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OMB Approval
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OMB Number:
3235-0145
Expires: August 31, 1999
Estimated average burden
hours per response:
14.90
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
United International Holdings, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, $.01 par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
910734 10 2
- --------------------------------------------------------------------------------
(CUSIP Number)
Filed pursuant to Rule 13d-2(b)
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-1(c)
/X/ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
SEC 1745(3-98)
<PAGE>
CUSIP Number: 910734 10 2
- --------------------------------------------------------------------------------
1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
William J. Elsner
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Citizenship or Place of Organization
United States of America
- --------------------------------------------------------------------------------
Number of 5 Sole Voting Power
Shares 190,000*
Beneficially ------------------------------------
Owned by 6 Shared Voting Power
Eacj Reporting 0
Person With: ------------------------------------
7 Sole Dispositive Power
190,000*
------------------------------------
8 Shared Dispositive Power
0
------------------------------------
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9 Aggregate Amount Beneficially Owned by Each Reporting Person
190,000*
- --------------------------------------------------------------------------------
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares
/ /
- --------------------------------------------------------------------------------
11 Percent of Class Represented by Amount in Row (9)
.05%**
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12 Type of Reporting Person
IN
- --------------------------------------------------------------------------------
- ----------
* The undersigned's beneficial ownership is comprised of 190,000 shares
of Class A Common Stock that are subject to presently exercisable
options.
** Based on 40,615,000 shares of Class A Common Stock issued and
outstanding as of January 19, 1999.
Page 2 of 5 Pages
<PAGE>
This Amendment No. 5 to the Schedule 13G filed by William J. Elsner relates to
shares of Class A Common Stock, $0.01 par value per share, of United
International Holdings, Inc., ("Class A Common Stock") and amends Items 2, 4, 5,
and 8 of the Schedule 13G. Unless otherwise indicated, all capitalized terms
used but not defined herein shall have the same meaning as set forth in the
Schedule 13G.
ITEM 2.
The information previously furnished in response to subsection (b) of this Item
is amended to read as follows:
(b) Address of Filing Person's Principal Business Offices or, if none,
Residence
c/o WLL, Inc.
6400 South Fiddlers Green Circle
Suite 710
Englewood, CO 80111
ITEM 4.
The information previously furnished in response to this Item is amended to read
as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
(a) Amount beneficially owned: 190,000 shares*
(b) Percent of class: .05%**
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 190,000 shares*
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 190,000 shares*
(iv) Shared power to dispose or to direct the disposition of: 0
</TABLE>
ITEM 5.
The information previously furnished in response to this Item is amended to read
as follows:
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following / X /.
- ----------
* The undersigned's beneficial ownership is comprised of 190,000 shares
of Class A Common Stock that are subject to presently exercisable
options.
** Based on 40,615,000 shares of Class A Common Stock issued and
outstanding as of January 19, 1999.
Page 3 of 5 Pages
<PAGE>
ITEM 8.
The information previously furnished in response to this Item is amended to add
the following:
The undersigned sold substantially all of his shares of Class A Common Stock on
July 16, 1998, and, as of the date of such sale, ceased to be a party to the
Stockholders' Agreement. Accordingly, the undersigned is no longer a member of
the group.
Page 4 of 5 Pages
<PAGE>
Signature
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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.
WILLIAM J. ELSNER
/s/ William J. Elsner February 12, 1999
- ---------------------------------------------- -------------------
Date
Page 5 of 5 Pages
