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. 1)*
EXIT
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
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(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)
March 31, 2000
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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 8 Pages)
<PAGE>
CUSIP NO.: 913247 50 8 13D Page 2 of 8 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) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
OO
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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
142,774 (1)
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NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY ----------------------------------------------------------------
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 142,774 (1)
WITH ----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
142,774 (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)
LESS THAN 1% (2)
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14. TYPE OF REPORTING PERSON
00
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*SEE INSTRUCTIONS BEFORE FILLING OUT.
(1) Includes 142,774 shares of Class A Common Stock issuable upon conversion of
142,774 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). Does not include 142,774 shares of Class
B Common Stock beneficially owned by the Reporting Person's spouse. The
Reporting Person disclaims beneficial ownership of any such shares
beneficially 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.
<PAGE>
CUSIP NO.: 913247 50 8 13D Page 3 of 8 Pages
ITEM 1. SECURITY AND ISSUER.
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The Reporting Person hereby 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., a Delaware
corporation (the "Issuer"). The Issuer's principal executive offices are located
at 4643 South Ulster Street, Suite 1300, Denver, CO 80237.
ITEM 4. PURPOSE OF TRANSACTION.
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Item 4 is amended and supplemented by adding the following:
As a result of the transaction described in Item 6 below, the Reporting Person
is no longer a party to the Stockholders' Agreement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
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Item 5(a) is amended and supplemented by adding the following:
(a) Mr. Cate beneficially owns (assuming conversion of Class B Common Stock for
Class A Common Stock) 142,774 shares of Class A Common Stock, which does not
include 142,774 shares beneficially owned by his spouse, and represents less
than 1% of the outstanding shares of Class A Common Stock. The foregoing
percentage interest is based on the outstanding share numbers provided by the
Issuer as of April 28, 2000, adjusted, in the case of Mr. Cate, for the
conversion of his Class B Common Stock, resulting in 76,714,404 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 less than 1% of the voting power with respect to a
general election of directors of the Issuer. Such percentage does not include
142,774 shares beneficially owned by his spouse.
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.
Item 5(b) is hereby amended and supplemented by adding the following:
(b) As a result of the transaction described in Item 6 below, the Reporting
Person is no longer subject to the Stockholders' Agreement. The Reporting Person
has the sole power to vote or dispose of or to direct the voting or to direct
the disposition of his 142,774 shares of Class A Common Stock. To his knowledge,
the reporting Person's spouse has the sole power to vote or dispose of or to
direct the voting or to direct the disposition of her 142,774 shares of Class A
Common Stock.
<PAGE>
CUSIP NO.: 913247 50 8 13D Page 4 of 8 Pages
Item 5(e) is hereby added to the Statement to read as follows:
As a result of the transaction described in Item 6, as of March 31, 2000, the
Reporting Person 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.
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Item 6 is hereby amended and supplemented by adding the following:
Effective March 31, 2000, the Reporting Person entered into an Amendment to the
Stockholders' Agreement. Pursuant to the terms of such Amendment, the Reporting
Person is no longer a party to the Stockholders' Agreement as of March 31, 2000.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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Item 7 is hereby amended and supplemented by adding the following:
7(b) Amendment to Stockholders' Agreement effective March 31, 2000.
<PAGE>
CUSIP NO.: 913247 50 8 13D Page 5 of 8 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: June 16, 2000 By: /S/ Henry H. Cate, Jr.
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Henry H. Cate, Jr.
<PAGE>
CUSIP NO.: 913247 50 8 13D Page 6 of 8 Pages
EXHIBIT INDEX
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EXHIBIT
NUMBER EXHIBIT PAGE NO.
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7(b) Amendment to Stockholders' Agreement, effective 7
March 31, 2000.
