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) June 16, 1998
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Diamond Cable Communications Plc
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(Exact name of Registrant as Specified in Charter)
England 33-83740 N/A
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(State or Other Jurisdiction (Commission (I.R.S. 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)
44-115-912-2217
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(Registrant's telephone number, including area code)
(N/A)
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
ITEM 5. OTHER EVENTS.
On June 16, 1998, Diamond Cable Communications Plc issued to the public
a press release announcing the signing of a share exchange agreement by
its shareholders with NTL Incorporated.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Exhibit Number Description
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99 Press Release
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
Not applicable.
-2-
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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
(Registrant)
By /S/ROBERT GOAD
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Robert Goad
Chief Executive Officer
Dated: June 16, 1998
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INDEX TO EXHIBITS
Sequentially
Exhibit Number Numbered Page
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(99) Additional Exhibits (Press Release)
DIAMOND CABLE -- NEWS RELEASE
DIAMOND CABLE ANNOUNCES
SHARE EXCHANGE WITH NTL INCORPORATED
Diamond Cable Communications Plc, which owns and operates a
telecommunications and cable television business focused on the East Midlands
area of England, today announced that all of the holders of its outstanding
ordinary shares of 2.5p each have agreed to exchange all outstanding shares in
Diamond for newly issued shares of Common Stock of NTL Incorporated, an
alternative telecommunications company in the UK, the common stock of which is
quoted on NASDAQ (NTLi).
Under the Share Exchange Agreement, Diamond shareholders will receive four
shares of NTL common stock for each Diamond Ordinary Share held subject to
adjustment in the event that the average NTL share price for a predetermined
period before closing of the transaction exceeds a specified price (which will
be $52 per share until October 16, 1998).
The proposed share exchange is subject to a number of conditions,
including the receipt of required regulatory approvals and, if necessary,
approval by NTL shareholders and the consent of holders of NTL's outstanding
debt. The transaction will not require the prior approval of the holders of
Diamond's outstanding debt securities, but will require that offers to
repurchase such debt securities be made to holders of such securities subsequent
to closing. The parties expect the transaction to be completed in autumn of this
year.
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NOTES FOR EDITORS
Diamond operates a telecommunications and cable television business focused on
the East Midlands area of England. Diamond is currently constructing a broadband
fibre optic network to serve its 15 contiguous franchise areas comprising
approximately 1.2 million homes and an estimated 60,600 businesses. As of March
31, 1998, Diamond's cable television and telecommunications network had passed
by civils construction approximately 574,600 homes and an estimated 27,800
businesses, of which portions of the network passing approximately 550,900 homes
and an estimated 26,300 businesses had been activated. As of that date, Diamond
also had approximately 177,600 residential telephone lines, 90,500 cable
television subscribers and 29,600 business telephone lines.
Enquiries: Bob Goad (+1-317) 844 1323 (ext. 222) or
Nicholas Millard (+44115) 912 2217
End of Press Release
