-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MulDLq1sIqyLakPBUXKxL+gUYnHPBZduf4cCKoWsr5eOZS7/HOQ144jMe4vEO4of BYOQqx/jM9k9sk+2dlVt/g== 0001014909-00-000049.txt : 20000215 0001014909-00-000049.hdr.sgml : 20000215 ACCESSION NUMBER: 0001014909-00-000049 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED PAN EUROPE COMMUNICATIONS NV CENTRAL INDEX KEY: 0001070778 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 980191997 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-55939 FILM NUMBER: 542122 BUSINESS ADDRESS: STREET 1: FREDERIK ROESKESTRAAT 123 STREET 2: 1076 EE AMSTERDORN CITY: NETHERLANDS STATE: P7 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UNITEDGLOBALCOM INC CENTRAL INDEX KEY: 0000887949 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 841116217 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 4643 S ULSTER ST STREET 2: STE 1300 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 3037704001 MAIL ADDRESS: STREET 1: 4643 S ULSTER ST STREET 2: STE 1300 CITY: DENVER STATE: CO ZIP: 80237 FORMER COMPANY: FORMER CONFORMED NAME: UNITED INTERNATIONAL HOLDINGS INC DATE OF NAME CHANGE: 19921119 SC 13G 1 SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- 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. ------------------------------------- (Name of Issuer) Ordinary Shares A, nominal value Euro 2.00 per share ---------------------------------------------------- (Title of Class of Securities) 911300 20 0 ----------- (CUSIP Number) Filed pursuant to Rule 13d-1(d) ------------------------------- (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). 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 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 5. SOLE VOTING POWER: 79,740,097 (1) ----------------------------------------------------------------- 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: - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 79,740,097 (1) - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [X] - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 54.9% (2) - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- *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. 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). 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 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. 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 -------------------------------- Ellen P. Spangler Senior Vice President -----END PRIVACY-ENHANCED MESSAGE-----