SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
(Amendment No. __)*
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)
913247 50 8
(CUSIP Number)
Legal Department
c/o UnitedGlobalCom, Inc.
4643 S. Ulster Street, Suite 1300
Denver, CO 80237
(303) 770-4001
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box
[ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 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 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, as amended ("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).
(Continued on following pages)
(Page 1 of 7 Pages)
<PAGE>
CUSIP NO.: 913247 50 8 13D Page 2 of 7 Pages
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Henry H. Cate, Jr.
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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*
0O
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Wyoming
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7. SOLE VOTING POWER
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NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 285,548 (1)
OWNED BY ----------------------------------------------------------------
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH ----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
285,548 (1)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
285,548 (1)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.35% (2)
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14. TYPE OF REPORTING PERSON
00
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*SEE INSTRUCTIONS BEFORE FILLING OUT.
(1) Includes 285,774 shares of Class A Common Stock issuable upon conversion of
285,774 shares of Class B Common Stock, par value $.01 per share, of which
142,774 shares are held by The Henry Cate Revocable Trust (to which the
Reporting Person is the trustee) and the remaining 142,774 shares are owned
by the Reporting Person's spouse. The Reporting Person disclaims beneficial
ownership of any such shares owned by his spouse.
(2) Adjusted for the conversion of Class B Common Stock. Each share of Class A
Common Stock is entitled to one vote per share and each share of Class B
Common Stock is entitled to ten votes per share. Holders of Class A Common
Stock and Class B Common Stock vote as a single class on the election of
directors. See Items 5 & 6 concerning the election of directors.
<PAGE>
CUSIP NO.: 913247 50 8 13D Page 3 of 7 Pages
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (the "Statement") relates to the shares of Class
A Common Stock, par value $0.01 per share (the "Class A Common Stock"), of
UnitedGlobalCom, Inc., a Delaware corporation (the "Issuer"). The Issuer's
principal executive offices are located at 4643 South Ulster Street, Suite 1300,
Denver, CO 80237.
Pursuant to Rule 13d-3 under the Act, this Statement also relates to the shares
of Class A Common Stock issuable upon conversion of shares of UnitedGlobalCom,
Inc. Class B Common Stock, par value $0.01 per share (the "Class B Common
Stock"). At the option of the holder, each share of Class B Common Stock is
convertible into one share of Class A Common Stock. The shares of Class A Common
Stock are not convertible into shares of Class B Common Stock.
The holders of Class A Common Stock and Class B Common Stock generally vote
together as a single class with respect to all matters voted on by the
stockholders of the Issuer. The holders of the Class B Common Stock are entitled
to 10 votes per share and the holders of Class A Common Stock are entitled to
one vote per share.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is filed on behalf of Henry H. Cate, Jr. The address of Mr. Cate
is 5500 S. Poplar, Casper, Wyoming 82601. Mr. Cate is a retired businessman.
During the last five years, Mr. Cate has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), and has not
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and, as a result of such proceeding, is or was subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On December 31, 1999, in a private transaction, the Henry Cate Revocable Trust
received through a gift 142,774 shares of Class B Common Stock from Mr. Cate's
spouse, Janet S. Schneider. Mr. Cate is the sole trustee of said Trust.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Cate and Ms. Schneider entered into the transaction as part of their estate
planning. Mr. Cate currently holds his shares for investment purposes; however,
as a result of that certain Stockholders' Agreement, as more fully described in
Item 6 below, Mr. Cate may be deemed to share control of the Issuer. Mr. Cate
may determine to change his investment intent with respect to the Issuer at any
time in the future. In reaching any conclusion as to his future course of
action, Mr. Cate will take into consideration various factors, such as the
Issuer's business and prospects and the market price of the Issuer's Class A
Common Stock. Mr. Cate reserves the right, depending on other relevant factors,
to acquire additional shares of any Class of the Issuer's common stock in the
open market or privately negotiated transactions, to dispose of all or a portion
of his holdings of shares of any Class of the Issuer's common stock, or to
change his intentions with respect to any or all of the matters referred to in
this Item 4.
