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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 F. 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
18,124 (1)
BENEFICIALLY OWNED BY
8. SHARED VOTING POWER
EACH PERSON WITH
9. SOLE DISPOSITIVE POWER
18,124 (1)
10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
18,124 (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)
0.057%
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14. TYPE OF REPORTING PERSON
IN
(1) Includes 18,124 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 F. 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 18,124 shares of Class A Common Stock, which
includes options for 18,124 shares currently exercisable, and represents less
than 0.06% 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 has the sole
power to vote or to dispose of or to direct the voting or to direct the
disposition of the Class A Common Stock beneficially owned by him.
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
Lawrence F. DeGeorge, Liberty Media Corporation and the Issuer (the "Purchase
Agreement"), Lawrence F. DeGeorge 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 described in Item
5(c), on October 1, 1999, Lawrence F. 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 his shares of Class A Common
Stock (including the conversion of Class B Common Stock for Class A Common
Stock), Mr. DeGeorge will no longer be subject to the Stockholders' Agreement.
There are no other agreements regarding the voting of the Issuer's securities to
which 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 F. DeGeorge
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Lawrence F. DeGeorge
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