SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 8, 1999
DIAMOND CABLE COMMUNICATIONS PLC
(Exact name of Registrant as Specified in Charter)
England 33-83740 N/A
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
Diamond Plaza, Daleside Road, Nottingham NG2 3GG, England N/A
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 44-115-912-2217
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Effective March 8, 1999 (the "Closing Date"), NTL Incorporated
("NTL") and the shareholders of Diamond Cable Communications Plc (the
"Registrant") consummated a transaction (the "Share Exchange") pursuant to
a Share Exchange Agreement, dated as of June 16, 1998, as amended (the
"Share Exchange Agreement"), among NTL and such shareholders, whereby NTL
acquired all of the ordinary and deferred shares of the Registrant for an
aggregate of approximately 13 million shares of common stock, par value
$.01 per share, of NTL (the "NTL Common Stock"), and the Registrant became
a wholly owned subsidiary of NTL. Under the terms of the Share Exchange
Agreement, shareholders of the Registrant received approximately .85 shares
of NTL Common Stock in consideration for each four ordinary shares and for
each deferred share of the Registrant that they owned.
In connection with the Share Exchange, NTL entered into a
Registration Rights Agreement with each of the shareholders of the
Registrant, pursuant to which NTL is obligated to register for resale the
shares of NTL Common Stock that were issued to such shareholders as
consideration for their shares of the Registrant.
Pursuant to the Share Exchange Agreement, the shareholders of the
Registrant delivered to NTL duly executed resignation letters from all of
the directors of the Registrant and its subsidiaries with effect as of the
Closing Date.
In addition, in connection with the acquisition of the
Registrant, NTL made a "change of control offer" pursuant to the terms of
the indentures governing the Registrant's indebtedness, as more fully
discussed under Item 5 below.
A copy of the press release issued by NTL announcing the
consummation of the Share Exchange is filed as an exhibit hereto and is
incorporated herein in its entirety by reference.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On May 17, 1999, KPMG resigned as independent accountants of the
Registrant.
The reports of KPMG on the Registrant's financial statements for
the past two fiscal years did not contain an adverse opinion or a
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
In connection with the audits of the Registrant's financial
statements for each of the two fiscal years ended December 31, 1997 and
December 31, 1998, there were no disagreements with KPMG on any matters or
accounting principles or practices, financial statement disclosure, or
auditing scope and procedure, which disagreements, if not resolved to the
satisfaction of KPMG, would have caused KPMG to make reference to the
subject matter of the disagreements in connection with its report.
The Registrant has requested KPMG to furnish it with a letter
addressed to the Securities and Exchange Commission stating whether KPMG
agrees with the foregoing statements. A copy of that letter, dated May 17,
1999, is filed as an exhibit hereto and is incorporated herein in its
entirety by reference.
ITEM 5. OTHER EVENTS.
On May 4, 1999, NTL announced the expiration of the debt tender
offers by its wholly owned subsidiaries, the Registrant and Diamond
Holdings Plc ("Diamond Holdings"). Pursuant to the offers, which commenced
on April 1, 1999, the Registrant had offered to purchase for cash any and
all of its outstanding 103/4% Senior Discount Notes due 2007, 113/4% Senior
Discount Notes due 2005 and 131/4% Senior Discount Notes due 2004, and
Diamond Holdings had offered to purchase for cash any and all of its
outstanding 91/8% Senior Notes due 2008 and 10% Senior Notes due 2008. All
of the debt tender offers expired at 5:00 p.m., New York City time, on
April 30, 1999.
The Bank of New York, the depositary, has informed NTL that, as
of 5:00 p.m., New York City time, on April 30, 1999, only $100,000
principal amount of the 91/8% Senior Notes due 2008 of Diamond Holdings and
$2,000 principal amount of the 113/4% Senior Discount Notes due 2005 of the
Registrant had been validly tendered and not withdrawn. No other notes
were tendered and not withdrawn pursuant to the debt tender offers. Each
of the Registrant and Diamond Holdings has accepted and will pay for, in
accordance with the terms of the applicable offer, all of the notes validly
tendered.
A copy of the press release issued by NTL announcing the
expiration of the debt tender offers by the Registrant and Diamond Holdings
is filed as an exhibit hereto and is incorporated herein in its entirety by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
Exhibit 2.1 Share Exchange Agreement, dated as of June 16, 1998,
among NTL Incorporated and the shareholders of Diamond
Cable Communications Plc (incorporated by reference to
NTL Incorporated's Proxy Statement, dated January 29,
1999).
Exhibit 2.2 Amendment No. 1, dated as of December 21, 1998, to the
Share Exchange Agreement, dated as of June 16, 1998,
among NTL Incorporated and the shareholders of Diamond
Cable Communications Plc (incorporated by reference to
NTL Incorporated's Proxy Statement, dated January 29,
1999).
Exhibit 2.3 Form of Registration Rights Agreement by and among NTL
and the shareholders of Diamond Cable Communications
Plc (incorporated by reference to NTL Incorporated's
Proxy Statement, dated January 29, 1999).
Exhibit 16.1 Letter from KPMG, dated May 17, 1999.
Exhibit 99.1 Proxy Statement (incorporated by reference to NTL
Incorporated's Proxy Statement, dated January 29,
1999).
Exhibit 99.2 Text of press release issued by NTL Incorporated on
March 8, 1999.
Exhibit 99.3 Text of press release issued by NTL Incorporated on May
4, 1999.
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 hereunto duly authorized.
DIAMOND CABLE
COMMUNICATIONS PLC
By: /s/ Richard J. Lubasch
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Name: Richard J. Lubasch
Title: Senior Vice President -- General
Counsel and Secretary
Dated: May 20, 1999
EXHIBIT INDEX
Designation Description
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2.1 Share Exchange Agreement, dated as of June 16, 1998, among NTL
Incorporated and the shareholders of Diamond Cable
Communications Plc (incorporated by reference to NTL
Incorporated's Proxy Statement, dated January 29, 1999).
2.2 Amendment No. 1, dated as of December 21, 1998, to the Share
Exchange Agreement, dated as of June 16, 1998, among NTL
Incorporated and the shareholders of Diamond Cable
Communications Plc (incorporated by reference to NTL
Incorporated's Proxy Statement, dated January 29, 1999).
2.3 Form of Registration Rights Agreement by and among NTL and the
shareholders of Diamond Cable Communications Plc (incorporated
by reference to NTL Incorporated's Proxy Statement, dated
January 29, 1999).
16.1 Letter from KPMG, dated May 17, 1999.
99.1 Proxy Statement (incorporated by reference to NTL Incorporated's
Proxy Statement, dated January 29, 1999).
99.2 Text of press release issued by NTL Incorporated on March 8,
1999.
99.3 Text of press release issued by NTL Incorporated on May 4, 1999.