UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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. ______)*
United Global Com, 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)
Elizabeth M. Markowski
Senior Vice President
Liberty Media Corporation
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5400
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 30, 2002
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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.
(Continued on following pages)
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*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 on 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)
Page 1 of 23
Cusip No. 913247 50 8
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Liberty Media Corporation
84-1288730
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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
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
Delaware
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7 SOLE VOTING POWER
304,301,512 shares *
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NUMBER OF 8 SHARED VOTING POWER
SHARES BENEFICIALLY
OWNED BY 0 shares
EACH -------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
304,301,512 shares *
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10 SHARED DISPOSITIVE POWER
0 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
304,301,512 shares *
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12 CHECK 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)
73.7% ***
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14 TYPE OF REPORTING PERSON
CO
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* Includes 303,123,542 shares of the Issuer's Class A Common Stock issuable upon
conversion of shares of the Issuer's Class C Common Stock beneficially owned by
the Reporting Person.
** The Reporting Person may be deemed to be a member of a group with the other
parties to the Stockholders Agreement described in this Statement. The Reporting
Person disclaims being a
Page 2 of 23
Cusip No. 913247 50 8
member of any such group and disclaims having beneficial ownership of any
securities of the Issuer held by any such other party.
*** According to the Registration Statement on Form S-1 filed by the Issuer on
February 14, 2002, on January 30, 2002 the Issuer had 109,670,883 shares of
Class A Common Stock, 8,870,332 shares of Class B Common Stock and 303,123,542
shares of Class C Common Stock outstanding. Each share of the Issuer's Class B
Common Stock is convertible into one share of the Issuer's Class A Common Stock
at the election of the holder without consideration. Each share of the Issuer's
Class C Common Stock is convertible into one share of the Issuer's Class B
Common Stock or Class A Common Stock at the election of the holder without
consideration. The indicated percentage has been calculated assuming that all
outstanding shares of the Issuer's Class C Common Stock, all of which shares are
beneficially owned by the Reporting Person, have been converted into an equal
number of shares of the Issuer's Class A Common Stock. Because the Reporting
Person does not beneficially own any shares of the Issuer's Class B Common
Stock, the indicated percentage has been calculated assuming that no shares of
the Issuer's Class B Common Stock have been converted into shares of the
Issuer's Class A Common Stock.
Page 3 of 23
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
STATEMENT OF
LIBERTY MEDIA CORPORATION
PURSUANT TO SECTION 13(d) OF THE SECURITIES EXCHANGE ACT OF 1934
IN RESPECT OF
UNITED GLOBALCOM, INC.
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (this "Statement") is being filed by
Liberty Media Corporation, a Delaware corporation (the "Reporting Person" or
"Liberty"), with respect to shares (the "Shares") of Class A Common Stock, par
value $0.01 per share ("United Class A Common Stock"), of UnitedGlobalCom, Inc.,
a Delaware corporation formerly known as "New United GlobalCom, Inc." (the
"Issuer" or "United"). The Issuer's principal executive offices are located at
4643 South Ulster Street, #1300, Denver Colorado 80237.
ITEM 2. IDENTITY AND BACKGROUND.
The principal business address of the Reporting Person and each of its
subsidiaries described in this Statement is 12300 Liberty Boulevard, Englewood,
Colorado 80112.
The Reporting Person owns interests in a broad range of video
programming, communications and Internet businesses in the United States,
Europe, South America and Asia with some of the most recognized and respected
brands. These brands include Encore, STARZ!, Discovery, Fox, USA, QVC, AOL, CNN,
TBS, Motorola and Sprint PCS.
Schedule 1 attached to this Statement contains the following
information concerning each director, executive officer and controlling person
of the Reporting Person: (i) name and residence or business address, (ii)
principal occupation or employment and (iii) the name, principal business and
address of any corporation or other organization in which such employment is
conducted.
To the knowledge of the Reporting Person, each of the persons named on
Schedule 1 (the "Schedule 1 Persons") is a United States citizen, except for
David J.A. Flowers, who is a Canadian citizen. During the last five years,
neither the Reporting Person nor (to the knowledge of the Reporting Person) any
of the Schedule 1 Persons has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). During the last five years, neither
the Reporting Person nor (to the knowledge of the Reporting Person) any of the
Schedule 1 Persons has been a party to a civil proceeding of a judicial or
administrative body of competent
Page 4 of 23
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.
The information included in Item 4 of this Statement is hereby
incorporated by reference into this Item 3. Liberty obtained the funds to pay
the consideration paid, or to acquire the assets contributed to the Issuer
pursuant to the Merger Agreement (as defined below), from its available cash.
ITEM 4. PURPOSE OF TRANSACTION.
On December 31, 2001, Liberty, Liberty Media International, Inc., a
Delaware corporation and a subsidiary of Liberty ("LMI"), Liberty Global, Inc.,
a Delaware corporation and a subsidiary of Liberty ("Liberty Global"), United,
United/New United Merger Sub, a Delaware corporation and a subsidiary of the
Issuer ("Merger Sub"), UGC Holdings, Inc., a Delaware corporation formerly known
as "UnitedGlobalCom, Inc." ("Old United"), and certain major stockholders of Old
United (such stockholders, the "Founders"), entered into an Amended and Restated
Agreement and Plan of Restructuring and Merger (the "Merger Agreement").
