
<PAGE>
UnitedGlobalCom, Inc.
November 30, 1999
Page 3
This opinion is limited to the present corporate laws of the State of
Delaware, the present laws of the States of Colorado and New York and the
present federal laws of the United States and to the present judicial
interpretations thereof and to the facts as they presently exist. We undertake
no obligation to advise you as a result of developments occurring after the date
hereof or as a result of facts or circumstances brought to our attention after
the date hereof.
This opinion may be filed as an exhibit to the Registration Statement.
Consent is also given to the reference to this firm under the caption "Legal
Matters" in the prospectus contained in the Registration Statement. In giving
this consent, we do not admit we are included in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the SEC promulgated thereunder.
Very truly yours,
HOLME ROBERTS & OWEN LLP
By: /s/ Nick Nimmo
Nick Nimmo, Partner
<TABLE>
<CAPTION>
Ratio of Combined Fixed Charges and Preferred Stock Dividends (000's)
For the Year For the Year For the Year For the Year For the Ten For the Nine
Ended Ended Ended Ended Months Ended Months Ended
February 28, February 29, February 28, February 28, December 31, September 30,
1995 1996 1997 1998 1998 1999
------------ ----------- --------------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Income (loss) from continuing
operations before other items....... (25,583) (43,757) (95,608) (196,364) (492,776) 603,856
Fixed charges and preferred stock
dividends:
Interest, whether expensed or
capitalized......................... 9,328 36,045 79,659 124,288 163,227 234,712
Preferred stock dividend requirements. - 232 1,221 1,271 1,623 9,126
------------- ------------ --------- ----------- ------------- ---------
Total fixed charges and preferred
stock dividends..................... 9,328 36,277 80,880 125,559 164,850 243,838
Adjusted earnings (losses)............ (16,255) (7,480) (14,728) (70,805) (327,926) 847,694
Fixed charges and preferred
stock dividends..................... 9,328 36,277 80,880 125,559 164,850 243,838
------------- ------------ --------- ----------- ------------- ---------
Ratio of earnings to fixed charges
and preferred stock dividends....... - - - - - 3.48
Dollar amount of coverage deficiency.. (25,583) (43,757) (95,608) (196,364) (492,776) -
------------- ------------ --------- ----------- ------------- ---------
</TABLE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form S-3 of our
report dated April 30, 1999, on the consolidated financial statements of United
International Holdings, Inc. (d/b/a UnitedGlobalCom, Inc.), which report appears
in the Transition Report on Form 10-K of United International Holdings, Inc.
(d/b/a UnitedGlobalCom, Inc.) for the transition period from March 1, 1998 to
December 31, 1998. We also consent to the reference to our firm under the
caption "Experts".
/s/ Arthur Andersen LLP
Denver, Colorado
November 22, 1999
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form S-3 of our
report dated April 30, 1999, on the consolidated financial statements of United
International Properties, Inc., which report appears in the Transition Report on
Form 10-K of United International Holdings, Inc. (d/b/a UnitedGlobalCom, Inc.)
for the transition period from March 1, 1998 to December 31, 1998. We also
consent to the reference to our firm under the caption "Experts".
/s/ Arthur Andersen LLP
Denver, Colorado
November 22, 1999
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-3 of our report dated March
6, 1998 on our audits of the combined financial statements of Tele Cable de
Morelos, S.A. de C.V. and related companies (all of which are subsidiaries of
Megapo Comunicaciones de Mexico, S.A. de C.V.) for the years ended December 31,
1996 and 1997, which report appears in the Transition Report on Form 10-K of
United International Holdings, Inc. (d/b/a UnitedGlobalCom, Inc.) for the
transition period from March 1, 1998 to December 31, 1998. We also consent to
the reference to our firm under the caption "Experts".
/s/ Galaz, Gomez Morfin, Chavero, Yamazaki, S.C.
Acapulco, Mexico
November 24, 1999
Exhibit 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form S-3 of our
report dated April 30, 1999, on the consolidated financial statements of UIH
Europe, Inc., which report appears in Transition Report on Form 10-K of United
International Holdings, Inc. (d/b/a UnitedGlobalCom, Inc.) for the transition
period from March 1, 1998 to December 31, 1998. We also consent to the reference
to our firm under the caption "Experts".
/s/ Arthur Andersen LLP
Denver, Colorado
November 22, 1999
Exhibit 23.5
CONSENT OF INDEPENDENT AUDITORS
As independent auditors, we hereby consent to the incorporation by
reference in this registration statement on Form S-3 of our report dated March
19, 1999, on the financial statements of United Telekabel Holding N.V. as of
December 31, 1998 and for the period from commencement of operations (August 6,
1998) to December 31, 1998, which report appears in the Transition Report on
Form 10-K of United International Holdings, Inc. (d/b/a UnitedGlobalCom, Inc.)
for the transition period from March 1, 1998 to December 31, 1998. We also
consent to the reference to our firm under the caption "Experts".
/s/ Arthur Andersen
Amstelveen, The Netherlands
November 22, 1999
Exhibit 23.6
CONSENT OF INDEPENDENT AUDITORS
As independent auditors, we hereby consent to the incorporation by
reference in this registration statement on Form S-3 of our report dated March
9, 1999, with respect to the consolidated balance sheets of A2000 Holding N.V.
and subsidiaries as of December 31, 1998 and 1997, and the related consolidated
statements of income, changes in shareholders' equity and cash flows for each of
the years in the two-year period ended December 31, 1998, which report appears
in the Form 8-K of United International Holdings, Inc. (d/b/a UnitedGlobalCom,
Inc.) dated June 28, 1999. We also consent to the reference to our firm under
the caption "Experts".
