UNITED STATES
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 (Date of earliest event reported): July 6, 2004
TELEWEST GLOBAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 333-110815 59-3778247
(State of (Commission File Number) (IRS Employer
incorporation) Identification No.)
160 Great Portland Street
London W1W 5QA, United Kingdom
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: +44-20-7299-5000
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
On June 21, 2004, an English scheme of arrangement between Telewest
Communications plc ("Telewest") and certain of its creditors (the "Telewest
Scheme") was sanctioned by order of the High Court of Justice of England
and Wales, Chancery Division, Companies Court located in London, United
Kingdom (the "Telewest Order"). A Scheme of Arrangement between Telewest's
wholly owned finance subsidiary, Telewest Finance (Jersey) Limited
("Telewest Jersey"), and certain of its creditors (the "Jersey Scheme", and
together with the Telewest Scheme, the "Schemes") was sanctioned by the
Royal Court of Jersey (Samedi Division), located in St Helier, Jersey,
Channel Islands on June 18, 2004 (the "Jersey Order") and by the High Court
of Justice of England and Wales, Chancery Division, Companies Court on June
21, 2004 (the "Jersey UK Order"). Copies of each of the Telewest Order and
the Jersey UK Order are attached hereto as Exhibit 2.4 and the Jersey Order
is attached hereto as Exhibit 2.5. A copy of the press release announcing
the sanctioning of the Schemes is attached hereto as Exhibit 99.1.
The Schemes are formal mechanisms under the UK Companies Act 1985, as
amended, and, in the case of the Jersey Scheme, the UK Companies Act 1985,
as amended, and the Companies (Jersey) Law 1991, as amended, that permit
Telewest and Telewest Jersey, respectively, to enter into a compromise or
arrangement with one or more classes of creditors to restructure their
respective financial obligations. Once the Schemes become effective, all
relevant scheme creditors will be bound by their terms. The effective date
of each of the Schemes is anticipated to be July 15, 2004 (the "Effective
Date").
The Schemes are part of the financial restructuring of Telewest. The
following is a summary of the matters contemplated to occur in connection
with the implementation of the financial restructuring. This summary only
highlights certain of the substantive steps comprising the financial
restructuring, including the Schemes, and is not intended to be a complete
description of the terms of the financial restructuring which are described
in the Explanatory Statement (attached hereto as Exhibit 2.1).
Among other things, completion of Telewest's financial restructuring
will result in the following major changes:
o The cancellation of all of the outstanding notes and debentures of
Telewest and Telewest Jersey, and certain other related claims
pursuant to the Schemes in return for the distribution of 98.5% of the
common stock of Telewest Global, Inc. ("Telewest Global"), and the
distribution of the remaining 1.5% of the common stock of Telewest
Global to Telewest's eligible shareholders. This will reduce the total
outstanding indebtedness of the business by approximately(pound)3.8
billion to approximately(pound)2.0 billion and significantly reduce
interest expense.
o The execution of an amended and restated senior secured credit
facility agreement.
o The reorganization of Telewest's corporate structure under Telewest
Global, currently a wholly owned subsidiary of Telewest incorporated
in the State of Delaware.
o The cessation of dealings in Telewest shares on the London Stock
Exchange and Telewest ADRs on the Nasdaq National Market, and the
quotation of Telewest Global's common stock on the Nasdaq National
Market.
Following completion of Telewest's financial restructuring, Telewest
and Telewest Jersey are expected to be placed in solvent liquidation by
their respective shareholders.
Completion of Telewest's financial restructuring is subject to a
number of conditions that will need to be satisfied or waived prior to the
Effective Date. These conditions include the following:
o the satisfaction of the conditions to the Schemes; and
o satisfaction of all of the conditions precedent to the proposed
amended and restated senior secured credit facility agreement, or
their satisfaction being conditional only on the effectiveness of the
Schemes.
For the Telewest Scheme to become effective, an office copy of the
Telewest Order must be delivered to the Registrar of Companies for
registration. For the Jersey Scheme to become effective as a matter of
English law, the Jersey UK Order must be delivered to the Registrar of
Companies for registration, and in order for the Jersey Scheme to become
effective as a matter of Jersey law, the Jersey Order must be delivered to
the Jersey Registrar of Companies for registration.
On July 1, 2004, as a condition to the completion of Telewest's
financial restructuring, the Bankruptcy Court for the Southern District of
New York granted Telewest's and Telewest Jersey's request for a permanent
injunction under section 304 of the US Bankruptcy Code. Among other things,
the permanent injunction will give the Schemes full force and effect in
respect of the creditors participating in the Schemes. The permanent
injunctive relief will be effective upon, and subject to the occurrence of,
the effectiveness of all of the Schemes.
