UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
PRIMACOM AG
(Name of Issuer)
Ordinary Bearer Shares and American Depositary Shares
(Title of Class of Securities)
741 54N 108+
(CUSIP Number)
+ CUSIP number of American Depositary Shares which are quoted
on NASDAQ NMS. Ordinary Bearer Shares are not publicly traded
in the United States.
Anton M. Tuijten Legal Department
General Counsel UnitedGlobalCom, Inc.
United Pan-Europe Communications N.V. 4643 South Ulster Street
Fred. Roeskestraat 123, P.O. Box 74763 Suite 1300
1070 BT Amsterdam, The Netherlands Denver, Colorado 80237
(31) 20-778-9840 (303) 770-4001
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 17, 2000
(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 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 disclosure
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 8 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. 741 54N 108 13D Page 7 of 7 Pages
1 NAME OF REPORTING PERSON
United Pan-Europe Communications N.V.*
* United Pan-Europe Communications N.V. is a majority-owned subsidiary
of UnitedGlobalCom, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
98-0190997
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED 8 SHARED VOTING POWER
BY 4,948,039
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
4,948,039
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,948,039
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.0%**
** Based on 19,798,552 shares outstanding per information provided by
PrimaCom AG.
14 TYPE OF REPORTING PERSON
OO
1 NAME OF REPORTING PERSON
UnitedGlobalCom, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
84-1116217
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,948,039***
BENEFICIALLY
OWNED 8 SHARED VOTING POWER
BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 4,948,039***
WITH
10 SHARED DISPOSITIVE POWER
0
*** 4,932,139 Ordinary Bearer Shares and 31,800 American Depositary
Shares are owned directly by United Pan-Europe Communications N.V.,
which is a majority-owned subsidiary of UnitedGlobalCom, Inc. Although
United has the power to elect all of the supervisory board members of
UPC, the members of the supervisory board have a fiduciary duty to all
shareholders of UPC and are subject to other Dutch corporate law
principles as they exercise their control of UPC.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,948,039***
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.0%**
** Based on 19,798,552 shares outstanding per information provided by
PrimaCom AG.
14 TYPE OF REPORTING PERSON
CO
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 4, dated June 6, 2001 (this "Amendment"), amends the
original Schedule 13D, dated December 30, 1999, as amended by the Amendment No.
1, dated January 19, 2000, the Amendment No. 2, dated March 29, 2000 and the
Amendment No. 3, dated March 28, 2001 (the "Schedule 13D"). This Amendment
relates to the ordinary bearer shares (the "Ordinary Bearer Shares") and the
American Depositary Shares of PrimaCom AG, a German stock corporation (the
"Company"), whose principal executive offices are located at Hegelstrasse 61,
55122, Mainz, Germany. The Company is engaged primarily in owning and operating
cable television systems in Germany and The Netherlands. Each American
Depositary Share represents one-half of an Ordinary Bearer Share.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Schedule 13D, as amended, reported that as of March 27, 2000, UPC
had purchased a total of 4,926,102 of the Company's Ordinary Bearer Shares and
31,800 of the Company's American Depositary Shares. The acquisition of shares on
March 17, 2000 was incorrectly reported. The Schedule 13D reported that UPC
acquired 191,218 Ordinary Bearer Shares on that date; in fact, UPC acquired
197,255 Ordinary Bearer Shares on that date. This Amendment reports the correct
ownership by UPC of 4,932,139 Ordinary Bearer Shares and 31,800 American
Depositary Shares, which represents an increase of 6,037 additional Ordinary
Bearer Shares over the beneficial ownership previously reported in the Schedule
13D.
As of March 27, 2000 and the date of this Amendment, UPC owned an
aggregate of 4,932,139 Ordinary Bearer Shares, for which it paid a total
purchase price of approximately Euro 344.2 million (approximately US$294.2
million as of May 29, 2001), and 31,800 American Depositary Shares, for which it
paid a total purchase price of US$956,000. Because each American Depositary
Share represents one-half of an Ordinary Bearer Share, UPC owned the equivalent
of 4,948,039 Ordinary Bearer Shares as of March 27, 2000 and the date of this
Amendment. UPC used its available working capital to make all of the purchases
described herein.
ITEM 4. PURPOSE OF TRANSACTION.
As of March 27, 2000, UPC had purchased Ordinary Bearer Shares
representing approximately 25.0% of the Ordinary Bearer Shares of the Company
(based upon outstanding share information provided by the Company), including
its ownership of American Depositary Shares. UPC's percentage ownership is not
affected by the corrected beneficial ownership information provided in this
Amendment. The purpose of UPC's acquisitions of Ordinary Bearer Shares and
American Depositary Shares was to facilitate UPC's entry into the German
telecommunications market.
