SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): February 5, 1998
COMCAST UK CABLE PARTNERS LIMITED
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(Exact name of registrant as specified in its charter)
Bermuda 0-24792 Not applicable
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(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification No.)
Incorporation)
Clarendon House, 2 Church Street West
Hamilton, HM 11, Bermuda
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (441) 295-5950
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ITEM 5. Other Events.
On February 5, 1998, Comcast UK Cable Partners Limited ("Comcast UK")
announced that it had entered into an Agreement and Plan of Amalgamation (the
"Amalgamation Agreement") with NTL Incorporated, a Delaware corporation ("NTL"),
and NTL (Bermuda) Limited, a Bermuda corporation and a wholly-owned subsidiary
of NTL ("Merger Subsidiary"). As a result of the transaction, Comcast UK will
become a wholly-owned subsidiary of NTL.
Except in the circumstances described below, shareholders of Comcast UK
will receive 0.3745 shares of NTL common stock for each one share of Comcast UK
Class A or Class B common stock. If the average closing price of the NTL common
stock for a specified period of time (the "Average Price") prior to the Comcast
UK shareholders meeting is less than $26.70, then Comcast UK will have the
option to terminate the transaction, subject to the right of NTL to adjust the
exchange ratio such that one Comcast UK share will be exchanged for a number of
shares of NTL common stock equal to $10. 00 (based on the Average Price).
Among the assets of Comcast UK are ownership interests in Cable London
plc
("London") and Birmingham Cable Corporation Limited ("Birmingham"). Pursuant to
existing arrangements between Comcast UK and Telewest Communications plc
("Telewest"), a co-owner of interests in London and Birmingham, Telewest has
certain rights ("Rights") to acquire either or both of Comcast UK's interests in
these systems as a result of the transaction with NTL. However, as described in
the following paragraphs, the consummation of the transaction is not dependent
on the resolution of the Rights.
If the Rights have been exercised by the closing of the transaction,
Comcast UK shareholders may receive (at the option of NTL), in lieu of a portion
of the consideration allocable to the interest subject to the exercised Right,
the per share proceeds from the sale of the interest to Telewest (net of taxes
on gain on sale), payable in cash or shares of NTL common stock valued at the
greater of $30.00 per share or the Average Price at closing (the "Exercise
Consideration"). Similarly, if at closing either of the Rights have not been
exercised, Comcast UK shareholders may receive (at the option of NTL), shares of
a new class of NTL preferred stock equal to a portion of the consideration
allocable to the interest subject to the unexercised Right. Of the consideration
to be received by the Comcast UK shareholders, the parties have allocated 31% to
Comcast UK's interest in London and 17% to Comcast UK's interest in Birmingham.
Any shares of NTL preferred stock would have the same voting and dividend
rights as shares of the NTL common stock, would be subject to redemption as
described below, and would be expected to be listed for trading on NASDAQ. If
following closing the Rights are exercised, the preferred stock will be redeemed
for the Exercise Consideration (based on the Average Price at the time of
exercise). If the Rights are resolved without being exercised, the NTL preferred
stock will be redeemed for NTL common stock on a one-for-one basis.
Closing of the transaction is subject to the receipt of required Bermuda
and UK regulatory approvals, the approval of the Comcast UK and NTL
shareholders, the consent of the Comcast UK and NTL bondholders and the consent
of the NTL bank lenders. Comcast Corporation, the sole holder of the
multiple-voting Class B common stock of Comcast UK, has agreed to vote for the
transaction, assuring its approval by the Comcast UK shareholders.
Comcast UK holds ownership interests in four integrated cable television,
residential telephony and business telephony systems in the United Kingdom.
Comcast UK's equity interests in the respective systems are as follows: a 100%
interest in Cambridge Cable, a 100% interest in the Teesside franchises, a 27.5%
interest in Birmingham, and a 50% interest in London.
On February 5, 1998, Comcast UK issued a press release (the "Press
Release") announcing the Amalgamation Agreement with NTL. Attached hereto as
Exhibits 2.1 and 99.1, respectively, are copies of the Amalgamation Agreement
and the Press Release. The foregoing descriptions are qualified in their
entirety by reference to the full text of such exhibits.
ITEM 7(c). Exhibits.
Exhibit No. Description
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2.1 Agreement and Plan of Amalgamation dated as of February 4,
1998 among NTL Incorporated, NTL (Bermuda) Limited and
Comcast UK Cable Partners Limited.
99.1 Press Release dated February 5, 1998 from Comcast UK
Cable Partners Limited.
SIGNATURE
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.
COMCAST UK CABLE PARTNERS LIMITED
Dated: February 10, 1998 By: /s/ Arthur R. Block
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Arthur R. Block
Vice President and
Senior Deputy General Counsel
INDEX TO EXHIBITS
Exhibit No. Description
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2.1 Agreement and Plan of Amalgamation dated as of February 4,
1998 among NTL Incorporated, NTL (Bermuda) Limited and
Comcast UK Cable Partners Limited.
99.1 Press Release dated February 5, 1998 from Comcast UK Cable
Partners Limited.