DIAMOND CABLE COMMUNICATIONS PLC
8-K, 1998-01-13
CABLE & OTHER PAY TELEVISION SERVICES
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                       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) January 13, 1998




                        Diamond Cable Communications Plc
- --------------------------------------------------------------------------------
               (Exact name of Registrant as Specified in Charter)


           England                 33-83740                      N/A
- --------------------------------------------------------------------------------
(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)
- --------------------------------------------------------------------------------
(Address of principal executive offices)                      (Zip code)

                                 44-115-912-2217
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

                                      (N/A)
- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)




<PAGE>



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 January 13, 1998, Diamond Cable Communications Plc issued to the
         public a press release announcing fourth quarter results and other
         developments.


ITEM 6.  RESIGNATIONS OF REGISTRANT'S DIRECTORS.

         Not applicable.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         Not applicable.


ITEM 8.  CHANGE IN FISCAL YEAR.

         Not applicable.










                                       -2-

<PAGE>



                                   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/Nicholas Millard
                                              ---------------------------------
                                              Nicholas Millard
                                              Chief Financial Officer


Dated: January 13, 1998





















                                       -3-


<PAGE>



                                INDEX TO EXHIBITS


                                                                   Sequentially
Exhibit Number                                                     Numbered Page
- --------------                                                     -------------

1.1                Press Release Announcing Fourth Quarter 
                   Results and Other Developments                       5
                   



                                       -4-


<PAGE>


                                                                     Exhibit 1.1

[DIAMOND CABLE 
COMMUNICATIONS 
     LOGO]




                          DIAMOND CABLE -- NEWS RELEASE

                             DIAMOND CABLE ANNOUNCES
                       1997 PRELIMINARY OPERATING RESULTS

      Diamond   Cable   Communications   Plc,   which   owns  and   operates   a
telecommunications  and cable  television  business focused on the East Midlands
area of England,  today  announced  preliminary  operating  results for the year
ended December 31, 1997.  During 1997,  while the Company  continued to focus on
designing  and  building  its cable  network,  it also took steps to improve its
marketing and sales organization and achieved positive earnings before interest,
taxes,  depreciation  and  amortization,  foreign  exchange gains and losses and
realized and  unrealized  gains and losses on derivative  financial  instruments
("EBITDA") for the year. Homes passed by civils construction and homes activated
increased by approximately 5% and 11%,  respectively,  in the fourth quarter, to
533,800  and  502,500,  respectively,  at  December  31,  1997.  Homes  marketed
increased by approximately  50,000 (14%) in the fourth quarter, to approximately
405,800.

      The Company also reported  increases in all categories of customers in the
period.  Cable  television  subscribers  increased  to  approximately  83,750 at
December 31, 1997 from 71,435 at September 30, 1997. Residential telephone lines
connected also increased to approximately  156,200 at year end 1997 from 136,925
at September 30, 1997, and business lines connected  increased to  approximately
27,120 at December 31, 1997 from 25,405 at September  30, 1997.  At December 31,
1997,  penetration of homes marketed for basic cable television  subscribers and
residential telephone lines were 20.6% and 38.5%, respectively.

      When the  Company  completes  its  financial  reporting  for the year just
ended,  it expects to report EBITDA of  approximately  (pound)4  million for the
fourth quarter of 1997 and over (pound)11 million for the full year.

      Certain of the  Company's  subsidiaries  are parties to an amended  senior
bank  lending  facility  (the  "Senior  Bank  Facility"),  which  provided for a
borrowing  facility  of up to  (pound)175  million.  The  Company is planning to
issue,  through a subsidiary,  approximately  (pound)160  million in senior debt
that will replace,  in large part, the  anticipated  borrowing  under the Senior
Bank Facility, and, in the event the proposed issue is completed, the Group will
terminate the Senior Bank Facility.

      In  connection  with the  acceleration  of the  receipt  of funds from the
proposed issue, the Group has reviewed its capital  expenditure  estimates.  The
Group currently estimates that the additional


                                       -5-


<PAGE>


capital  expenditures from September 30, 1997 required for the Group to complete
construction  sufficient  to satisfy  its  aggregate  milestone  obligations  of
approximately  1.02 million  premises will be approximately  (pound)470  million
(including estimated subscriber connection  expenses),  although further capital
expenditures would be required to complete the network. These expenditures could
vary  significantly  depending on a number of factors,  including  the number of
customers actually connected to the network and the availability of construction
resources.

      At December 31, 1997,  the Group had  constructed  and activated a network
comprising  approximately 52% of its aggregate  milestones.  The Group estimates
that the net proceeds from the proposed debt issue (if completed), existing cash
resources and future cash flows from  operations  will be sufficient to complete
the  construction  and  activation of its network to almost 80% of its aggregate
final  milestones,  which level the Group  estimates it will achieve  during the
fourth quarter of 1999. Thereafter, the Group will be required to obtain further
debt and/or equity financing to complete construction  sufficient to satisfy its
aggregate milestones.

      The Company expects to announce the remainder of its operating  results at
the  time it  files  its  annual  report  with the US  Securities  and  Exchange
Commission, expected to be on or before March 31, 1998.


Enquiries:  Bob Goad (+1-317) 844 1323,  Nicholas  Millard  (+44115) 912 2217 or
Rebecca Walsh (+44115) 912 2536

                              End of Press Release


                                       -6-




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