8-K 1 y92124e8vk.txt NTL EUROPE, INC. UNITED STATES 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): NOVEMBER 12, 2003 NTL EUROPE, INC. --------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter)

37 PURCHASE STREET, RYE, NEW YORK 10580 --------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (914) 921-1800 N/A -------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On November 12, 2003, Cablecom GmbH, NTL Euope, Inc.'s largest subsidiary, completed a restructuring of its debt and equity which, among other things, reduced the amount of bank debt outstanding, extended the maturity date thereof and resolved the Swiss overindebtedness issue. As a result of that restructuring, first, NTL Europe's equity stake in Cablecom was reduced to a small minority position and, second, effective as of the close of business on November 19, 2003, that remaining equity stake was acquired by certain participants in the restructuring for an aggregate of $15 million. As a result, NTL Europe has no further ownership interest in Cablecom and Cablecom will be treated as a discontinued operation beginning in the fourth quarter of 2003. The accompanying pro forma consolidated balance sheet of NTL Europe as of September 30, 2003 assumes that the restructuring of Cablecom's debt and equity and the related disposition of NTL Europe's remaining minority equity interest in Cablecom occurred on September 30, 2003. The accompanying pro forma consolidated statements of operations for the nine months ended September 30, 2003 and for the year ended December 31, 2002 assume that the restructuring of Cablecom's debt and equity and the related disposition of NTL Europe's remaining minority equity interest in Cablecom occurred on the first day of each period presented. The pro forma statements of operations exclude the effects of a non-recurring, non-cash gain of approximately $1.4 billion resulting from the restructuring of Cablecom's debt and equity, as well as, approximately $13.4 million of gain on the disposition of NTL Europe's restructured minority equity interest in Cablecom occurring as part of the restructuring. The pro forma statement of operations for the nine months ended September 30, 2003 also excludes the impact of NTL Europe's emergence from bankruptcy on January 10, 2003 and application of Fresh Start accounting effective January 1, 2003, which has been reported as a single day of predecessor entity activity in NTL Europe's 2003 quarterly reports filed with the Securities and Exchange Commission. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Not Applicable (b) Unaudited Pro Forma Consolidated Balance Sheet of the Company as of September 30, 2003, and Unaudited Pro Forma Consolidated Statements of Operations for the year ended December 31, 2002 and the nine months ended September 30, 2003. (c) Not Applicable ITEM 7 (B) NTL EUROPE, INC. PRO FORMA FINANCIAL STATEMENTS MANDATORY FORM 8-K

NTL EUROPE, INC. PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET SEPTEMBER 30, 2003

A NTL EUROPE, INC. PRO FORMA CONSOLIDATED INCOME STATEMENT FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003

B NTL EUROPE, INC. PRO FORMA CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED DECEMBER 31, 2002

C NTL EUROPE, INC. PRO FORMA FINANCIAL STATEMENTS NO. DESCRIPTION 1 On November 12, 2003, Cablecom completed a restructuring of its debt and equity, which reduced the Company's ownership position in Cablecom to a minority position which will result in the treatment of Cablecom as a discontinued operation in the fourth quarter of 2003. As a result of that restructuring, first, the Company's equity stake in Cablecom was reduced to a small minority position and, second, effective as of the close of business on November 19, 2003, the Company's remaining interest in Cablecom was acquired by certain participants in the restructuring for $15 million, less expenses of $1.6 million. The Company expects to report a gain of approximately $13.4 million on the acquisition of its remaining interest in Cablecom, in the fourth quarter of 2003. 2 The pro forma consolidated statement of operations for the nine months ended September 30, 2003 reflects the treatment of Cablecom as a discontinued operation for the period presented. All Cablecom related revenues and expenses have been reversed from the historical amounts reported for the nine months ended September 30, 2003. The pro forma consolidated statement of operations excludes a non-recurring, non-cash gain of approximately $1.4 billion resulting from the restructuring of Cablecom's debt and equity, as well as, approximately $13.4 million of gain on the acquisition of the Company's remaining equity interest in Cablecom occurring as part of the restructuring. Adjustments reflecting the Company's emergence from bankruptcy on January 10, 2003 and the application of fresh start accounting on the Company's predecessor entity, effective January 1, 2003, are not reflected in this pro forma statement of operations for the nine months ended September 30, 2003. 3 The pro forma consolidated statement of operations for the year ended December 31, 2002 reflects the treatment of Cablecom as a discontinued operation for the period presented. All Cablecom related revenues and expenses have been reversed from the historical amounts reported for the year ended December 31, 2002. The pro forma consolidated statement of operations excludes a non-recurring, non-cash gain of approximately $1.4 billion resulting from the restructuring of Cablecom's debt and equity, as well as, approximately $13.4 million of gain on the acquisition of the Company's remaining equity interest in Cablecom occurring as part of the restructuring. The pro forma consolidated statement of operations presents a loss from continuing operations and excludes losses incurred related to the other discontinued operations of the Company. D 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. NTL EUROPE, INC. (Registrant) By: /s/Jeffrey A. Brodsky --------------------------------------- Name: Jeffrey A. Brodsky Title: President and Chief Executive Officer Dated: November 26, 2003

NTL EUROPE INC 8-K