Pursuant to the Merger Agreement, on January 30, 2002 (the "Closing Date"): (a)
Liberty caused to be contributed 9,859,336 shares of Old United's Class B Common
Stock, par value $0.01 per share ("Old United Class B Common Stock"), and
11,976,048 shares of Old United's Class A Common Stock, par value $0.01 per
share ("Old United Class A Common Stock"), to United in exchange for an
aggregate of 21,835,384 shares of Class C Common Stock, par value $0.01 per
share, of United ("United Class C Common Stock"), (b) the Founders contributed,
by means of the merger of several limited liability companies wholly owned by
the Founders, all of the shares of Old United Class B Common Stock held by them
to United in exchange for an equal number of shares of United's Class B Common
Stock, par value $0.01 per share ("United Class B Common Stock"), (c)
immediately after the contributions described in (a) and (b), Merger Sub merged
with and into Old United, with Old United as the surviving entity in such merger
(the "Merger"), resulting in Old United becoming a majority-owned subsidiary of
United and each share of Old United Class A Common Stock and Old United Class B
Common Stock then outstanding (other than any such shares held by United) being
converted into one share of United Class A Common Stock, (d) as a result of the
Merger, each outstanding share of Old United's convertible preferred stock
(other than Old United's Series E preferred stock) was converted into shares of
United Class A Common Stock and each outstanding share of Old United's Series E
preferred stock (all of which shares were owned by certain of the Founders) was
converted into a class of common stock of Old United, as the surviving entity in
the Merger, and (e) immediately following the Merger, Liberty contributed, or
caused to be contributed, to United (i) an exchangeable note (the "Exchangeable
Note") issued by Old United's subsidiaries Belmarken Holding B.V., a limited
liability company (BESLOTEN VENNOOTSCHAP MET BEPERKTE AANSPRAKELIJKHEID)
incorporated under the laws of The Netherlands, and United Pan-Europe
Communications, N.V., a public limited liability company (NAAMLOZE VENNOOTSCHAP)
incorporated under the laws of The Netherlands ("UPC"), as co-obligor, having a
current principal amount on the Closing Date of approximately $891.7 million,
(ii) approximately
Page 5 of 23
$1,435.3 million and Euro 263.1 million aggregate principal amount at maturity
of Senior Notes and Senior Discount Notes issued by UPC and (iii) $200 million
in cash, all in exchange for an aggregate of 281,288,158 shares of United Class
C Common Stock. An aggregate of 1,177,970 shares of Old United Class A Common
Stock beneficially owned by Liberty were converted in the Merger into an equal
number of shares of United Common Stock in the same manner as shares of Old
United Class A Common Stock held by the other stockholders of Old United.
The United Class C Common Stock, all of which is held by Liberty and
its affiliates, is entitled to ten votes per share and votes together with the
United Class A and Class B Common Stock on all matters other than the election
of directors. The United Class A Common Stock is entitled to one vote per share
and the United Class B Common Stock is entitled to ten votes per share. The
United Class C Common Stock, voting as a separate class, is entitled to elect
four members of United's 12-member board of directors. The United Class A and
Class B Common Stock, voting as a single class, are entitled to elect the
remaining eight members of United's board of directors. By virtue of its
beneficial ownership of all of the outstanding shares of United Class C Common
Stock, Liberty is entitled to elect four members of United's board of directors
and the holders of the United Class A and Class B Common Stock are entitled to
elect the remaining eight members of United's board of directors. Under United's
certificate of incorporation, United is not permitted to take action with
respect to any of the following matters without the consent of a majority of the
directors elected by the holders of the United Class C Common Stock:
-- the acquisition or disposition of assets or issuance of equity
securities in any twelve-month period exceeding 30% of
United's market capitalization (excluding a sale, by merger or
otherwise, by United of all or substantially all of its assets
or a reorganization of entities affiliated with United,
provided that the holders of United Class C Common Stock are
treated equally with holders of United Class B Common Stock
and all holders of United Class B Common Stock are treated
equally);
-- the issuance of any shares of United Class C Common Stock
(other than pursuant to certain proportional purchase rights
of the holders) or the issuance of any options exercisable for
United Class B Common Stock in excess of three million shares
in the aggregate;
-- the replacement of United's Chief Executive Officer with
anyone other than Michael T. Fries, John F. Riordan, Gene W.
Schneider and Mark L. Schneider;
-- any amendment to United's certificate of incorporation or
bylaws that would adversely affect the rights of holders of
United Class B Common Stock or United Class C Common Stock or
any of their respective affiliates;
-- any material transaction between United and any of its
officers or directors or family members or affiliates of such
persons, other than employment contracts entered into in the
normal course of business;
Page 6 of 23
-- any amendment to the certificate of incorporation of Old
United that would adversely affect the rights of United or the
holders of United Class C Common Stock prior to the exchange
of all shares of Old United Class A Common Stock for United
Class A Common Stock pursuant to an exchange agreement between
United and certain Founders;
-- any issuance of preferred stock of Old United;
-- any disposition of or waiver of rights with respect to any
indebtedness of UPC held by United; or
-- any change in United's principal accounting firm.
Under the certificate of incorporation of United, if, prior to such
time as the change of control provisions of the indentures described in section
(c) of Item 6 of this Statement under "APPRAISAL; VOTING RIGHTS" no longer
apply, United issues shares of United Class B Common Stock and such issuance,
together with any prior issuances of United Class B Common Stock as to which the
holders of United Class C Common Stock did not have purchase rights under the
certificate of incorporation of United, results in the voting power held by the
holders of United Class C Common Stock being reduced below 90% of the voting
power held by the holders of United Class C Common Stock immediately prior to
such issuance or the first such issuance, each holder of shares of United Class
C Common Stock will be entitled to acquire additional shares of United Class C
Common Stock from United in an amount that will restore the voting power of such
holder of United Class C Common Stock to 100% of its voting power immediately
prior to such issuance or the first such issuance (whichever is greater).
Holders of United Class C Common Stock may acquire such United Class C Common
Stock pursuant to this purchase right by purchasing it from United for cash or
other form of consideration acceptable to United and/or exchanging shares of
United Class A Common Stock on a one-for-one basis. The holders of United Class
C Common Stock will not be entitled to the foregoing purchase rights in respect
of any issuance of United Class B Common Stock in an amount such that,
immediately following such issuance, the persons who were holders of equity
securities immediately prior to such issuance then hold less than 30% of the
voting power of United's outstanding equity securities in the election of
directors generally.
The foregoing description of United's certificate of incorporation is
qualified in its entirety by reference to the text of United's certificate of
incorporation, which is incorporated herein by reference as Exhibit 7(a) hereto.
At the closing of the Merger, the Reporting Person entered into the
Stockholders Agreement, the Standstill Agreement, the Covenant Agreement, the
Old United Agreement and the Registration Rights Agreement described in Items
6(b), 6(c), 6(d), 6(e) and 6(f), respectively, of this Statement, copies of
which are incorporated by reference as Exhibits 7(b), 7(c), 7(d), 7(e) and 7(f),
respectively, hereto and such copies and the descriptions thereof in such Items
of this Statement are hereby incorporated by reference into this Item 4.
