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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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 (date of earliest event reported): ~~August~~September 2630, 2005

UNITEDGLOBALCOM, INC. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Delaware		000-49658		84-1602895
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

Delaware (State or other jurisdiction of incorporation or organization) 000-49658 (Commission File Number) 84-1602895 (I.R.S. Employer Identification No.)

4643 South Ulster Street, Suite 1300 Denver, CO 80237
(Address of principal executive offices and zip code)

Registrant’'s telephone number, including area code: (303) 770-4001

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o: Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o: Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o: Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

OnCablecom August 8, 2005, Liberty Global, Inc. (“LGI”), which owns all of the outstanding capital stock of UnitedGlobalCom, Inc. (the “Company”), announced that its board of directors had approved a special stock dividend (the “Dividend”) of one share of LGI’s Series C common stock for each share of LGI’s Series A common stock and each share of LGI’s Series B common stock outstanding at 5:00 p.m., New York City time, on Friday, August 26, 2005 (the “Record Date”). Acquisition

~~The~~ A ~~Company~~wholly-owned, ~~and~~indirect ~~The~~subsidiary ~~Bank~~("Purchaser") of ~~New York~~UnitedGlobalCom, ~~as Trustee~~ Inc. (~~the “Trustee”~~"UGC"), ~~are~~has ~~parties~~entered tointo ana ~~Indenture dated~~Share asPurchase ofAgreement, ~~April~~dated September 630, ~~2004,~~2005 ~~as amended and supplemented by~~ (the ~~First Supplemental Indenture dated as~~"Purchase ~~of May 24~~Agreement"), ~~2005~~with ~~between~~Glacier ~~the~~Holdings ~~Company~~S.C.A. ~~and~~("Seller"), ~~the~~pursuant ~~Trustee,~~to aswhich ~~further~~Purchaser ~~amended~~has ~~and~~agreed ~~supplemented~~to bypurchase (the ~~Second~~"Acquisition") ~~Supplemental~~all ~~Indenture~~of ~~dated~~the asissued ofshare ~~June 15,~~capital ~~2005,~~of byCablecom ~~and~~Holdings ~~among~~AG ~~the Company~~("Cablecom"), ~~LGI~~which ~~and~~is the parent ~~Trustee~~company ~~(as~~of soSwiss ~~supplemented~~cable operator, ~~the~~Cablecom ~~“Indenture”)~~Gmbh, ~~under~~for ~~which~~a ~~the~~cash ~~Company’s~~purchase ~~13/4%~~price ~~Convertible Senior Notes due April 15, 2024~~ (the ~~“Senior~~"Purchase ~~Notes”~~Price") inof ~~the~~CHF ~~principal~~2.825 billion ~~amount~~(US$2.186 billion as of ~~€500,000,000 were issued~~signing). On ~~August 26,~~Under ~~2005,~~ the ~~Company~~Purchase ~~entered~~Agreement, ~~into~~Purchaser awas ~~Third~~required ~~Supplemental~~to ~~Indenture~~pay ~~with~~Seller ~~LGI~~6% ~~and~~of the ~~Trustee,~~ ~~(the~~Purchase ~~“Third~~Price ~~Supplemental~~as ~~Indenture”),~~a ~~which~~deposit ~~amends~~(the ~~and~~"Deposit") ~~supplements~~upon execution of the ~~Indenture~~Purchase ~~to,~~Agreement. ~~among other~~The ~~things,~~Purchase ~~provide~~Agreement ~~that,~~also asrequires aPurchaser ~~result~~to ofmaintain the ~~Dividend,~~balance ~~Holders~~ of the ~~Senior~~Purchase ~~Notes~~Price ~~will~~in ~~have~~available ~~the right~~funds topending ~~receive,~~closing. ~~upon~~At ~~conversion of their Senior Notes~~closing, in3% ~~addition~~of to the ~~shares~~Purchase ofPrice ~~LGI~~will ~~Series A~~be ~~common~~placed ~~stock~~in toescrow ~~which they are entitled~~ (or"Escrow"), atfor ~~the~~a ~~option~~period ofnot ~~the~~to ~~Company~~exceed 89 days, ~~one~~pending ofany ~~the~~claims ~~other settlement~~arising ~~options available to the Company~~ under the ~~Indenture),~~Purchase ~~the~~Agreement. ~~number~~Any ofpayment ~~shares~~made ~~of LGI~~from ~~Series C~~the ~~common~~Escrow ~~stock~~will ~~they~~be ~~would~~treated ~~have~~as ~~received~~an ~~had~~adjustment ~~they converted their Senior Notes immediately prior~~ to the ~~Record~~Purchase ~~Date~~Price.

