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): May 28, 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 ofNumber) 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 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
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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
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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 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.