SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. __)*
United Pan-Europe Communications N.V.
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(Name of Issuer)
Ordinary Shares A, nominal value Euro 2.00 per share
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(Title of Class of Securities)
911300 20 0
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(CUSIP Number)
Filed pursuant to Rule 13d-1(d)
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(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 the
disclosures provided in a prior cover page.
The information required in 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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CUSIP NO.: 911300 20 0 13G Page 2 of 6 Pages
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
UnitedGlobalCom, Inc.
84-1116217
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5. SOLE VOTING POWER:
79,740,097 (1)
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NUMBER OF
SHARES 6. SHARED VOTING POWER:
BENEFICIALLY
OWNED BY -----------------------------------------------------------------
EACH
REPORTING 7. SOLE DISPOSITIVE POWER:
PERSON 79,740,097 (1)
WITH -----------------------------------------------------------------
8. SHARED DISPOSITIVE POWER:
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,740,097 (1)
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [X]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
54.9% (2)
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12. TYPE OF REPORTING PERSON
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT.
(1) Includes 2,444,314 Ordinary shares A held through a Foundation for transfer
under the Issuer's stock option plan. Does not include 100 Priority Shares
owned by the Reporting Person. See Item 4.
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CUSIP NO.: 911300 20 0 13G Page 3 of 6 Pages
ITEM 1.
(a) Name of Issuer:
United Pan-Europe Communications N.V., organized under the laws of The
Netherlands
(b) Address of Issuer's Principal Executive Offices:
Frederik Roeskestraat 123
1076 EE Amsterdam
The Netherlands
Item 2.
(a) Name of Person(s) Filing:
UnitedGlobalCom, Inc.
(b) Address of Principal Business Office or, if None, Residence:
The address for the Reporting Person is:
4643 S. Ulster Street
Suite 1300
Denver, Colorado 80237
(c) Citizenship:
Delaware
(d) Title of Class of Securities:
Ordinary Shares A
(e) CUSIP Number:
911300 20 0
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 13d-1(b) OR 13d-2(b)
OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or Dealer registered under Section 15 of the Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act.
(d) [ ] Investment company registered under Section 8 of the Investment Company
Act of 1940.
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
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CUSIP NO.: 911300 20 0 13G Page 4 of 6 Pages
(g) [ ] A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition of an investment
investment company under Section 3(c)(14) of the Investment Company Act
Act of 1940.
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c) check this box. [ ]
ITEM 4. OWNERSHIP
Provide the following information regarding the aggregate number and percentage
of the class of securities of the Issuer identified in Item 1.
(a) Amount beneficially owned:
79,740,097 Ordinary Shares A, which includes 2,444,314 Ordinary Shares
A held by a foundation for issuance under the Issuer's stock option
plan. The Reporting Person appoints the board members of the
Foundation. In addition, the Reporting Person owns all the outstanding
Priority Shares of the Issuer, which have certain rights. Such rights
include (i) the right to approve issuance of the Issuer's shares; (ii)
the right to approve the exclusion or restriction of preemptive rights
of existing Issuer shareholders; (iii) the right to nominate persons
for election on the Issuer's Management and Supervisory Boards; (iv)
the right to approve certain decisions of the Issuer's Board of
Management; (v) the right to propose amendments to the Issuer's
Articles of Association; and (vi) the right to propose merger,
split-up or dissolution of the Issuer.
(b) Percent of class:
The following percentage interest is based on 145,201,499 Ordinary
Shares A outstanding as of December 31, 1999, as provided by the
Issuer: 54.9%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
79,740,097 Ordinary Shares A, which includes 2,444,314 Ordinary
Shares A held by a foundation for transfer under the Issuer's
stock option plan.
(ii) Shared power to vote or to direct the vote: not applicable
(iii) Sole power to dispose or to direct the disposition of:
79,740,097 Ordinary Shares A, which includes 2,444,314 Ordinary
Shares A held by a foundation for transfer under the Issuer's
stock option plan.
(iv) Shared power to dispose or to direct the disposition of: not
applicable
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CUSIP NO.: 911300 20 0 13G Page 5 of 6 Pages
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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 5% of
the class of securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATIONS.
Not applicable.
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CUSIP NO.: 911300 20 0 13G Page 6 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
UnitedGlobalCom, Inc.
Dated: February 14, 2000 By: /s/ Ellen P. Spangler
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Ellen P. Spangler
Senior Vice President
