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): May 28, 1998 COMCAST UK CABLE PARTNERS LIMITED -------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Bermuda 0-24792 Not applicable - ----------- --------------- ------------------- (State or Other(Commission File (IRS Employer Jurisdiction ofNumber) Identification No.) Incorporation) Clarendon House, 2 Church Street West Hamilton, HM 11, Bermuda ------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (441) 295-5950 -------------- ITEM 5. Other Events. On May 28, 1998, Comcast UK Cable Partners Limited ("Comcast UK"), a Bermuda company, NTL Incorporated, a Delaware corporation ("NTL") and NTL (Bermuda) Limited, a Bermuda corporation and a wholly owned subsidiary of NTL, entered into Amendment No. 1 (the "Amendment") to the Agreement and Plan of Amalgamation dated as of February 4, 1998 (the "Amalgamation Agreement") pursuant to which, on the terms and conditions set forth in the Amalgamation Agreement, Comcast UK will become a wholly owned subsidiary of NTL. Pursuant to the Amendment, the "End Date," defined in the Amalgamation Agreement as the date by which either NTL or Comcast UK may terminate the Amalgamation Agreement if the transaction has not yet been closed, has been extended from August 4, 1998 until October 5, 1998. The Amendment is attached hereto as Exhibit 2.1. The foregoing descriptions are qualified in their entirety by reference to the full text of such exhibit. Closing of the transaction is subject to, among other things, the receipt of required Bermuda and United Kingdom regulatory approvals, the approval of Comcast UK and NTL shareholders, the consent of Comcast UK and NTL bondholders, the consent of certain NTL bank lenders and other customary closing matters. Comcast Corporation, through its wholly owned subsidiary, Comcast U.K. Holdings, Inc., is the sole holder of the multiple-voting Class B Common Shares of Comcast UK and 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 Holding Company Limited; a 100% interest in two companies holding the franchises for Darlington and Teesside, England; a 27.5% interest in Birmingham Cable Corporation Limited; and a 50% interest in Cable London plc. ITEM 7(c). Exhibits. Exhibit No. Description - --------------- --------------------------------------------------------- 2.1 Amendment No. 1 dated May 28, 1998 to Agreement and Plan of Amalgamation dated as of February 4, 1998 among NTL Incorporated, NTL (Bermuda) Limited and 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: June 4, 1998 By:/s/ Arthur R. Block --------------------------------- Arthur R. Block Vice President and Senior Deputy General Counsel INDEX TO EXHIBITS Exhibit No. Description - --------------- ---------------------------------------------------------- 2.1 Amendment No. 1 dated May 28, 1998 to Agreement and Plan of Amalgamation dated as of February 4, 1998 among NTL Incorporated, NTL (Bermuda) Limited and Comcast UK Cable Partners Limited.