Page 7 of 23
Also on January 30, 2002, United acquired from Liberty its interest in
IDT United, Inc. ("IDT United") and $751.2 million principal amount at maturity
of Old United's $1,375 million 10-3/4% senior secured discount notes due 2008
("Notes") for aggregate consideration of approximately $448.5 million. Of this
amount, approximately $304.6 million consisted of the assumption by United of
debt owed by Liberty to a subsidiary of Old United and the remainder was
credited against the $200 million cash contribution by Liberty to United
pursuant to the Merger Agreement described above. IDT United has effected a
tender offer in respect of all outstanding Notes at a price of $400 per $1,000
principal amount at maturity. From and after January 30, 2002, United has
borrowed approximately $97.2 million from Liberty to fund further capital
contributions to IDT United in connection with purchases of Notes under IDT
United's tender offer, which expired on February 1, 2002. At the date of this
report, IDT United owns approximately $599 million principal amount at maturity
of Notes. The Notes owned by IDT United, together with the Notes acquired by
United directly from Liberty referred to above, all of which remain outstanding,
represent approximately 98.2% of the outstanding Notes.
The Reporting Person intends to continuously review its investment in
the Issuer, and may in the future (subject to the terms of the Stockholders
Agreement and Standstill Agreement) determine to (1) acquire additional
securities of the Issuer, through open market purchases, private agreements or
otherwise, (2) dispose of all or a portion of its interest in the Issuer or (3)
take any other available course of action, which could involve one or more of
the types of transactions or have one or more of the results described in the
next paragraph of this Item 4. Notwithstanding anything contained herein, the
Reporting Person specifically reserves the right to change its intention with
respect to any or all of such matters. In reaching any decision as to its course
of action (as well as to the specific elements thereof), the Reporting Person
currently expects that it would take into consideration a variety of factors,
including, but not limited to, the following: (A) the Issuer's business and
prospects; (B) other developments concerning the Issuer and its businesses
generally; (C) other business opportunities available to the Reporting Person;
(D) developments with respect to the business of the Reporting Person; (E)
changes in law and government regulations; (F) general economic conditions; and
(G) money and stock market conditions, including the market price of the
securities of the Issuer.
Other than as set forth in this Statement (including the exhibits
hereto) or as contemplated or permitted by the agreements described herein, the
Reporting Person has no specific plans or proposals that relate to or would
result in:
-- the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
-- an extraordinary corporate transaction such as a merger,
reorganization or liquidation, involving the Issuer or any of
its subsidiaries;
-- a sale or transfer of a material amount of assets of the
Issuer or of any of its subsidiaries;
-- 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;
Page 8 of 23
-- any material change in the present capitalization or dividend
policy of the Issuer;
-- any other material change in the Issuer's business or
corporate structure;
-- changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions that may impede the
acquisition of control of the Issuer by any person;
-- a class of securities of the Issuer being delisted from a
national securities exchange or ceasing to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association;
-- a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act; or
-- any action similar to any of those enumerated in this
paragraph.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Person presently beneficially owns 304,301,512 shares
of United Class A Common Stock, which includes 303,123,542 shares of United
Class A Common Stock issuable upon conversion of shares of the United Class C
Common Stock held by the Reporting Person. According to the Registration
Statement on Form S-1 filed by the Issuer on February 14, 2002, on January 30,
2002, United had 109,670,883 shares of United Class A Common Stock, 8,870,332
shares of United Class B Common Stock and 303,123,542 shares of United Class C
Common Stock outstanding. Each share of United Class B Common Stock is
convertible into one share of United Class A Common Stock at the election of the
holder without consideration. Each share of United Class C Common Stock is
convertible into one share of United Class B Common Stock or United Class A
Common Stock at the election of the holder without consideration. Subject in
each case to the provisions of United's certificate of incorporation relating to
the election of directors, as described in Item 4 (which description is
incorporated herein by reference), each share of United Class A Common Stock has
one vote per share, each share of United Class B Common Stock has ten votes per
share and each share of United Class C Common Stock has ten votes per share.
Accordingly, the Reporting Person beneficially owns approximately 73.7% of the
outstanding United Class A Common Stock and approximately 93.9% of the Issuer's
outstanding voting power in all matters other than the election of directors. By
virtue of its beneficial ownership of 100% of the outstanding United Class C
Common Stock, the Reporting Person has the power to elect four members of the
Issuer's 12-member board of directors. The indicated percentage of the
outstanding Class A Common Stock has been calculated assuming that all of the
United Class C Common Stock, all of which is beneficially owned by the Reporting
Person, has been converted to an equal number of shares of United Class A Common
Stock. Because the Reporting Person does not beneficially own any shares of
United Class B Common Stock, the indicated percentage of the outstanding United
Class A Common Stock has been calculated assuming that no shares of the Issuer's
Class B Common Stock have been converted into shares of the Issuer's Class A
Common Stock.
Page 9 of 23
Except as described on Schedule 2, which is incorporated herein, to the
knowledge of the Reporting Person, none of the Schedule 1 Persons beneficially
owns any shares of United Class A Common Stock.
The Reporting Person may be deemed to be a member of a group with the
other parties to the Stockholders Agreement. The Reporting Person disclaims
being a member of any such group and disclaims beneficial ownership of any
securities of the Issuer held by any such other party.
(b) Except as described in Item 4 above and Item 6 below, the Reporting
Person has the sole power to direct the voting of the Shares and to direct the
disposition of the Shares.
(c) The information included in Items 3 and 6 is hereby incorporated by
reference into this Item 5(c).
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
(a) United's Certificate of Incorporation
The information regarding United's certificate of incorporation
included in Item 4 of this Statement and the text of United's certificate of
incorporation, a copy of which is incorporated by reference as Exhibit 7(a)
hereto, are hereby incorporated by reference into this Item 6(a).
