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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
UnitedGlobalCom, Inc.
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(Name of Issuer)
Class A Common Stock, par value $0.01 per share
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(Title of Class of Securities)
910734-10-2
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(CUSIP Number)
David P. Falck, Esq.
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, NY 10004-1490
(212) 858-1438
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 1, 1999
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(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following: [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
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).
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Page 2 of 5 Pages
SCHEDULE 13D
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CUSIP NO. 910734-10-2
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lawrence J. DeGeorge
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
None
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED BY
8. SHARED VOTING POWER
EACH PERSON WITH 63,125 (1)
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
63,125 (1)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
63,125 (1)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
0.2%
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14. TYPE OF REPORTING PERSON
IN
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(1) Includes 43,125 shares of Class A Common Stock the Reporting Person would
acquire upon exercise of presently exercisable stock options.
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Page 3 of 5 Pages
SCHEDULE 13D
Item 1. Security and Issuer.
Lawrence J. DeGeorge hereby further amends his Statement on Schedule 13D (the
"Statement") with respect to the shares of Class A Common Stock, par value $0.01
per share (the "Class A Common Stock"), of UnitedGlobalCom, Inc. (formerly known
as United International Holdings, Inc.), a Delaware corporation (the "Issuer").
The Issuer's principal executive offices are located at 4643 South Ulster
Street, Suite 1300, Denver, CO 80237.
Item 5. Interest in Securities of the Issuer.
Item 5(a) of the Statement is hereby further amended and supplemented by adding
the following:
Mr. DeGeorge beneficially owns 63,125 shares of Class A Common Stock, which
includes options for 43,125 shares currently exercisable, and represents less
than 0.2% of the outstanding shares of Class A Common Stock, based on 31,643,794
shares of Class A Common Stock outstanding as of August 2, 1999 (as reported by
the Issuer in its Quarterly Report on Form 10-Q filed on August 16, 1999).
Item 5 (b) of the Statement is hereby further amended and supplemented by adding
the following:
As a result of the transaction described in Item 5(c) below, Mr. DeGeorge will
no longer be subject to the Stockholders' Agreement. Mr. DeGeorge beneficially
owns 63,125 shares of Class A Common Stock (assuming the exercise of options for
43,125 shares) held in the name of DLF Partnership, a New York partnership
("DLF"), over which he shares voting and dispositive power with the other
partner therein, his spouse, Florence A. DeGeorge.
Item 5(c) of the Statement is hereby further amended and supplemented by adding
the following:
Pursuant to a Stock Purchase Agreement dated as of August 30, 1999, by and among
DLF, Liberty Media Corporation and the Issuer (the "Purchase Agreement"),
Lawrence J. DeGeorge, via the DLF Partnership, sold substantially all of the
shares of Class A Common Stock which he beneficially owned. He effected this
sale by selling the 334,152 shares of Class B Common Stock of the Issuer, par
value $0.01 per share, which he beneficially owned and which were convertible
into 334,152 shares of Class A Common Stock. The transaction was consummated on
October 1, 1999.
Item 5(e) is hereby added to the Statement to read as follows:
As a result of the sale of the shares of Class B Common Stock of the Issuer as
described in Item 5(c), on October 1, 1999, Lawrence J. DeGeorge ceased to be
the beneficial owner of more than five percent of the Class A Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 is hereby further amended and supplemented by adding the following:
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Page 4 of 5 Pages
As a result of the sale of substantially all of the shares of Class A Common
Stock (including the conversion of Class B Common Stock for Class A Common
Stock) held in the name of DLF, DLF will no longer be subject to the
Stockholders' Agreement.
There are no other agreements regarding the voting of the Issuer's securities to
which DLF or Mr. DeGeorge is a party.
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Page 5 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: October 6, 1999 By:/s/ Lawrence J. DeGeorge
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Lawrence J. DeGeorge
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