Other than as described herein, Mr. Cate does not otherwise have any present
plans or proposals which relate to or would result in: (i) any acquisition by
any person of additional securities of the Issuer, or any disposition of
securities of the Issuer; (ii) any extraordinary corporate transaction, such as
a merger, reorganization or liquidation, involving the Issuer or any of its
subsidiaries; (iii) any sale or transfer of a material amount of assets of the
issuer or any of its subsidiaries; (iv) any change in the present board of
directors or management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board; (v) any material change in the present capitalization or dividend policy
<PAGE>
CUSIP NO.: 913247 50 8 13D Page 4 of 7 Pages
of the Issuer; (vi) any other material change in the Issuer's business or
corporate structure; (vii) any change in the Issuer's charter, bylaws or other
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person; (viii) any delisting from a
national securities exchange or any loss of authorization for quotation in an
inter-dealer quotation system of a registered national securities association of
a class of securities of the Issuer; (ix) any termination of registration
pursuant to Section 12(g)(4) of the Exchange Act of a class of equity securities
of the Issuer; or (x) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Cate beneficially owns (assuming conversion of Class B Common Stock for
Class A Common Stock) 285,548 shares of Class A Common Stock, which includes
142,774 shares owned by his spouse and represents 0.35% of the outstanding
shares of Class A Common Stock. As a result of the voting provisions of the
Stockholders' Agreement (as more fully described in Item 6 below), the Founders
(as defined in Item 6 below) and their Permitted Transferees, including Mr.
Cate, and Apollo Cable Partners, L.P. ("Apollo") may be deemed to be a "group"
for purposes of Rule 13d-3 and each member of such "group" may be deemed to
beneficially own shares of the Issuer's common stock held by the other members
of such "group". Apollo sold its interests in the Issuer on October 1, 1999, and
is no longer a beneficial owner under the Stockholders' Agreement. To the best
knowledge of Mr. Cate, the Founders and their Permitted Transferees beneficially
own as of December 31, 1999, a total of 10,783,378 shares of Class A Common
Stock, which includes the conversion of 9,047,344 shares of Class B Common Stock
for Class A Common Stock and 1,173,838 shares that would be acquired upon
exercise of currently exercisable options, and represents 11.68% of the
outstanding shares of Class A Common Stock. The foregoing percentage interests
are based on the outstanding share numbers provided by the Issuer as of December
31, 1999, adjusted, in the case of Mr. Cate, for the conversion of his Class B
Common Stock, resulting in 81,864,230 outstanding shares of Class A Common Stock
and, in the case of the "group", for the Founders' and Permitted Transferees'
options as if exercised and for the conversion of their Class B Common Stock,
resulting in 92,362,060 outstanding shares of Class A Common Stock.
Each share of Class A Common Stock is entitled to one vote per share and each
share of Class B Common Stock is entitled to ten votes per share. Holders of
Class A Common Stock and Class B Common Stock vote as a single class on the
election of directors. When all classes of common stock beneficially owned by
Mr. Cate are aggregated without giving effect to the conversion of Class B
Common Stock, Mr. Cate may be deemed to beneficially own voting equity
securities representing approximately 1.0% of the voting power with respect to a
general election of directors of the Issuer. In addition, when all classes of
common stock beneficially owned by the Founders and their Permitted Transferees
are aggregated without giving effect to the conversion of Class B Common Stock
and assuming the exercise of options, the Founders and their Permitted
Transferees may be deemed to beneficially own voting equity securities
representing approximately 33.4% of the voting power with respect to a general
election of directors of the Issuer.
Pursuant to Rule 13d-4, Mr. Cate hereby disclaims beneficial ownership for
purposes of Section 13(d) or 13(g) of the Act of the shares of Class A Common
Stock and Class B Common Stock held by his spouse and any other Founder or their
Permitted Transferees.
(b) Pursuant to the Stockholders' Agreement, Mr. Cate and his spouse may be
deemed to share beneficial ownership of Class A Common Stock and Class B Common
Stock because the Founders have agreed to vote in favor of their respective
nominees for directors of the Issuer. See Item 6 below. As a result, Mr. Cate
and his spouse may be deemed to have shared voting and dispositive power over
the shares of common stock beneficially owned by the Founders and their
Permitted Transferees. Of the aggregate shares owned by the Founders and their
Permitted Transferees, Mr. Cate beneficially owns 285,548 shares of Class A
Common Stock, which includes 142,774 shares owned by his spouse (assuming the
conversion of 285,548 shares of Class B Common Stock).