(b) Stockholders Agreement
At the closing of the Merger, United, Liberty, Liberty Global and
Liberty UCOMA, LLC, a Delaware limited liability company and a subsidiary of
Liberty ("Liberty UCOMA") (together with their permitted transferees, the
"Liberty Parties"), and certain Founders (together with their permitted
transferees, the "Founder Parties") entered into a Stockholders Agreement, the
material terms of which are summarized in the following paragraphs. This summary
eliminates references in the Stockholders Agreement to the indenture governing
the Notes because, as a result of a consent solicitation effected in conjunction
with the tender offer for the Notes described in Item 4, the relevant
restrictive covenants have been eliminated from that indenture by the execution
of a supplemental indenture.
LIMITATIONS ON CONVERSION. Until such time as the provisions of certain
outstanding indentures of certain of Old United's subsidiaries that require the
issuer to offer to repurchase the bonds issued thereunder upon a change of
control of Old United are rendered inapplicable (either by redemption of the
bonds or defeasance, waiver or amendment of the relevant provisions of such
indentures) or such a change of control occurs, other than as a result of a
breach of the Standstill Agreement by Liberty, the Liberty Parties will not
convert any shares of United Class
Page 10 of 23
C Common Stock into United Class A Common Stock if, after giving effect to the
conversion, the Liberty Parties would have more than 50% of the combined voting
power of the United Class A Common Stock and United Class B Common Stock
outstanding or would have more voting power than the United Class A Common Stock
and United Class B Common Stock owned by the Founder Parties. This limitation on
the Liberty Parties' right to convert (a) will terminate if the aggregate voting
power of the shares of United Class A Common Stock and United Class B Common
Stock beneficially owned by any person or group (other than a group that is
controlled by certain of the Founders and that consists solely of Founders)
exceeds either 50% of the total voting power of United or the voting power held
by the Founder Parties and (b) will not apply to conversions made by the Liberty
Parties in connection with a sale or hedging transaction or any related pledges
of their shares.
CHANGE OF CONTROL COVENANTS. Subject to specified exceptions for
governmental licenses, United will not take or permit any action that would
result in it being subject to any covenants restricting the ability of United,
Old United or any of their affiliates to effect a change of control, other than
such covenants contained in certain existing indentures to which certain of Old
United's subsidiaries are currently subject, unless any such change of control
involving or caused by the action of any Liberty Party (other than a transfer of
control, if control were obtained, by a Liberty Party to a third party) is
exempted from the application and effects of any such restrictive covenants.
United will not take or permit any action to extend or perpetuate the existing
change of control covenants under certain outstanding indentures of certain of
Old United's subsidiaries beyond the maturity date of the bonds issued under
such indentures.
RIGHTS OF FIRST OFFER. Subject to specified exceptions, no Liberty
Party may transfer any shares of United Class B or Class C Common Stock except
to permitted transferees, or convert any such shares to United Class A Common
Stock, unless it first offers the Founders the opportunity to purchase the
shares, and no Founder Party may transfer any shares of United Class B Common
Stock except to permitted transferees, or convert any such shares to United
Class A Common Stock, unless it first offers the Liberty Parties the opportunity
to purchase the shares. If either the Liberty Parties or the Founder Parties
decline to exercise their right of first offer, then the party proposing to
transfer shares of United Class B or Class C Common Stock to a third party must
convert the shares to United Class A Common Stock immediately prior to such
transfer, unless, in the case of a proposed transfer by the Founder Parties, the
number of shares being transferred by all Founder Parties to the same transferee
represents at least a majority of all shares of United Class B Common Stock
owned by the Founder Parties, their permitted transferees, and any other person
that the Founder Parties have designated to purchase shares from the Liberty
Parties pursuant to the Founder Parties' right of first offer. Prior to any
event that permits the conversion of United Class C Common Stock into United
Class B Common Stock, the number of shares of United Class B or C Common Stock
that the Liberty Parties may propose to transfer to a third party subject to the
Founder Parties' right of first offer, when taken together with the number of
shares of United Class A Common Stock previously transferred to a third party
following their conversion from United Class B or Class C Common Stock, shall
not exceed the number of shares of United Class A Common Stock acquired after
the closing of the Merger from persons other than United (including upon
conversion of United Class C Common Stock) or the Founder Parties, plus the
number of shares of United Class A Common Stock that
Page 11 of 23
the Liberty Parties received in the Merger in respect of any Old United Class A
Common Stock acquired after December 3, 2001.
PERMITTED TRANSFERS. The Liberty Parties and Founder Parties may
transfer their shares of United Class B Common Stock and United Class C Common
Stock to permitted transferees without having to first offer them to any other
party. The Founder Parties' permitted transferees include other Founders, family
members and heirs of the Founders and partnerships or trusts owned by or for the
benefit of the Founders. The Liberty Parties' permitted transferees include
Liberty and any entity controlled by Liberty. The parties may pledge their
shares of United Class B and Class C Common Stock in loan and hedging
transactions; provided that the applicable pledgee does not become a registered
holder of the shares and agrees to comply with the right of first offer
provisions of the Stockholders Agreement, with shortened notice and exercise
periods, in connection with any foreclosure on the pledged shares. Pledges of
the Founders' shares that were in existence prior to May 25, 2001 are also
allowed under the agreement.
TAG-ALONG RIGHTS. If the Liberty Parties propose to transfer a majority
of their shares of United Class B and Class C Common Stock to persons other than
permitted transferees, and the Founder Parties do not purchase such shares, then
the Founder Parties will be entitled to transfer a proportionate amount of their
shares of United Class B Common Stock to the same purchaser on no less favorable
terms. If the Founder Parties propose to transfer a majority of their shares of
United Class B Common Stock to persons other than permitted transferees, and the
Liberty Parties do not purchase such shares, then the Liberty Parties will be
entitled to transfer a proportionate amount of their United Class A, Class B
and/or Class C Common Stock to the same purchaser on no less favorable terms.