/s/ Arthur Andersen
Amstelveen, The Netherlands
November 22, 1999
Exhibit 23.7
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form S-3 of our
report dated June 18, 1999 (except for Note 15, as to which the date is June 22,
1999), with respect to the consolidated balance sheets of Kabel Plus, a.s. and
subsidiaries as of December 31, 1998 and 1997, and the related consolidated
statements of operations, changes in shareholders' equity and cash flows for
each of the years in the two-year period ended December 31, 1998, which report
appears in the Form 8-K of United International Holdings, Inc. (d/b/a
UnitedGlobalCom, Inc.) dated June 28, 1999. We also consent to the reference to
our firm under the caption "Experts".
/s/ Arthur Andersen s.r.o
Prague, Czech Republic
November 22, 1999
Exhibit 23.8
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-3 of our report dated
February 26, 1999, with respect to the consolidated balance sheet of N.V.
TeleKabel Beheer as of December 31, 1998, and the related consolidated
statements of operations, changes in shareholders' equity and cash flows for the
year ended December 31, 1998, which report appears in the Form 8-K of United
International Holdings, Inc. (d/b/a UnitedGlobalCom, Inc.) dated June 28, 1999.
We also consent to the reference to our firm under the caption "Experts".
/s/ Arthur Andersen
Amstelveen, The Netherlands
November 22, 1999
Exhibit 23.9
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this registration
statement on Form S-3 of our report dated September 11, 1998, except with
respect to note 14, for which the date is January 14, 1999, on our audits of the
consolidated financial statements of N.V. TeleKabel Beheer as of December 31,
1996 and 1997 and for the period from August 22, 1995 (date of incorporation) to
December 31, 1995 and the years ended December 31, 1996 and 1997, which report
appears in Form 8-K/A-1 of UnitedGlobalCom, Inc. (formerly known as United
International Holdings, Inc.) dated February 17, 1999. We also consent to the
reference to us under the heading "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers N.V.
Arnhem, The Netherlands
November 23, 1999
Exhibit 23.10
CONSENT OF INDEPENDENT AUDITORS
As independent auditors, we hereby consent to the incorporation by reference
in this registration statement on Form S-3 of our report dated March 29, 1999 on
our audits of the consolidated balance sheets of @Entertainment, Inc. and
subsidiaries as of December 31, 1997 and 1998 and the related consolidated
statements of operations, comprehensive loss, changes in stockholders' equity
and cash flows for each of the years in the three-year period ended December 31,
1998, which report appears in Form 8-K of UnitedGlobalCom, Inc. dated June 28,
1999 and Form 8-K/A-1 of UnitedGlobalCom, Inc. dated July 30, 1999. We also
consent to the reference to our firm under the caption "Experts".
/s/ KPMG
Warsaw, Poland
November 23, 1999
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gene W. Schneider, Michael T. Fries and
and Frederick G. Westerman III, and each of them, his or her attorneys-in-fact,
with full power of substitution, for him or her in any and all capacities, to
sign a registration statement to be filed with the Securities and Exchange
Commission (the "Commission") on Form S-3 in connection with the registration by
UnitedGlobalCom, Inc., a Delaware corporation (the "Company"), of one or more
types of equity or debt securities, and all amendments (including post-effective
amendments) thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Commission; and to sign all
documents in connection with the qualification and issuance of such shares with
Blue Sky authorities; granting unto said attorneys-in-fact full power and
authority to perform any other act on behalf of the undersigned required to be
done in the premises, hereby ratifying and confirming all that said
attorneys-in-fact may lawfully do or cause to be done by virtue hereof.
Date: November 15, 1999 /s/ Gene W. Schneider
-----------------------------
Gene W. Schneider
Date: November 15, 1999 /s/ Albert M. Carollo
-----------------------------
Albert M. Carollo
Date: November 15, 1999 /s/ John P. Cole, Jr.
-----------------------------
John P. Cole, Jr.
Date: November 15, 1999 /s/ Lawrence J. DeGeorge
-----------------------------
Lawrence J. DeGeorge
Date: November 15, 1999 /s/ Michael T. Fries
-----------------------------
Michael T. Fries
Date: November 15, 1999 /s/ Gregory B. Maffei
-----------------------------
Gregory B. Maffei
Date: November 15, 1999 /s/ John C. Malone
-----------------------------
John C. Malone
Date: November 15, 1999 /s/ John F. Riordan
-----------------------------
John F. Riordan
Date: November 15, 1999 /s/ Curtis W. Rochelle
-----------------------------
Curtis W. Rochelle
Date: November 15, 1999 /s/ Mark L. Schneider
-----------------------------
Mark L. Schneider
Date: November 15, 1999 /s/ Tina M. Wildes
-----------------------------
Tina M. Wildes
Date: November 15, 1999 /s/ Frederick G. Westerman III
-----------------------------
Frederick G. Westerman III
Date: November 15, 1999 /s/ Valerie L. Cover
-----------------------------
Valerie L. Cover
