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): August 14, 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
ITEM 5. Other Events.
On August 14, 1998, Comcast UK Cable Partners Limited ("Comcast UK")
entered into an agreement (the "Telewest Agreement") with Telewest
Communications plc ("Telewest") and NTL Incorporated ("NTL") relating to
Comcast UK's ownership interests in Birmingham Cable Corporation Limited
("Birmingham Cable"), Comcast UK's and Telewest's respective ownership
interests in Cable London plc ("Cable London") and certain other related
matters.
Pursuant to the Telewest Agreement, Comcast UK has agreed to sell its
27.5% ownership interest in Birmingham Cable to Telewest for UK Pound
Sterling125 million, plus UK Pound Sterling5 million for certain subordinated
debt and fees owed to Comcast UK, and Comcast UK and Telewest have resolved
their differences regarding the operations of the terms of the Co-Ownership
Agreement between them as principal shareholders of Birmingham Cable and the
Articles of Association of Birmingham Cable. Comcast UK and Telewest have
also agreed within a certain time period to rationalize their joint ownership
of Cable London pursuant to an agreed procedure. Generally between six and
nine months after the Amalgamation (as defined below), Comcast UK (or NTL
following the Amalgamation) will notify Telewest of the price at which it is
willing to sell its 50% ownership interest in Cable London to Telewest.
Following such notification, Telewest at its option will be required at that
price to either purchase Comcast UK's 50% ownership interest in Cable London
or sell its 50% ownership interest in Cable London to Comcast UK (or NTL).
The arrangements with Telewest are not dependent upon the consummation
of Comcast UK's amalgamation (the "Amalgamation") with a wholly-owned
subsidiary of NTL. As a result of the Telewest Agreement, the status of
Comcast UK's ownership interest in Cable London has been resolved for purposes
of the Amalgamation and, assuming consummation of the sale of Comcast UK's
ownership interest in Birmingham Cable to Telewest immediately prior to the
Amalgamation, Comcast UK shareholders will receive in the Amalgamation 0.3745
shares of NTL common stock for each Comcast UK share.
In connection with the Telewest Agreement, Comcast UK, NTL and NTL
(Bermuda) Limited have entered into Amendment No. 2 (the "Amendment") to the
Agreement and Plan of Amalgamation dated as of February 4, 1998, extending the
termination date for the Amalgamation from October 5, 1998 to November 4, 1998.
On August 17, 1998, Comcast UK and NTL issued a press release (the
"Press Release") announcing the Telewest Agreement and the Amendment.
Attached hereto as Exhibits 2.1, 2.2 and 99.1, respectively, are copies of the
Telewest Agreement, the Amendment 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 dated August 14, 1998 among Telewest
Communications plc, Telewest Communications Holdings
Limited, Comcast UK Cable Partners Limited and NTL
Incorporated.
2.2 Amendment No. 2 dated August 14, 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.
99.1 Press Release dated August 17, 1998 from Comcast UK
Cable Partners Limited and NTL Incorporated.
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: August 19, 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 dated August 14, 1998 among Telewest
Communications plc, Telewest Communications Holdings
Limited, Comcast UK Cable Partners Limited and NTL
Incorporated.
2.2 Amendment No. 2 dated August 14, 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.
99.1 Press Release dated August 17, 1998 from Comcast UK Cable
Partners Limited and NTL Incorporated.