<PAGE>
CUSIP NO.: 913247 50 8 13D Page 5 of 7 Pages
(c) Pursuant to the terms of a stock dividend announced by the Issuer in
November 1999, effective November 30, 1999, the Issuer issued to the record
holders at the close of business on November 22, 1999 of Class A Common Stock
and Class B Common Stock, one share of Class A Common Stock for every share of
Class A Common Stock held and one share of Class B Common Stock for every share
of Class B Common Stock held. As a result of such stock dividends, Mr. Cate's
spouse received 142,774 shares of Class B Common Stock. In addition, the Issuer
adjusted all outstanding options. Except for such stock dividends and the
transaction described in Item 3 above, neither Mr. Cate nor his spouse has
executed any other transaction in any Class of the Issuer's common stock during
the past sixty days.
(d) Mr. Cate and, to his knowledge, his spouse each have the right to receive
or the sole power to direct the receipt of dividends from, or the proceeds from
the sale of, their respective shares of Class A Common Stock beneficially owned
by them. To the knowledge of Mr. Cate and his spouse, there is no person that
has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Class A Common Stock beneficially owned by
any of the other Founders or their Permitted Transferees.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
On December 31, 1999, Mr. Cate became a party as a Permitted Transferee of a
Founder to the Stockholders' Agreement, dated April 13, 1993, as amended (the
"Stockholders' Agreement"), by and among the Founders, Apollo and the Issuer.
Pursuant to the terms of the Stockholders' Agreement, Apollo and the Founders
have agreed to vote in favor of three persons nominated to be directors by
Apollo and nine persons nominated to be directors by the Founders in the
elections of directors of the Issuer. The number of persons Apollo and the
Founders are entitled to nominate for election as directors is subject to
reduction for each group if the percentage of the Issuer's voting securities
beneficially owned by it is reduced below certain levels. As a result if the
sale of its interests in the Issuer, Apollo has no right to nominate three
directors of the Issuer. The remaining director nomination rights expire on
April 12, 2003, unless earlier terminated by the agreement of the Founders. The
other Founders and their Permitted Transferees subject to the Stockholders'
Agreement are Albert M. Carollo, Carollo Company, Albert & Carolyn Company,
James R. Carollo Living Trust, John B. Carollo Living Trust, DLF Partners,
Kathleen Jaure, Curtis Rochelle, Curtis Rochelle Trust, Jim Rochelle, Marian
Rochelle, Gene W. Schneider, G. Schneider Holdings, Mark Schneider, the GWS
Family Trust, the Revocable Trust of Janet Schneider, Richard Schneider and
Robert A. Schneider. In addition, to the best knowledge of Mr. Cate, the
purchaser of Apollo's interests in the Issuer has agreed to become a party to
the Stockholders' Agreement or a comparable agreement. A copy of the
Stockholders' Agreement can be found at Exhibit 10.16 to the Issuer's
Registration Statement on Form S-1 (File No. 33-61376) filed with Securities and
Exchange Commission on April 21, 1993.
The Issuer's Board of Directors is currently composed of eleven members, nine of
whom may be deemed to have been nominated by the Founders.
The information set forth in Item 5 is hereby incorporated by reference herein.
There are no other agreements among Mr. Cate and any other Founder or their
Permitted Transferees with respect to the Issuer's securities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
7(a) Stockholders' Agreement, dated April 13, 1993, among the Founders, Apollo
and the Issuer, is incorporated by this reference from Exhibit 10.16 to the
Issuer's Registration Statement on Form S-1 (File No. 33-61376) filed with
Securities and Exchange Commission on April 21, 1993.
<PAGE>
CUSIP NO.: 913247 50 8 13D Page 6 of 7 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: January 7, 2000 By: /s/ Henry H. Cate, Jr.
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Henry H. Cate, Jr.
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CUSIP NO.: 913247 50 8 13D Page 7 of 7 Pages
EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT PAGE NO.
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7(a) Stockholders' Agreement, dated April 13, 1993, --
among the Founders, Apollo and the Issuer, is
incorporated by this reference from Exhibit 10.16
to the Issuer's Registration Statement on Form S-1
(File No. 33-61376)filed with Securities and
Exchange Commission on April 21, 1993.
