0001104659-11-054405.txt : 20111003 0001104659-11-054405.hdr.sgml : 20111003 20111003061138 ACCESSION NUMBER: 0001104659-11-054405 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111001 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20111003 DATE AS OF CHANGE: 20111003 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIRGIN MEDIA INC. CENTRAL INDEX KEY: 0001270400 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 593778247 STATE OF INCORPORATION: DE FISCAL YEAR END: 0208 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50886 FILM NUMBER: 111118435 BUSINESS ADDRESS: STREET 1: 909 THIRD AVENUE STREET 2: SUITE 2863 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 906-8440 MAIL ADDRESS: STREET 1: MEDIA HOUSE STREET 2: BARTLEY WOOD BUSINESS PARK CITY: HOOK, HAMPSHIRE STATE: X0 ZIP: RG27 9UP FORMER COMPANY: FORMER CONFORMED NAME: NTL INC DATE OF NAME CHANGE: 20060315 FORMER COMPANY: FORMER CONFORMED NAME: TELEWEST GLOBAL INC DATE OF NAME CHANGE: 20031117 8-K 1 a11-27273_18k.htm 8-K

 

 

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): October 1, 2011

 

VIRGIN MEDIA INC.

(Exact name of Registrant as specified in its charter)

 

Delaware

 

File No. 000-50886

 

59-3778247

(State of Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification
No.)

 

909 Third Avenue, Suite 2863, New York, New York 10022

(Address of principal executive offices) (Zip Code)

 

Registrant’s Telephone Number, including Area Code: (212) 906-8440

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

TABLE OF CONTENTS

 

Item 8.01.

Other Events.

Item 9.01.

Financial Statements and Exhibits.

SIGNATURES

 

Exhibit 99.1

 

 

2


 

Item 8.01.  Other Events.

 

Virgin Media Inc. (“Virgin Media”) has completed its previously announced disposition of its 50 percent interest in the UKTV companies (collectively, “UKTV”) to Scripps Networks Interactive, Inc. (“SNI”). UKTV is one of the United Kingdom’s leading multi-channel television programming groups.

 

As previously reported on a Form 8-K filed on August 15, 2011, Flextech Broadband Limited (“Flextech”), a wholly-owned subsidiary of Virgin Media, entered into a sale and purchase agreement (the “SPA”) and related agreements with Southbank Media Ltd., a wholly-owned subsidiary of  SNI, on August 12, 2011.  Pursuant to the SPA, Virgin Media sold to SNI its 50 percent interest in UKTV.

 

A joint press release issued by Virgin Media and SNI is attached as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)                  Exhibits

 

99.1         Press release, dated October 3, 2011, issued by Virgin Media Inc. and Scripps Networks Interactive Inc.

 

3


 

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.

 

 

Date:  October 3, 2011

VIRGIN MEDIA INC.

 

 

 

 

 

 

 

By:

/s/ Scott Dresser

 

 

Scott Dresser

 

 

Secretary

 

4

 

 EX-99.1 2 a11-27273_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Scripps Networks Interactive and Virgin Media

complete UKTV transaction

 

For immediate release

Oct. 3, 2011

 

KNOXVILLE, Tenn. — Scripps Networks Interactive Inc. (NYSE: SNI) and Virgin Media Inc. (NASDAQ: VMED; LSE: VMED) announced today that Scripps Networks Interactive has completed the acquisition of Virgin Media’s stake in UKTV, one of the United Kingdom’s leading multi-channel television programming companies, following regulatory approval in the Republic of Ireland and Jersey.

 

In completing the acquisition, Scripps Networks Interactive has acquired 50-percent common equity interest in the UKTV partnership and the outstanding preferred stock and debt owed by the partnership to Virgin Media. BBC Worldwide, the commercial arm and wholly owned subsidiary of the British Broadcasting Corp. (BBC), is the other 50-percent stakeholder in UKTV.

 

Formed in 1997, UKTV attracts about 39 million viewers a month across its portfolio of 10 lifestyle, entertainment and non-fiction (factual) programming channels. UKTV brands include Home, Good Food, Dave, Watch, GOLD, Alibi, Eden, Blighty, Yesterday and Really. UKTV also operates complementary websites for each channel brand.

 

UKTV channels air award-winning shows from the BBC in addition to original programming.  All of the UKTV channels are available on Sky Digital and Virgin Media. Dave, Yesterday and Really also are available on Freeview.

 

About Scripps Networks Interactive Inc.

 

Scripps Networks Interactive is one of the leading developers of lifestyle-oriented content for television and the Internet, where on-air programming is complemented with online video, social media areas and e-commerce components on companion websites and broadband vertical channels. The company’s media portfolio includes popular U.S. lifestyle television and Internet brands HGTV, Food Network, Travel Channel, DIY Network, Cooking Channel and country music network Great American Country.

 


 

About BBC Worldwide Ltd

 

BBC Worldwide Limited is the main commercial arm and a wholly owned subsidiary of the British Broadcasting Corp. (BBC). The company exists to maximize the value of the BBC’s assets for the benefit of the U.K. licence fee payer and invest in public service programming in return for rights. The company has six core businesses: Channels, Content & Production, Sales & Distribution, Consumer Products, Brands, Consumers & New Ventures and Magazines, with digital ventures incorporated into each business area. In 2010/11, BBC Worldwide generated profits of £160 million on sales of £1158 million and returned £182m to the BBC.

 

About Virgin Media Inc.

 

Virgin Media is the first provider of all four broadband TV, mobile phone and home phone services in the U.K. The company delivers ultrafast broadband connections to over half of all U.K. homes, with speeds up to 100Mb, and is expanding this cable network — the result of a multi-billion pound investment — to reach thousands more people across the country. Virgin Media has developed the most advanced interactive television service, bringing together broadcast TV, thousands of hours of on-demand programming and the best of the web in a single set-top box powered by TiVo. The company was the first to offer HDTV and 3D on demand to millions of U.K. households. Virgin Media also operates the most popular virtual mobile network in the U.K. which, when launched, was the world’s first such mobile phone service. It is also one of the largest fixed-line home phone providers in the country.

 

###

 

Contacts:

Scripps Networks Interactive Inc.

Media & Investors

Mark Kroeger, Scripps Networks Interactive Inc., 865-560-5007

mark.kroeger@scrippsnetworks.com

 

BBC Worldwide

Media

Charlotte Elston, BBC Worldwide +44 (0)208 433 3995

charlotte.elston@bbc.com

 

Virgin Media Inc.

Media

Gareth Mead, +44 (0)20 7909 3289

gareth.mead@virginmedia.co.uk

Investors

Richard Williams, +44 (0)1256 753037

richard.williams@virginmedia.co.uk

Vani Bassi, +44 (0)1256 752347

vani.bassi@virginmedia.co.uk