DRAG-ALONG RIGHTS. If the Founder Parties propose to transfer a
majority of their United Class B Common Stock to an unaffiliated third party
that is not a permitted transferee, and the Liberty Parties do not purchase such
shares, then the Founder Parties can require the Liberty Parties to transfer to
the same transferee on terms no less favorable than those on which the Founder
Parties transfer their shares, at the election of the Liberty Parties, either
(i) all of their shares of United Class B and Class C Common Stock, (ii) all of
their United common stock or (iii) a proportionate amount of each class of
United common stock that they own; provided that the Liberty Parties will be
required to transfer all of their United common stock if, in connection with the
proposed transfer by the Founder Parties, Mr. Gene W. Schneider, G. Schneider
Holdings, Co., The Gene W. Schneider Family Trust, Mr. Mark L. Schneider and The
MLS Family Partnership LP propose to transfer all shares of United common stock
beneficially owned by them, which shares of common stock include shares of
United Class B Common Stock representing at least 40% of the greater of the
number of shares of United Class B Common Stock owned by them on the date of the
Stockholders Agreement and the number of shares of Old United Class B Common
Stock owned by them on June 25, 2000.
EXCHANGE OF SHARES. United will, on request, permit Liberty and its
affiliates to exchange any shares of United Class A Common Stock owned by them
for shares of United Class C Common Stock, or, following the conversion of
United Class C Common Stock, United Class B Common Stock, on a one-for-one
basis. United will, upon request and subject to applicable
Page 12 of 23
laws, permit Liberty and its affiliates to exchange any shares of capital stock
of UPC, and any other affiliate of United (which shares were acquired from UPC
or such affiliate), for shares of United Class C Common Stock or, following the
conversion of the United Class C Common Stock, United Class B Common Stock.
Without limiting the generality of the foregoing, at anytime after UPC is
entitled to convert shares of its Series 1 Convertible Preference Shares held by
Liberty to UPC ordinary shares, (i) Liberty will be entitled to exchange such
shares for United Class C Common Stock or, following the conversion of the
United Class C Common Stock, United Class B Common Stock, and (ii) United will
be entitled to call such shares from Liberty in exchange for shares of United
Class C Common Stock or, following the conversion of the United Class C Common
stock, United Class B Common Stock, provided such exchange is tax-free to
Liberty, in either case on terms specified in the Stockholders Agreement.
TERMINATION. The tag-along provisions, the drag-along provisions and
the limitations on the conversion of shares of United Class C Common Stock into
shares of United Class A Common Stock terminate on June 25, 2010, unless the
Stockholders Agreement is terminated earlier. The Stockholders Agreement will
terminate as to any Liberty Party or Founder Party the voting power of whose
equity securities is reduced below 10% of the voting power of Old United such
party held on June 25, 2000. The Stockholders Agreement will terminate in its
entirety on the first to occur of (a) all of the Founders and their permitted
transferees or Mr. Gene W. Schneider and Mr. Mark L. Schneider and their
permitted transferees (other than the other Founders) holding less than 40% of
the greater of the number of shares of United Class B Common Stock owned by them
on the date of the Stockholders Agreement and the number of shares of Old United
Class B Common Stock owned by them on June 25, 2000 (assuming for such purpose
that any shares transferred by such persons to a Liberty Party continue to be
owned by such person) or (b) the transfer by the Founder Parties of a majority
of their United Class B Common Stock to one or more Liberty Parties or one or
more unaffiliated third parties.
The foregoing description of the Stockholders Agreement is qualified in
its entirety by reference to the text of the Stockholders Agreement, a copy of
which is incorporated by reference as Exhibit 7(b) hereto, which is hereby
incorporated by reference into this Item 6(b).
(c) Standstill Agreement
At the closing of the Merger, United, Liberty, Liberty Global and
Liberty UCOMA entered into a Standstill Agreement, the material terms of which
are described in the following paragraphs. This summary eliminates references in
the Standstill Agreement to the indenture governing the Notes because, as a
result of a consent solicitation effected in conjunction with the tender offer
for the Notes described in Item 4, the relevant restrictive covenants have been
eliminated from that indenture by the execution of a supplemental indenture.
LIMITATION ON ACQUIRING SECURITIES AND OTHER ACTIONS. The Liberty
Parties will not acquire common stock of United in an amount that would cause
their percentage of the total common stock of United outstanding, on a
fully-diluted basis, to exceed the greater of (a) the sum of (i) the percentage
beneficially owned by them immediately after the closing of the transactions
contemplated by the Merger Agreement, plus (ii) the percentage represented by
any shares acquired by them from (x) other parties to the Stockholders
Agreement, including United,
Page 13 of 23
and (y) from UPC pursuant to a release agreement, dated February 22, 2001, among
UPC, Old United, Liberty and LMI, plus (iii) the percentage represented by an
additional 25 million shares; provided that the number determined by clauses
(a)(i) and (a)(iii) shall not exceed 81%, and (b) the sum of 81% plus the
percentage determined by clause (a)(ii)(x). Liberty will not (a) solicit proxies
with respect to United's voting securities, (b) form, join or participate in a
group if such group's ownership of United voting securities would exceed the
maximum share ownership percentage described in this paragraph, unless certain
Founders are part of such group, (c) deposit any United voting securities into a
voting trust or subject them to a voting agreement or similar arrangement, (d)
solicit or encourage offers for United from persons other than Liberty Parties
or Founders or (e) call a meeting of stockholders or seek amendments to United's
bylaws without the consent of United's board of directors. Liberty will not be
in breach of the restrictions on its maximum share ownership if its share
ownership exceeds the maximum percentage specified solely because of any action
taken by United in respect of which no Liberty Party takes any action other than
in its capacity as a holder of equity securities of United, including, for
example, a tender offer by United to acquire shares of its common stock that
Liberty elects not to accept or the issuance of a dividend by United payable in
cash or stock that the Liberty Parties elect to receive in stock.
