<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: June 26, 2000
UnitedGlobalCom, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-21974 84-1116217
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification #)
incorporation)
4643 South Ulster Street, Suite 1300, Denver, CO 80237
(Address of Principal Executive Office)
(303) 770-4001
(Registrant's telephone number, including area code)
<PAGE> 2
ITEM 5. OTHER EVENTS.
-----------------------
On June 26, 2000, UnitedGlobalCom, Inc. ("United") and Liberty Media
Corporation ("Liberty") announced an agreement pursuant to which United will
acquire certain of Liberty's international broadband distribution and
programming assets in exchange for $200 million in cash and 75.3 million shares
of United's Class B common stock. These shares represent a 38% economic and 72%
voting interest in United. The Liberty assets to be acquired by United include a
25% indirect economic interest in Telewest Communications plc ("Telewest"),
certain interests in Latin America and certain other broadband interests held by
Liberty. In addition, United will be granted rights of first offer with respect
to Liberty's programming and distribution assets in Japan and certain other
broadband interests in other markets.
Upon closing of the transaction, Liberty will be bound by voting and
standstill agreements with United and certain of its controlling shareholders,
and will have the right to appoint four of 12 representatives to the Board of
Directors of United. Closing of this transaction is subject to certain
regulatory, shareholder and third party approvals.
In connection with this transaction, United will exchange the 25% economic
interest in Telewest for 128.2 million shares of United Pan-Europe
Communications N.V. ("UPC"), increasing United's ownership in UPC from
approximately 51% at present to approximately 61% on a pro forma basis.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
-------------------------------------------
(c) Exhibits
10.1 Agreement, dated as of June 25, 2000, among UnitedGlobalCom,
Inc., United Pan-Europe Communications N.V., Liberty Media
International, Inc. and Liberty Media Corporation.
99.1 Press release, dated June 26, 2000.
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
UNITEDGLOBALCOM, INC.
DATE: July 12, 2000 By: /s/ Frederick G. Westerman, III
---------------------------------
Frederick G. Westerman, III
Chief Financial Officer
3
<PAGE> 4
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.1 Agreement, dated as of June 25, 2000, among UnitedGlobalCom,
Inc., United Pan-Europe Communications N.V., Liberty Media
International, Inc. and Liberty Media Corporation.
99.1 Press release, dated June 26, 2000.
