Filed pursuant to Rule 424(b)(3)
Registration Statement No. 33-83740
Registration Statement No. 33-98374
PROSPECTUS SUPPLEMENT NO. 3 TO PROSPECTUS DATED JUNE 23, 1997
DIAMOND CABLE COMMUNICATIONS PLC
13 1/4% SENIOR DISCOUNT NOTES DUE SEPTEMBER 30, 2004
11 3/4% SENIOR DISCOUNT NOTES DUE DECEMBER 15, 2005
------------------------
Interest will not accrue on the 13 1/4% Senior Discount Notes due
September 30, 2004 (the "1994 Senior Notes") prior to September 30, 1999.
Interest on the 1994 Senior Notes will be payable on March 31 and September 30
of each year, commencing March 31, 2000, at a rate of 13 1/4% per annum. See
"Description of 1994 Senior Notes". The 1994 Senior Notes are redeemable, in
whole or in part, at the option of the Company at any time on or after September
30, 1999, at the redemption prices set forth herein plus accrued interest to the
date of redemption. The 1994 Senior Notes are also redeemable in whole, but not
in part, at the option of the Company at any time at 100% of the principal
amount plus accrued interest to the date of redemption (or, prior to September
30, 1999, at 100% of Accreted Value) in the event of certain tax law changes
requiring the payment of additional amounts as described herein. The Company is
required to offer to repurchase all outstanding 1994 Senior Notes at 101% of
principal amount plus accrued interest to the date of repurchase (or, prior to
September 30, 1999, at 101% of Accreted Value on the date of repurchase) after
the occurrence of a Change of Control. In addition, upon the occurrence of an
Asset Disposition, the Company may be obligated to make an Offer to Purchase all
or a portion of the outstanding 1994 Senior Notes at 100% of the principal
amount plus accrued interest to the date of repurchase (or, prior to December
15, 2000, at 100% of Accreted Value on the date of repurchase). See "Description
of the 1994 Senior Notes -- Redemption". There can be no assurance that the
Company will have the financial resources necessary or otherwise be able to
repurchase the 1994 Senior Notes under such circumstances.
Interest will not accrue on the 11 3/4% Senior Discount Notes due
December 15, 2005 (the "1995 Senior Notes") prior to December 15, 2000. Interest
on the 1995 Senior Notes will be payable on June 15 and December 15 of each
year, commencing June 15, 2001 at a rate of 11 3/4% per annum. See "Description
of the 1995 Senior Notes". The 1995 Senior Notes are redeemable, in whole or in
part, at the option of the Company at any time on or after December 15, 2000, at
the redemption prices set forth herein plus accrued interest to the date of
redemption. The 1995 Senior Notes are also redeemable in whole, but not in part,
at the option of the Company at any time at 100% of the principal amount plus
accrued interest to the date of redemption (or, prior to December 15, 2000, at
100% of Accreted Value) in the event of certain tax law changes requiring the
payment of additional amounts as described herein. Upon the occurrence of a
Change of Control the Company is required to offer to repurchase all outstanding
1995 Senior Notes at 101% of principal amount plus accrued interest to the date
of repurchase (or, prior to December 15, 2000, at 101% of Accreted Value on the
date of repurchase) after the occurrence of a Change of Control. In addition,
upon the occurrence of an Asset Disposition, the Company may be obligated to
make an Offer to Purchase all or a portion of the outstanding 1995 Senior Notes
at 100% of the principal amount plus accrued interest to the date of repurchase
(or, prior to December 15, 2000, at 100% of Accreted Value on the date of
repurchase). See "Description of the 1995 Senior Notes -- Redemption". There can
be no assurance that the Company will have the financial resources necessary or
otherwise be able to repurchase the 1995 Senior Notes under such circumstances.
The Senior Notes constitute unsecured senior indebtedness of the
Company. 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 borrowing is completed, the Group
will terminate the Senior Bank Facility. For a description of certain factors
that may affect the foregoing "forward-looking" statements, see "Risk Factors --
Requirement for Additional Funds; Senior Bank Facility" in the accompanying
Prospectus. The Company is a holding company which conducts substantially all of
its business through subsidiaries, all of which are wholly-owned. The Senior
Notes effectively rank junior to any indebtedness of the Company's subsidiaries
to the extent of the assets of such subsidiaries and to any secured indebtedness
of the Company to the extent of the assets securing such indebtedness. At
September 30, 1997, the Group had approximately (pound)540 million of
indebtedness outstanding, including approximately (pound)137 million and
(pound)229 million in accreted value of the 1994 Notes and the 1995 Notes,
respectively, and approximately (pound)165 million in accreted value of the
Senior Notes. The Company has not issued, and does not have any current plans to
issue, any significant indebtedness that will be subordinated to the Senior
Notes. The Senior Notes rank pari passu with the 1994 Notes and the 1995 Notes.
On February 27, 1997, the Company issued $420,500,000 in principal amount at
maturity of its 10 3/4% Senior Discount Notes due February 15, 2007 (the "1997
Notes") at an issue price of $594.48 per $1,000 principal amount at maturity.
Cash interest is not payable on the 1997 Notes prior to August 15, 2002.
Thereafter, cash interest on the 1997 Notes is payable at a rate of 10 3/4% per
annum. At September 30, 1997, the Company had approximately (pound)540 million
of indebtedness outstanding, including approximately (pound)137 million and
(pound)229 million in accreted value of 1994 Senior Notes and the 1995 Senior
Notes, respectively, and approximately (pound)165 million in accreted value of
the 1997 Notes. The Company has not issued, and does not have any current plans
to issue, any significant indebtedness that will be subordinated to the Senior
Notes. The Company is a holding company which conducts substantially all of its
business through subsidiaries, all of which are wholly-owned. The Senior Notes
effectively rank junior to any indebtedness of the Company's subsidiaries to the
extent of the assets of such subsidiaries and to any secured indebtedness of the
Company to the extent of the assets securing such indebtedness. The 1997 Notes
rank pari passu with the 1994 and the 1995 Senior Notes.
________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
This Prospectus Supplement, together with the Prospectus dated June 23,
1997, is to be used by Goldman, Sachs & Co. in connection with offers and sales
of the Senior Notes related to market-making transactions at negotiated prices
related to prevailing market prices at the time of sale. The Company will not
receive any of the proceeds of such transactions. Goldman, Sachs & Co. may act
as a principal or agent in such transactions. See "Plan of Distribution" in the
Prospectus.
GOLDMAN, SACHS & CO.
------------------------
The date of this Prospectus Supplement is January 13, 1998.
<PAGE>
GENERAL
This Prospectus Supplement should be read in conjunction with the
Prospectus dated June 23, 1997 (the "Prospectus"). The Prospectus has been used
by Goldman, Sachs & Co. in connection with offers and sales related to
market-making transactions in the Senior Notes. This Prospectus Supplement,
together with the Prospectus, is to be used by Goldman, Sachs & Co. in
connection with such transactions and unsolicited purchases and sales.
Capitalized terms used in this Prospectus Supplement and not otherwise
defined have the same meanings as in the Prospectus.
RECENT DEVELOPMENTS
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 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.
For a description of certain factors that may affect the foregoing
"forward-looking" statements, see "Risk Factors -- Requirement for Additional
Funds; Senior Bank Facility" in the accompanying Prospectus.
-2-