A The Acquisition ~~copy~~is subject to the receipt of certain approvals from the ~~Third~~Swiss ~~Supplemental~~Federal ~~Indenture~~Office isof ~~attached~~Communications ~~hereto~~for asthe ~~Exhibit 10.1~~transfer ~~and~~of ~~incorporated~~broadcast licenses (the ~~herein~~"Regulatory byCondition") ~~this~~and ~~reference.~~the ~~The~~affirmative ~~foregoing~~vote ~~description~~of the requisite percentage of shares of the ~~Third~~sole ~~Supplemental~~general ~~Indenture~~partner isand manager of the Seller (the ~~qualified~~"Corporate inAction ~~its~~Condition" ~~entirety~~and bytogether ~~reference~~with tothe Regulatory Condition, the ~~full~~"Conditions"). ~~text~~The ofPurchase Agreement provides that the ~~Third~~closing ~~Supplemental~~will ~~Indenture~~occur ~~set forth~~no inlater ~~Exhibit~~than November 1014, 2005.1. If the Conditions are satisfied or waived prior to November 14, 2005, Purchaser may unilaterally extend the closing through November 14, 2005, subject to the incurrence of penalty interest on the balance of the Purchase Price.

If the Conditions are neither satisfied nor waived by November 14, 2005, either party may terminate the Purchase Agreement (subject to certain exceptions). The Seller is required to repay the Deposit to the Purchaser in the event of a termination of the Purchase Agreement as a result of Seller's breach of a covenant or Seller's failure to satisfy the Corporation Action Condition, provided, in the event of such condition failure, that Purchaser has not materially breached the Purchase Agreement.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof set forth in Exhibit 2.1 to this Current Report on Form 8-K.

LMI Guarantee

Pursuant to a separate agreement (the "Guarantee") entered into between Liberty Media International, Inc. ("LMI") and Seller, LMI has agreed to guarantee the performance of Purchaser's obligations under the Purchase Agreement. Purchaser is an indirect subsidiary of LMI. LMI and UGC are subsidiaries of Liberty Global, Inc., the publicly traded parent company.

The foregoing description of the Guarantee does not purport to be complete and is qualified in its entirety by reference to the full text thereof set forth in Exhibit 99.1 to this Current Report on Form 8-K.

Financing Arrangements

LMI intends to finance the Acquisition through a combination of (i) a new structurally subordinated PIK Loan (as defined below) of €550 million, (ii) a new offering of 8⁵/8% Senior Notes due 2014 of €300 million by UPC Holding B.V., a sister corporation of the Purchaser, and (iii) corporate cash. In addition, because consummation of the Acquisition will trigger "change of control" events under certain existing indebtedness of Cablecom's subsidiaries, the Purchaser has

entered into a Change of Control Backstop Commitment Letter with certain financial institutions, as described below.

The PIK Loan. The new €550 million 9.5 year split-coupon floating rate PIK loan (the "PIK Loan") will be made under a PIK Loan Facility Agreement, dated September 30, 2005 (the "PIK Loan Facility"), among the Purchaser, the lead arrangers named therein and the facility agent named therein. The PIK Loan Facility bears interest at a rate per annum equal to (i) 3-month EURIBOR (payable quarterly in cash), plus (ii) a margin of 1.75% (payable quarterly in cash), plus (iii) a PIK margin of 6.50% (to be capitalized and added to principal at the end of each interest period or, at the election of the Purchaser, paid in cash) plus (iv) with respect to any period, or part thereof, after April 15, 2008, an additional PIK margin of 2.50% (to be capitalized and added to principal at the end of each interest period or, at the election of the Purchaser, paid in cash).

The PIK Loan will be unsecured senior debt of the Purchaser and pari passu or senior in right of payment to all other indebtedness of the Purchaser. The PIK Loan will be structurally subordinated to all indebtedness of the Purchaser's subsidiaries, including, upon consummation of the Acquisition, the existing CHF 150,000,000 Revolving Credit Facility of Cablecom GmbH (the "Existing Revolving Credit Facility"), the existing €290,000,000 9³/8% Senior Notes due 2014 issued by Cablecom Luxembourg S.C.A. (the "Existing Fixed Rate Notes") and the existing CHF 390,000,000 Floating Rate Senior Secured Notes due 2010, €200,000,000 Floating Rate Senior Secured Notes due 2010 and €375,000,000 Floating Rate Senior Secured Notes due 2012 issued by Cablecom Luxembourg S.C.A. (collectively, the "Existing Floating Rate Notes" and together with the Existing Fixed Rate Notes, the "Cablecom Notes") and any other future debt incurred by the Purchaser's subsidiaries. The PIK Loan will not be guaranteed by Cablecom or any of its subsidiaries.