APPRAISAL; VOTING RIGHTS. No Liberty Party will exercise appraisal
rights as to any matter. Liberty will cause its shares to be present at meetings
of United's stockholders so as to be counted for quorum purposes. Except for
certain matters as to which Liberty or the directors elected by the holders of
United Class C Common Stock have approval rights, whether under United's
certificate of incorporation, the Standstill Agreement or other agreement
entered into in connection with the Merger Agreement, or which, pursuant to the
bylaws of United are required to be approved by the board of directors prior to
being submitted to the stockholders (in any such case, if such approval has not
been obtained), Liberty will vote its shares of common stock on all matters
submitted to a vote of stockholders, other than the election or removal of
directors or a merger, sale or similar transaction involving United, either as
recommended by United's board of directors or in the same proportion as all
other holders of common stock of United. Liberty will vote its shares of United
common stock against any merger, consolidation, recapitalization, dissolution or
sale of all or substantially all of United's assets not approved by United's
board of directors.
Until such time as the provisions of certain outstanding indentures of
certain of Old United's subsidiaries that require the issuer to offer to
repurchase the bonds issued thereunder upon a change of control of Old United
are rendered inapplicable (either by redemption of the bonds or defeasance,
waiver or amendment of the relevant provisions of such indentures) or a change
of control occurs, other than as a result of a breach of the Standstill
Agreement by Liberty, Liberty will vote its shares in the election of directors
in its sole discretion. Following such time, Liberty will be entitled to
nominate four members of United's board of directors or, if greater, a number
equal to at least 33 1/3% of United's board of directors, and the Founder
Parties will be entitled to nominate the same number of directors. United's
board of directors will nominate the remaining members of the board of
directors. The Liberty Parties will then be obligated to vote their shares of
common stock of United in favor of such nominees to the board of directors and,
unless requested to do so by the Founders, will not vote to remove any board
members nominated by the Founders except for cause. Pursuant to a separate
voting agreement
Page 14 of 23
between United and the Founders, the Founders will likewise be obligated to vote
their shares of common stock of United in favor of such nominees to the board of
directors and, unless requested to do so by Liberty, will not vote to remove any
board members nominated by Liberty except for cause.
LIMITATIONS ON ISSUING HIGH VOTE SECURITIES. United will not issue any
United Class B Common Stock or other equity security having more votes per share
than United Class A Common Stock, or rights to acquire any such securities,
other than to Liberty Parties and their controlled affiliates, unless and until
the United Class C Common Stock becomes convertible in full into United Class B
Common Stock, except that United may issue up to an aggregate of 3 million
shares of United Class B Common Stock upon exercise of options outstanding at
the time of the closing of the Merger or subsequently issued options, and United
may, on a majority vote of its board of directors, issue preferred stock
convertible into United Class B Common Stock (but with no other conversion
rights, no voting rights other than as are customary in preferred stocks and no
special rights), provided that such preferred stock cannot be so converted prior
to such time as the change of control provisions of the indentures described
above no longer apply, and the total number of shares of United Class B Common
Stock issuable upon conversion of such options and preferred stock must be less
than the number of shares that would, if issued after such time as such change
of control provisions in such indentures no longer apply, entitle the Liberty
Parties to exercise the purchase rights described below.
LIMITATIONS ON TRANSFER. Subject to certain exceptions, no Liberty
Party may transfer any equity securities of United, unless the transfer is (i)
to Liberty or a controlled affiliate of Liberty that is or becomes a party to
the Standstill Agreement, (ii) to one more underwriters in connection with a
public offering, (iii) to one or more Founders or purchasers designated thereby
pursuant to the right of first offer provisions of the Stockholders Agreement,
provided that any such transferee, if other than a Founder, becomes subject to
the Stockholders Agreement and, if other than a Founder or permitted transferee
of a Founder, the Standstill Agreement, (iv) pursuant to the tag-along and
drag-along provisions of the Stockholders Agreement or (v) otherwise made in
accordance with the provisions of the Stockholders Agreement; provided that in
the case of a transfer pursuant to clause (ii) or (v), if the transfer is to a
non-affiliate, the transferring Liberty Party has no reason to believe that any
person or group would obtain more than ten percent of United's voting power in
the election of directors as a result of the transfer. The Liberty Parties may
pledge their equity securities to financial institutions in connection with loan
and hedging transactions that comply with the Stockholders Agreement.
OFFERS FOR UNITED. If any person makes an offer to (i) acquire equity
securities of United from United or from one or more of its stockholders by
public offer, (ii) acquire all or substantially all of United's assets or (iii)
effect a merger, consolidation, share exchange or similar transaction, United
will give Liberty notice of such offer promptly upon receipt thereof, or, if
giving such notice would violate any applicable law or agreement, promptly after
public announcement of such offer. In no event will United give Liberty notice
of such an offer less than ten days prior to accepting it. If United does not
reject such an offer within five days, then any Liberty Party or its affiliates
may propose a competing offer to United's board of directors, and the board of
directors will in the exercise of its fiduciary duties consider in good faith
Page 15 of 23
waiving any provision of the Standstill Agreement that would restrict actions
that might be taken by a Liberty Party or its affiliates in support of such a
competing offer.
If United proposes to sell all or substantially all of its assets,
effect a merger, consolidation, share exchange or similar transaction or issue
United Class B Common Stock in an amount sufficient that Liberty would not be
entitled to exercise its purchase rights described below, then United will give
Liberty notice of such proposal and will give Liberty an opportunity to propose
an alternative transaction to United's board of directors.
PURCHASE RIGHT. If, following such time as the change of control
provisions of the indentures described above under "APPRAISAL; VOTING RIGHTS" no
longer apply, United issues equity securities having more votes per share than
the United Class A Common Stock and such issuance, together with any prior
issuance of high vote securities as to which the Liberty Parties did not have
purchase rights, results in the voting power of the Liberty Parties' equity
securities being reduced below 90% of their voting power prior to such issuance
or the first such issuance, the Liberty Parties will be entitled to acquire a
number of additional shares of United Class B Common Stock from United that
would restore the Liberty Parties' voting power to 100% of what it was prior to
such issuance or the first such issuance (whichever is greater). Liberty may
acquire such United Class B Common Stock by purchasing it from United for cash
or other form of consideration acceptable to United and/or by exchanging shares
of United Class A Common Stock on a one-for-one basis. The Liberty Parties will
not be entitled to the foregoing purchase rights in respect of any issuance of
United Class B Common Stock in an amount such that, immediately following such
issuance, the persons who were holders of equity securities immediately prior to
such issuance then hold less than 30 percent of the voting power of United's
outstanding equity securities in the election of directors generally.
