SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)(*)
Comcast UK Cable Partners Limited
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(Name of Issuer)
Class A Common Shares
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(Title of Class of Securities)
G22984101
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(CUSIP Number)
October 29, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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(*) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. G22984101 13G Page 2 of 6 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
COMCAST U.K. HOLDINGS, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
DE
5. SOLE VOTING POWER
NONE.
NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY NONE.
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH NONE.
8. SHARED DISPOSITIVE POWER
NONE.
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE.
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
NONE.
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1(a). Name of Issuer:
Comcast UK Cable Partners Limited (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
Clarendon House, 2 Church Street West, Hamilton, HM11, Bermuda.
Item 2(a), (b) and (c). Name of Person Filing; Address of Principal Business
Office; Citizenship:
This statement is being filed by Comcast U.K. Holdings, Inc., a
Delaware corporation ("UK Holdings"). UK Holdings is a direct wholly owned
subsidiary of Comcast International Holdings, Inc., a Delaware corporation
("CIH"). CIH is a direct wholly owned subsidiary of Comcast Corporation, a
Pennsylvania corporation ("Comcast"). As of September 30, 1998, Sural
Corporation, a Delaware corporation ("Sural"), is the owner of 795,038 shares
of Comcast's Class A Common Stock and is the sole owner of Comcast's Class B
Common Stock outstanding. Mr. Brian L. Roberts, President and a director of
Comcast has sole voting power over stock representing a majority of voting
power of all Sural stock. Pursuant to Rule 13d-3 of the Securities Exchange
Act of 1934 (the "Exchange Act"), Mr. Roberts is deemed to be the beneficial
owner of Comcast's Class A Common Stock owned by Sural. Mr. Robert's beneficial
ownership also includes 2,705 shares of Comcast's Class A Common Stock owned
directly and 1,356 shares of Comcast's Class A Common Stock owned by his wife,
as to which shares he disclaims beneficial ownership. Furthermore, pursuant to
Rule 13d-3 of the Exchange Act, Mr. Roberts is deemed to be the beneficial
owner of Comcast's Class B Common Stock owned by Sural. Since each share of
Comcast's Class B Common Stock is entitled to fifteen votes, the shares of
Comcast's Class A Common Stock and Comcast's Class B Common Stock owned by
Sural constitute approximately 81% of the voting power of the two classes of
Comcast's voting common stock combined as of September 30, 1998. Comcast's
Class B Common Stock is convertible on a share-for-share basis into Comcast's
Class A Common Stock or Comcast's Class A Special Common Stock. If Sural were
to convert Comcast's Class B Common Stock that it beneficially owns into
Comcast's Class A Common Stock, Mr. Roberts would beneficially own 9,585,349
shares of Comcast's Class A Common Stock (approximately 23.6% of Comcast's
Class A Common Stock).
The principal business address of Comcast and Brian L. Roberts
is 1500 Market Street, Philadelphia, Pennsylvania 19102-2148. The principal
business address of each of UK Holdings, CIH and Sural is 1105 N. Market
Street, Wilmington, Delaware 19801.
Item 2(d). Title of Class of Securities:
The class of securities to which this statement relates is the
Class A Common Shares of the Company.
Item 2(e). CUSIP Number:
G22984101
Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act;
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act;
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the
Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check
this box. [ ]
Item 4. Ownership.
(a) Amount Beneficially Owned.
On February 4, 1998, the Company entered into an
Agreement and Plan of Amalgamation (as amended, the
"Amalgamation Agreement") with NTL Incorporated ("NTL") and
a wholly owned subsidiary of NTL, which provides that the
Company become a wholly owned subsidiary of NTL (the
"Amalgamation"). Pursuant to the Amalgamation, which was
completed on October 29, 1998, each Class A Common Share of
the Company was canceled in consideration for the receipt of
.3745 shares of Common Stock of NTL. As of the date hereof,
U.K. Holdings beneficially owns no Class A Common Shares of
the Company.
(b) Percent of Class.
None.
(c) Deemed Voting Power and Disposition Power:
Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote........ None.
(ii) Shared power to vote or to direct the vote...... None.
(iii) Sole power to dispose or to direct the
disposition of.................................. None.
(iv) Shared power to dispose or to direct the
disposition of.................................. None.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following. [X]
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Inapplicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Inapplicable.
Item 8. Identification and Classification of Members of the Group.
Inapplicable.
Item 9. Notice of Dissolution of Group.
Inapplicable.
Item 10. Certifications.
Inapplicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: November 3, 1998 COMCAST UK CABLE PARTNERS LIMITED
By: /s/ Arthur R. Block
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Name: Arthur R. Block
Title: Vice President and Senior
Deputy General Counsel
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the
statement is signed on behalf of a person by his authorized representative
(other than an executive officer or general partner of the filing person),
evidence of the representative's authority to sign on behalf of such person
shall be filed with the statement, provided, however, that a power of attorney
for this purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
Attention. Intentional misstatements or omissions of fact
constitute federal criminal violations (see 18 U.S.C. 1001).