Currently, Telewest Global has one share of common stock outstanding
which is owned by Telewest. In connection with Telewest's financial
restructuring, Telewest Global is expected to issue 245,000,000 shares of
common stock for distribution by an escrow agent in accordance with the
Schemes. Creditors of Telewest and Telewest Jersey in respect of their
claims under either the Telewest or the Jersey Scheme are entitled to
receive in aggregate 241,325,000 shares of the common stock of Telewest
Global, representing approximately 98.5% of the outstanding common stock of
Telewest Global, in a transaction exempt from the registration requirements
of the United States Securities Act of 1933, as amended, pursuant to
Section 3(a)(10) of that Act. The remaining 3,675,000 shares of common
stock being distributed by the escrow agent, representing approximately
1.5% of the outstanding common stock of Telewest Global, are to be issued
to Telewest's eligible shareholders pursuant to the registration statement
of Telewest Global on Form S-4 (Registration No. 333-110815), declared
effective on April 28, 2004.
As of June 21, 2004, Telewest had 2,873,680,646 ordinary shares,
82,507,747 shares with limited voting rights and 140,265 ADRs outstanding.
No Telewest ordinary shares or Telewest Global common stock have been
reserved for future issuance in respect of claims and interests filed and
allowed under the Schemes.
Information as to the assets and liabilities of Telewest Global as of
the most recent practicable date prior to the sanction of the Schemes is
contained in Telewest Global's Quarterly Report on Form 10-Q for the Three
Months Ended March 31, 2004, a copy of which was filed with the Securities
and Exchange Commission on June 14, 2004, and is incorporated by reference
herein. Information as to the assets and liabilities of Telewest as of the
most recent practicable date prior to the sanction of the Schemes is
contained in Telewest's report on Form 6-K which was filed with the
Securities and Exchange Commission on June 18, 2004, and is incorporated by
reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description
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2.1 Explanatory Statement relating to the Telewest
Communications plc and Telewest Finance (Jersey) Limited
Scheme of Arrangement, dated April 30, 2004 (Incorporated by
reference to Telewest Global Inc.'s Amendment No. 3 to the
Registration Statement on Form S-4 as filed with the
Securities and Exchange Commission on April 28, 2004
(Registration No. 333-110815).
2.2 Telewest Communications plc Scheme of Arrangement (included
in Exhibit 2.1).
2.3 Telewest Finance (Jersey) Limited Scheme of Arrangement
(included in Exhibit 2.1).
2.4 Order by the High Court of Justice of England and Wales,
Chancery Division, Companies Court sanctioning the Telewest
Communications plc Scheme and Telewest Finance (Jersey)
Limited Scheme of Arrangement, dated June 21, 2004.
2.5 Order by the Royal Court of Jersey (Samedi Division)
sanctioning the Telewest Finance (Jersey) Limited Scheme of
Arrangement, dated June 18, 2004.
99.1 Press release of Telewest Communications plc regarding the
sanctioning of the Telewest Communications plc and Telewest
Finance (Jersey) Limited Schemes of Arrangement, dated June
21, 2004.
99.2 Telewest Global Inc.'s Quarterly Report on Form 10-Q for the
Three Months Ended March 31, 2004 (incorporated by reference
to the Quarterly Report on Form 10-Q filed by Telewest
Global, Inc. on June 14, 2004, File No. 333-110815).
99.3 Telewest Communications plc's report on Form 6-K
(incorporated by reference to the report on Form 6-K filed
by Telewest Communications plc on June 18, 2004, File No.
000-26840).
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.
TELEWEST GLOBAL, INC.
Dated: July 6, 2004 By: /s/ Neil Smith
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Name: Neil Smith
Title: Chief Financial Officer
EXHIBIT INDEX
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Exhibit
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2.1 Explanatory Statement relating to the Telewest
Communications plc and Telewest Finance (Jersey) Limited
Scheme of Arrangement, dated April 30, 2004 (Incorporated by
reference to Telewest Global Inc.'s Amendment No. 3 to the
Registration Statement on Form S-4 as filed with the
Securities and Exchange Commission on April 28, 2004
(Registration No. 333-110815).
2.2 Telewest Communications plc Scheme of Arrangement (included
in Exhibit 2.1).
2.3 Telewest Finance (Jersey) Limited Scheme of Arrangement
(included in Exhibit 2.1).
2.4 Order by the High Court of Justice of England and Wales,
Chancery Division, Companies Court sanctioning the Telewest
Communications plc Scheme and Telewest Finance (Jersey)
Limited Scheme of Arrangement, dated June 21, 2004.
2.5 Order by the Royal Court of Jersey (Samedi Division)
sanctioning the Telewest Finance (Jersey) Limited Scheme of
Arrangement, dated June 18, 2004.
99.1 Press release of Telewest Communications plc regarding the
sanctioning of the Telewest Communications plc and Telewest
Finance (Jersey) Limited Schemes of Arrangement, dated June
21, 2004.
99.2 Telewest Global Inc.'s Quarterly Report on Form 10-Q for the
Three Months Ended March 31, 2004 (incorporated by reference
to the Quarterly Report on Form 10-Q filed by Telewest
Global, Inc. on June 14, 2004, File No. 333-110815).
99.3 Telewest Communications plc's report on Form 6-K
(incorporated by reference to the report on Form 6-K filed
by Telewest Communications plc on June 18, 2004, File No.
000-26840).