PREEMPTIVE RIGHT. If, at any time after the signing of the Standstill
Agreement, United proposes to issue any United Class A Common Stock or rights to
acquire United Class A Common Stock, the Liberty Parties will have the right,
but not the obligation, to purchase a portion of such issuance sufficient to
maintain their then existing equity percentage in United on terms at least as
favorable as those given to any third party purchasers. This preemptive right
will not apply to (i) the issuance of United Class A Common Stock or rights to
acquire United Class A Common Stock in connection with the acquisition of a
business from a third party not affiliated with United or any Founder, which
business is directly related to the then existing business of United and its
subsidiaries, (ii) the issuance of options to acquire United Class A Common
Stock to employees pursuant to employee benefit plans approved by United's board
of directors (such options and all shares issued pursuant thereto not to exceed
10% of United's outstanding common stock), (iii) equity securities issued as a
dividend on all equity securities or upon a subdivision or combination of all
outstanding equity securities, or (iv) equity securities issued upon the
exercise of rights outstanding as of the closing of the Merger or as to the
issuance of which the Liberty Parties had the right to exercise their preemptive
rights.
TERMINATION. The Standstill Agreement will terminate on June 25, 2010,
except for the restrictions on United's ability to issue additional high vote
securities and the Liberty Parties' purchase and preemptive rights; provided
that the Agreement will terminate in its entirety upon termination of the
Stockholders Agreement.
Page 16 of 23
The foregoing description of the Standstill Agreement is qualified in
its entirety by reference to the text of the Standstill Agreement, a copy of
which is incorporated by reference as Exhibit 7(c) hereto, which is hereby
incorporated by reference into this Item 6(c).
(d) Agreement Regarding Additional Covenants
At the closing of the Merger, United, Liberty, Liberty Global and
Liberty UCOMA entered into an Agreement Regarding Additional Covenants (the
"Covenant Agreement"), the material terms of which are described in the
following paragraph.
The Covenant Agreement provides that, without the consent of Liberty,
United will not: (a) enter into any contract that purports to be binding on
Liberty or its affiliates; (b) enter into any material contract with respect to
which an act or omission by Liberty or its affiliates would result in a default
or cancellation, or give rise to a repayment obligation or a loss of a material
benefit; (c) enter into any contract between United or any of its subsidiaries,
on the one hand, and Old United and its controlled affiliates, on the other; (d)
transfer, pledge or otherwise dispose of the Exchangeable Note unless such
transaction has been reviewed and approved by United's board of directors
including, in the case of any transfer to any affiliate of United (including Old
United or any of its affiliates) a majority of the directors elected by Liberty;
or (e) amend the provision of United's bylaws that requires approval by the
board of directors or a committee of the board of directors of expenditures
exceeding $10 million. The Covenant Agreement also provides that United will
provide Liberty with certain financial information for use by Liberty in
connection with the preparation of Liberty's financial statements.
The foregoing description of the Covenant Agreement is qualified in its
entirety by reference to the text of the Covenant Agreement, a copy of which is
incorporated by reference as Exhibit 7(d) hereto, which is hereby incorporated
by reference into this Item 6(d).
(e) Agreement Regarding Old United
At the closing of the Merger, Old United, Liberty, Liberty Global and
Liberty UCOMA entered into an Agreement Regarding Old United (the "Old United
Agreement"), the material terms of which are described in the following
paragraph. This summary eliminates references in the Old United Agreement to the
indenture governing the Notes because, as a result of a consent solicitation
effected in conjunction with the tender offer for the Notes described in Item 4,
the relevant restrictive covenants have been eliminated from that indenture by
the execution of a supplemental indenture.
The Old United Agreement provides that, without the consent of Liberty,
Old United will not: (a) enter into any contract that purports to be binding on
Liberty or its affiliates; or (b) enter into any material contract with respect
to which an act or omission by Liberty or its affiliates would result in a
default or cancellation, or give rise to a repayment obligation or a loss of a
material benefit. Without the consent of Liberty, and subject to specified
exceptions for governmental licenses, Old United will not take or permit any
action that would result in it being subject to any covenants restricting the
ability of Old United or any of its affiliates to effect a
Page 17 of 23
change of control, other than such covenants contained in certain existing
indentures to which certain of Old United's subsidiaries are currently subject,
unless any such change of control involving or caused by the action of any
Liberty Party (other than a transfer of control, if control were obtained, by a
Liberty Party to a third party) is exempted from the application and effects of
any such restrictive covenants. Old United will not take or permit any action to
extend or perpetuate the existing change of control covenants under certain
outstanding indentures of certain of Old United's subsidiaries beyond the
maturity date of the bonds issued under such indentures.
The foregoing description of the Old United Agreement is qualified in
its entirety by reference to the text of the Old United Agreement, a copy of
which is incorporated by reference as Exhibit 7(e) hereto, which is hereby
incorporated by reference into this Item 6(e).
(f) Registration Rights Agreement
At the closing of the Merger, United, Liberty, Liberty Global and
Liberty UCOMA entered into a Registration Rights Agreement (the "Registration
Rights Agreement"), the material terms of which are described in the following
paragraphs.
Under the terms of the Registration Rights Agreement, Liberty is
entitled to demand up to five registrations with respect to the securities of
United now owned or hereafter acquired by Liberty or its affiliates provided the
securities to be registered in any such registration equal a minimum of the
lesser of 10.0% of the number of United's shares beneficially owned by Liberty
immediately after the effectiveness of the Merger or all of the securities of
United owned by Liberty. Liberty may not make more than two demands for
registration in any 12-month period. United may, subject to certain limitations,
preempt or postpone the registration of securities owned by Liberty or an
offering of securities registered under a shelf registration. Liberty may demand
that the securities it owns be offered and sold on a continuous or delayed basis
pursuant to a shelf registration in accordance with relevant securities laws.
The Registration Rights Agreement also provides Liberty with unlimited
customary "piggyback" registration rights, which give Liberty the right to
include United securities owned by Liberty in registration statements filed on
behalf of United or third persons. These piggyback rights are subject to cutback
by the underwriters involved in such registration, priority of the party
initiating the registration and certain lockup limitations. United may not grant
to third parties piggyback registration rights that are senior to Liberty's
piggyback registration rights.
