SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: June 29, 1999
United International Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-21974 84-1116217
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification #)
incorporation)
4643 South Ulster Street, Suite 1300, Denver, CO 80237
(Address of Principal Executive Office)
(303) 770-4001
(Registrant's telephone number, including area code)
<PAGE>
ITEM 5. OTHER EVENTS.
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On June 23 and 27, 1999, United International Holdings, Inc. (d/b/a
UnitedGlobalCom) issued press releases announcing an unregistered offering of
its Series C Convertible Preferred Stock. The press releases, copies of which
are included as exhibits hereto, were issued pursuant to Rule 135c under the
Securities Act of 1933.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
- -------------------------------------------
(c) Exhibits
99.1 Press Release dated June 23, 1999.
99.2 Press Release dated June 27, 1999.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
UNITED INTERNATIONAL HOLDINGS, INC.
(d/b/a/ UnitedGlobalCom)
DATE: June 29, 1999 By: /S/ Valerie L. Cover
---------------------------------
Valerie L. Cover, Controller
3
For Immediate Release June 23, 1999
[Logo of UnitedGlobalCom]
United Announces Offering of Preferred Shares
Denver, Colorado - UnitedGlobalCom ("United") (Nasdaq:UCOMA), formally known as
United International Holdings, today announced that it intends to offer
Depositary Shares representing its Series C Cumulative Convertible Preferred
Stock. Terms of the offering have not been finalized, but United anticipates
that the offering will be of 10,000,000 Depositary Shares at a liquidation
preference of $50 per share.
United plans to use proceeds of the offering for general corporate purposes and
to repurchase blocks of Class B common stock aggregating 2.4 million shares from
an institutional investor and a director. The offering is expected to be
completed by early July, 1999.
The securities will not be registered under the Securities Act of 1933 and may
not be offered in the United States absent registration or an applicable
exemption from the registration requirements of the Act. They will be offered
only to qualified institutional buyers.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: Statements in this press release regarding UnitedGlobalCom's business
which are not historical facts, including the planned offering, are
"forward-looking statements" that involve risks and uncertainties. For a
discussion of such risks and uncertainties, which could cause actual results to
differ from those contained in the forward-looking statements, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
Company's Annual Report on Form 10-K for the most recently ended fiscal year.
# # #
For further information contact:
At UnitedGlobalCom:
-------------------
Mike Fries - President
(303) 220-6610 phone
Email: [email protected]
Rick Westerman - CFO
(303) 220-6647 phone
Email: [email protected]
www.unitedglobal.com
4643 South Ulster Street, 13th Floor, Denver, Colorado, 80237
Phone: (303) 770-4001 * Fax: (303) 770-3464
For Immediate Release June 27, 1999
[Logo of UnitedGlobalCom]
United Announces it will not purchase Class B Shares
Denver, Colorado - UnitedGlobalCom ("United" or the "Company") (Nasdaq:UCOMA),
formally known as United International Holdings, announced today that it has
decided not to purchase the 2.15 million Class B shares from Apollo Cable
Partners and 250,000 Class B shares from one director of the Company, as part of
its previously announced offering of Cumulative Convertible Preferred Stock.
Consequently, the Company has decided to reduce the expected gross proceeds from
the offering to $350,000,000 and will use such proceeds exclusively for the
Company's development and general corporate purposes.
The securities will not be registered under the Securities Act of 1993 and may
not be offered in the United States absent registration or an applicable
exemption from the registration requirements of the Act. They will be offered
only to qualified institutional buyers.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: Statements in this press release regarding UnitedGlobalCom's business
which are not historical facts, including the planned offering, are
"forward-looking statements" that involve risks and uncertainties. For a
discussion of such risks and uncertainties, which could cause actual results to
differ from those contained in the forward-looking statements, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
Company's Annual Report on Form 10-K for the most recently ended fiscal year.
# # #
For further information contact:
At UnitedGlobalCom:
------------------
Mike Fries - President
(303) 220-6610 phone
Email: [email protected]
Rick Westerman - CFO
(303) 220-6647 phone
Email: [email protected]
www.unitedglobal.com
4643 South Ulster Street, 13th Floor, Denver, Colorado, 80237
Phone: (303) 770-4001 * Fax: (303) 770-3464
