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
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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.
<TABLE>
<S> <C>
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.
</TABLE>
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
<TABLE>
<S> <C>
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.
</TABLE>
Exhibit 2.1
AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF AMALGAMATION
Amendment No. 1 dated as of May 28, 1998 (the "Amendment") to
the Agreement and Plan of Amalgamation dated as of February 4, 1998 (the
"Amalgamation Agreement") among NTL Incorporated ("NTL"), NTL (Bermuda)
Limited ("Sub") and Comcast UK Cable Partners Limited ("Partners").
W I T N E S S E T H:
WHEREAS, on February 4, 1998, the parties hereto entered into
the Amalgamation Agreement; and
WHEREAS, the parties hereto now desire to amend certain
provisions of the Amalgamation Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Section 7.1(b)(i) of the Amalgamation Agreement is hereby
amended in its entirety to read as follows:
(i) if the Amalgamation shall not have been consummated
by October 5, 1998 (the "End Date"), provided, however, that (x)
if there shall occur at any time subsequent to August 4, 1998 and
prior to October 5, 1998 any Restraint prohibiting, delaying or
restricting the Partners Stockholders Meeting, the voting of
shares by Comcast Corporation in favor of the Amalgamation or the
consummation of the Amalgamation, the End Date shall be extended
to December 4, 1998, (y) if, as of October 5, 1998, the Required
Consents of the bondholders of Partners shall not have been
obtained, the End Date shall be extended to December 4, 1998, and
(z) the right to terminate this Agreement pursuant to this Section
7.1(b)(i) shall not be available to any party whose failure to
perform any of its obligations under this Agreement results in the
failure of the Amalgamation to be consummated by such time;
provided, however, that this Agreement may be extended not more
than 30 days (but in no event to a date later than November 4,
1998) by either party by written notice to the other party if the
Amalgamation shall not have been consummated as a direct result of
NTL or Partners having failed to receive all regulatory approvals
required to be obtained with respect to the Amalgamation.
2. Unless otherwise specifically defined herein, each term used
herein which is defined in the Amalgamation Agreement shall have the meaning
assigned to such term in the Amalgamation Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each similar reference contained in
the Amalgamation Agreement shall from and after the date hereof refer to the
Amalgamation Agreement as amended hereby.
3. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware without giving effect to the
principles of conflict of laws thereof.
4. This Amendment may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument. This Amendment shall become
effective as of the date hereof.
5. Except as amended hereby, all of the terms of the Amalgamation
Agreement shall remain and continue in full force and effect and are hereby
confirmed in all respects.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized officers as of
the day and year first above written.
NTL INCORPORATED
By: /s/ John Gregg
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Name: John Gregg
Title: Managing Director,
Corporate Development
NTL (BERMUDA) LIMITED
By: /s/ Richard J. Lubasch
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Name: Richard J. Lubasch
Title: Vice President
COMCAST UK CABLE PARTNERS LIMITED
By: /s/ Ken Mikalauskas
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Name: Ken Mikalauskas
Title: Vice President, Finance