The Supervisory and Management Boards of the Company and UPC announced
on March 29, 2001, that they have agreed to combine cable television operations
in Germany and The Netherlands. Under the terms of the agreement, UPC will
contribute to the Company a number of cable television assets, including all of
the shares of its German subsidiary EWT/tss. The combination will be effected by
way of the UPC assets being contributed into a German AG ("Newco") that is
subsequently merged with the Company, and which will replace the current listing
of the Company on both the Frankfurt Stock Exchange and NASDAQ upon closing of
the transaction. As such, current shareholders of the Company will exchange
their 19.8 million shares in the Company for 19.8 million newly issued shares in
Newco. UPC will receive 11.1 million newly issued shares in Newco. Together with
its existing 25.0% stake in the Company, pro forma for the transaction UPC will
hold a 52% stake in Newco. The Company expects to sign an affiliation agreement
with chello, UPC's broadband Internet provider, with respect to its German
footprint. The initial supervisory Board of Newco will be comprised of four
members nominated by UPC, three members nominated jointly by UPC and the Company
and two members nominated by a significant shareholder of the Company. The
Company expects that its existing Management Board will remain in place. The
proposed transaction will be presented to the Company's shareholders for
approval at a shareholders' meeting. The proposed transaction is subject to
various regulatory and other approvals. The parties expect the transaction to
close in the third quarter of 2001.
Except as described herein, United and UPC have no present plan or
proposal that relates to or would result in:
(a) the acquisition by any person of additional
securities of the Company, or the disposition of securities of the Company;
(b) an extraordinary corporate transaction, involving the
Company or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of
the Company or any of its subsidiaries;
(d) any change in the present board of directors of the
Company or management of the Company;
(e) any material change in the present capitalization or
dividend policy of the Company;
(f) any material change in the Company's business or
corporate structure;
(g) any change in the Company's certificate of
incorporation or bylaws, or other action which may impede the acquisition of
control of the Company by any person;
(h) causing a class of securities of the Company to cease
to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association;
(i) a class of equity securities of the company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Act; or
(j) any action similar to any of the foregoing.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) UPC: As of March 27, 2000 and the date of this Amendment,
UPC beneficially owned an aggregate number of 4,932,139 Ordinary Bearer Shares
and 31,800 American Depositary Shares, which equates to a total of 4,948,039
Ordinary Bearer Shares. As of March 27, 2000 and the date of this Amendment, UPC
beneficially owned approximately 25.0% of the outstanding Ordinary Bearer
Shares, including its ownership of American Depositary Shares.
United: As of March 27, 2000 and the date of this Amendment, United,
through its majority ownership of UPC, beneficially owned an aggregate number of
4,932,139 Ordinary Bearer Shares and 31,800 American Depositary Shares, which
equates to a total of 4,948,039 Ordinary Bearer Shares. As of March 27, 2000 and
the date of this Amendment, United beneficially owned approximately 25.0% of the
outstanding Ordinary Bearer Shares, including its ownership of American
Depositary Shares. Although United has the power to elect all of the supervisory
board members of UPC, the members of the supervisory board have a fiduciary duty
to all shareholders of UPC and are subject to other Dutch corporate law
principles as they exercise their control of UPC.
(b) UPC: UPC, as a majority-owned subsidiary of United, does
not have sole voting power or sole dispositive power of the 4,932,139 Ordinary
Bearer Shares and 31,800 American Depositary Shares owned by it but has shared
voting power and shared dispositive power of such shares with United.
United: United, as the parent company of UPC, has sole voting power and
sole dispositive power of the 4,932,139 Ordinary Bearer Shares and the 31,800
American Depositary Shares owned by UPC. Although United has the power to elect
all of the supervisory board members of UPC, the members of the supervisory
board have a fiduciary duty to all shareholders of UPC and are subject to other
Dutch corporate law principles as they exercise their control of UPC.
(c) Other than as described in the Schedule 13D and in this
Amendment, neither United nor UPC has effected any transactions in the Ordinary
Bearer Shares or the American Depositary Shares during the past 60 days.
To the best of the knowledge of each of United and UPC, none of the
directors and officers named in Item 2 has effected any transaction in any
Ordinary Bearer Shares or American Depositary Shares during the past 60 days.
(d) Each of United and UPC affirms that, to the best of their
knowledge, no other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Ordinary Bearer
Shares or the American Depositary Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as described herein, no filing person is a party to any
contract, arrangement or understanding with respect to the Ordinary Bearer
Shares or the American Depositary Shares of the Company.
ITEM 8. 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.
Pursuant to Rule 13d-1(k) this Schedule 13D is filed jointly on behalf
of each of United Pan-Europe Communications N.V. and UnitedGlobalCom, Inc.
Dated: June 6, 2001
/s/ Anton M. Tuijten
-------------------------------------
United Pan-Europe Communications N.V.
By: Anton M. Tuijten
General Counsel
/s/ Ellen P. Spangler
-------------------------------------
UnitedGlobalCom, Inc.
By: Ellen P. Spangler
Senior Vice President of
Business and Legal Affairs