United will pay all customary expenses in connection with any
registration pursuant to the Registration Rights Agreement, except for
applicable underwriting discounts, selling commissions or stock transfer taxes.
The Registration Rights Agreement includes customary indemnification and
contribution provisions.
The foregoing description of the Registration Rights Agreement is
qualified in its entirety by reference to the text of the Registration Rights
Agreement, a copy of which is incorporated by reference as Exhibit 7(f) hereto,
which is hereby incorporated by reference into this Item 6(f).
Page 18 of 23
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit No. Description
----------- -----------
7(a) Restated Certificate of
Incorporation of United
(incorporated by reference to
Exhibit 3.1 to the Registration
Statement on Form S-1 filed by
United on February 14, 2002)
7(b) Stockholders Agreement, dated
January 30, 2002, among United,
Liberty, Liberty Global, Liberty
UCOMA and each of the persons
identified on the signature pages
thereto as "Founders" (incorporated
by reference to Exhibit 10.5 to the
Registration Statement on Form S-1
filed by United on February 14,
2002)
7(c) Standstill Agreement, dated January
30, 2002, among United, Liberty,
Liberty Global and Liberty UCOMA
(incorporated by reference to
Exhibit 10.9 to the Registration
Statement on Form S-1 filed by
United on February 14, 2002)
7(d) Agreement Regarding Additional
Covenants, dated January 30, 2002,
among United, Liberty, Liberty
Global and Liberty UCOMA
(incorporated by reference to
Exhibit 10.8 to the Registration
Statement on Form S-1 filed by
United on February 14, 2002)
7(e) Agreement Regarding Old United,
dated January 30, 2002, among Old
United, Liberty, Liberty Global and
Liberty UCOMA (incorporated by
reference to Exhibit 10.7 to the
Registration Statement on Form S-1
filed by United on February 14,
2002)
7(f) Registration Rights Agreement,
dated January 30, 2002, among
United, Liberty, Liberty Global and
Liberty UCOMA (incorporated by
reference to Exhibit 10.10 to the
Registration Statement on Form S-1
filed by United on February 14,
2002)
Page 19 of 23
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: February 26, 2002
By: /s/ Elizabeth M. Markowski
-----------------------------------
Name: Elizabeth M. Markowski
Title: Senior Vice President
Page 20 of 23
SCHEDULE 1
DIRECTORS AND EXECUTIVE OFFICERS
OF
LIBERTY MEDIA CORPORATION
The name and present principal occupation of each director and
executive officer of Liberty are set forth below. The business address for each
person listed below is c/o Liberty Media Corporation, 12300 Liberty Boulevard,
Englewood, Colorado 80112. All executive officers and directors listed on this
Schedule 1 are United States citizens, except for David J.A. Flowers, who is a
Canadian citizen.
Name Title
---- -----
John C. Malone Chairman of the Board and Director of Liberty
Robert R. Bennett President, Chief Executive Officer and Director of Liberty
Gary S. Howard Executive Vice President, Chief Operating Officer and Director
of Liberty
Paul A. Gould Director of Liberty; Managing Director of Allen & Company
Incorporated
Donne F. Fisher Director of Liberty; President; Fisher Capital Partners Ltd.
Jerome H. Kern Director of Liberty; Consultant, Kern Consulting, LLC
Larry E. Romrell Director of Liberty
David J.A. Flowers Senior Vice President and Treasurer of Liberty
Elizabeth M. Markowski Senior Vice President of Liberty
Charles Y. Tanabe Senior Vice President, General Counsel and Secretary of
Liberty
Peter N. Zolintakis Senior Vice President of Liberty
Christopher W. Shean Vice President and Controller of Liberty
Page 21 of 23
SCHEDULE 2
The Reporting Person disclaims beneficial ownership of the securities
listed on this Schedule 2.
Name Shares and Options to Purchase Shares Beneficially Owned
---- --------------------------------------------------------
Robert R. Bennett 100,000 shares of United Class A Common Stock and options to
purchase 3,333 shares of United Class A Common Stock,
which options will become exercisable within 60 days following February
15, 2002.
Paul A. Gould 70,000 shares of United Class A Common Stock.
Gary S. Howard Options to purchase 3,333 shares of United Class A Common
Stock, which options will become exercisable within 60 days
following February 15, 2001.
John C. Malone Options to purchase 75,208 shares of United Class A Common
Stock, which options are presently exercisable or will become
exercisable within 60 days of February 15, 2002.
Page 22 of 23
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
7(a) Restated Certificate of Incorporation of
United (incorporated by reference to Exhibit
3.1 to the Registration Statement on Form S-1
filed by United on February 14, 2002)
7(b) Stockholders Agreement, dated January 30,
2002, among United, Liberty, Liberty Global,
Liberty UCOMA and each of the persons
identified on the signature pages thereto as
"Founders" (incorporated by reference to
Exhibit 10.5 to the Registration Statement on
Form S-1 filed by United on February 14,
2002)
7(c) Standstill Agreement, dated January 30, 2002,
among United, Liberty, Liberty Global and
Liberty UCOMA (incorporated by reference to
Exhibit 10.9 to the Registration Statement on
Form S-1 filed by United on February 14,
2002)
7(d) Agreement Regarding Additional Covenants,
dated January 30, 2002, among United,
Liberty, Liberty Global and Liberty UCOMA
(incorporated by reference to Exhibit 10.8 to
the Registration Statement on Form S-1 filed
by United on February 14, 2002)
7(e) Agreement Regarding Old United, dated January
30, 2002, among Old United, Liberty, Liberty
Global and Liberty UCOMA (incorporated by
reference to Exhibit 10.7 to the Registration
Statement on Form S-1 filed by United on
February 14, 2002)
7(f) Registration Rights Agreement, dated January
30, 2002, among United, Liberty, Liberty
Global and Liberty UCOMA (incorporated by
reference to Exhibit 10.10 to the
Registration Statement on Form S-1 filed by
United on February 14, 2002)
Page 23 of 23