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: December 31, 2001 NEW UNITEDGLOBALCOM, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 333-55228 84-1602895 (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)
ITEM 5. OTHER EVENTS On December 31, 2001, the Company, UnitedGlobalCom, Inc. ("United"), Liberty Media Corporation, Liberty Media International, Inc., Liberty Global, Inc., United/New United Merger Sub, Inc. ("Merger Subsidiary") and certain major stockholders of United entered into an Amended and Restated Agreement and Plan of Restructuring and Merger (the "New United Merger Agreement"), amending and restating that certain Agreement and Plan of Restructuring and Merger (the "Original New United Merger Agreement"), dated as of December 3, 2001, among such parties. On December 31, 2001, the Company, United and Merger Subsidiary also entered into an Amended and Restated United/New United Agreement and Plan of Merger (the "United/New United Merger Agreement"), amending and restating that certain Agreement and Plan of Merger (the "Original United/New United Merger Agreement"), dated as of December 3, 2001, among such parties. The New United Merger Agreement and the United/New United Merger Agreement amended the transactions contemplated by the Original New United Merger Agreement and the Original United/New United Merger Agreement primarily in order to provide for the conversion of United's Series B preferred stock, Series C preferred stock and Series D preferred stock into shares of the Company's Class A common stock rather than shares of new series of the Company's preferred stock, as had been contemplated by the Original New United Merger Agreement and the Original United/New United Merger Agreement. A copy of the New United Merger Agreement and the United/New United Merger Agreement are incorporated by reference into this filing. ITEM 7. EXHIBITS (c) 10.1 Amended and Restated Agreement and Plan of Restructuring and Merger, dated as of December 3, 2001, among UnitedGlobalCom, Inc., New UnitedGlobalCom, Inc., United/New United Merger Sub, Inc., Liberty Media Corporation, Liberty Media International, Inc., Liberty Global, Inc. and each Person indicated as a "Founder" on the signature pages thereto, and Exhibits appended thereto. (1) 10.2 Amended and Restated United/New United Agreement and Plan of Merger, dated as of December 31, 2001, among UnitedGlobalCom, Inc., New UnitedGlobalCom, Inc., and United/New United Merger Sub, Inc. (1) - ---------- (1) Incorporated by reference from the Form 8-K of UnitedGlobalCom, Inc. dated as of the date hereof.
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 hereunto duly authorized. NEW UNITEDGLOBALCOM, INC. By: /s/ Valerie L. Cover ------------------------------ Valerie L. Cover Vice President (Acting Chief Financial Officer and Principal Accounting Officer) Dated: January 9, 2002