The PIK Loan may not be optionally prepaid prior to April 16, 2007. From and following April 16, 2007, the PIK Loan may be prepaid by the Purchaser in designated minimum amounts. Optional prepayments during the 12-month period beginning on April 16, 2007 will be made at par. Optional prepayments from and following April 16, 2008 will be made at 102% of par. The PIK Loan matures on April 15, 2015.

The PIK Loan Facility contains incurrence-based covenants similar to the covenants governing the Existing Floating Rate Notes, adjusted to reflect a subordinated pay-in-kind issuance, and provides for events of default similar to the events of default in respect of the Existing Floating Rate Notes. In addition, the PIK Loan Facility requires Purchaser to make a prepayment offer at 101% of par following a "change of control."

Senior Notes due 2014. On October 3, 2005, UPC Holding B.V. entered into a Purchase Agreement with the initial purchasers named therein in connection with the issuance of its €300 million 8⁵/8% Senior Notes due 2014 (the "New Senior Notes"), which is expected to close of October 10, 2005. The New Senior Notes will have terms (other than pricing and issue date) substantially identical to the terms of UPC Holding B.V.'s 7³/4% Senior Notes due 2014 issued on July 29, 2005 and, under an intercreditor agreement, will equally share the benefit with the holders of those existing notes of a security interest over the shares of UPC Holding B.V. Proceeds from this issuance will be distributed by UPC Holding B.V. to fund a portion of the Acquisition.

Change of Control Backstop Commitment. The consummation of the Acquisition will trigger a "change of control" put right (the "Put Right") under the Cablecom Notes and, absent a waiver from the lenders under the Existing Revolving Credit Facility (the "Waiver"), will require a refinancing of the Existing Revolving Credit Facility. The Purchaser has entered into a Change of Control Backstop Commitment Letter with certain financial institutions (the "Banks"), pursuant to which (i) the Banks have agreed to enter into two new term facilities with Purchaser under which Purchaser may access the funds necessary to repurchase Cablecom Notes tendered upon exercise of the Put Right ("Tendered

Notes") or, absent an agreement on the definitive terms of the new term facilities, the Banks have agreed to purchase the Tendered Notes and enter into a remarketing arrangement with Purchaser with respect to the Tendered Notes, and (ii) absent the Waiver, the Banks have agreed to enter into a new credit facility to refinance the Existing Revolving Credit Facility. Purchaser's right to terminate the Change of Control Backstop Commitment Letter is subject to a non-refundable commitment fee, payable within 3 business days of the expiration date of the Put Right.

The inclusion of the foregoing description of financing arrangements is not intended to admit the materiality of the matters described therein.

Item 9.01 Financial Statements and Exhibits

Number		Title
2.1		Share Purchase Agreement, dated September 30, 2005, between Glacier Holdings S.C.A. and United ACM Holdings, Inc. ("Purchase Agreement")
2.2		Excerpts from Schedule 4.6 to the Purchase Agreement
99.1		Deed, dated September 30, 2005, between Liberty Media International, Inc. and Glacier Holdings S.C.A.

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.~~	UNITEDGLOBALCOM, INC.
Date: August 29, 2005	By:	/s/ Elizabeth M. Markowski
Date: October 5, 2005		By:	/s/ LEONARD P. STEGMAN Leonard P. Stegman Vice President
		Elizabeth M. Markowski
		Senior Vice President and Secretary

~~Exhibit Index~~ 5

Exhibit No.		Description
10.1		Third Supplemental Indenture, dated as of August 26, 2005, by and among Liberty Global, Inc., UnitedGlobalCom, Inc. and The Bank of New York, as Trustee

EXHIBIT INDEX

Number		Title
2.1		Share Purchase Agreement, dated September 30, 2005, between Glacier Holdings S.C.A. and United ACM Holdings, Inc. ("Purchase Agreement")
2.2		Excerpts from Schedule 4.6 to the Purchase Agreement
99.1		Deed, dated September 30, 2005, between Liberty Media International, Inc. and Glacier Holdings S.C.A.

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Item 1.01 Entry into a Material Definitive Agreement

Item 9.01 Financial Statements and Exhibits

SIGNATURES
EXHIBIT INDEX

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