-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ANLHPAXKWHlZ5kPjNw4YuGOOLrxWwwah4wnZZnoIx7Mx8t2u21xZpSljBgJsStot yWtuTHugrcT4H4sdoCL7QQ== 0000950159-00-000200.txt : 20000516 0000950159-00-000200.hdr.sgml : 20000516 ACCESSION NUMBER: 0000950159-00-000200 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NTL TRIANGLE LLC CENTRAL INDEX KEY: 0000919957 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 134086747 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-24792 FILM NUMBER: 631207 BUSINESS ADDRESS: STREET 1: CEDAR HOUSE STREET 2: 41 CEDAR AVENUE CITY: HAMILTON STATE: D0 ZIP: HM12 BUSINESS PHONE: 2129068440 MAIL ADDRESS: STREET 1: 110 EAST 59TH STREET STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: NTL BERMUDA LLC DATE OF NAME CHANGE: 19991115 FORMER COMPANY: FORMER CONFORMED NAME: NTL BERMUDA LTD DATE OF NAME CHANGE: 19981104 FORMER COMPANY: FORMER CONFORMED NAME: COMCAST UK CABLE PARTNERS LTD DATE OF NAME CHANGE: 19940309 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) (X) Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended: MARCH 31, 2000 OR ( ) Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Transition Period from ________ to ________. Commission File Number 0-24792 NTL (TRIANGLE) LLC (Exact name of registrant as specified in its charter) Delaware 13-4086747 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 110 East 59th Street New York, NY 10022 (212) 906-8440 - -------------------------------------------------------------------------------- (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) -------------------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days. Yes X No --- --- -------------------------- As of March 31, 2000, there were 800,000 shares of the Registrant's common membership interests outstanding. The Registrant is an indirect, wholly owned subsidiary of NTL Incorporated and there is no market for the Registrant's Common Stock. NTL (TRIANGLE) LLC AND SUBSIDIARIES FORM 10-Q QUARTER ENDED MARCH 31,2000 TABLE OF CONTENTS Page Number PART I. FINANCIAL INFORMATION - ------ --------------------- Item 1. Financial Statements Condensed Consolidated Balance Sheets as of March 31, 2000 (Unaudited) and December 31, 1999..............2 Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2000 and 1999 (Unaudited)..............................................3 Condensed Consolidated Statement of Shareholder's Equity for the Three Months Ended March 31, 2000 (Unaudited)..............................................4 Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2000 and 1999 (Unaudited)...................................................5 Notes to Condensed Consolidated Financial Statements (Unaudited)..........................6 - 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............9 - 11 Item 3. Quantitative and Qualitative Disclosures About Market Risk..................................................12 PART II.OTHER INFORMATION - ------- ----------------- Item 6. Exhibits and Reports on Form 8-K.............................12 SIGNATURE............................................................13 EXHIBIT INDEX........................................................14 NTL (TRIANGLE) LLC AND SUBSIDIARIES FORM 10-Q QUARTER ENDED MARCH 31, 2000 PART I. FINANCIAL INFORMATION - ------- --------------------- ITEM 1. FINANCIAL STATEMENTS - ------- -------------------- CONDENSED CONSOLIDATED BALANCE SHEETS -------------------------------------
March 31, December 31, 2000 1999 ----------------- ----------------- (Unaudited) (See Note) (in (UK Pound)000's, except share data) Assets - ------ Current assets Cash and cash equivalents .................................................... (UK Pound)28,050 (UK Pound)27,895 Marketable securities ........................................................ 1,365 -- Accounts receivable, less allowance for doubtful accounts of (UK Pound)9,874 (2000) and (UK Pound)9,452 (1999) .......................... 11,293 10,170 Other current assets ......................................................... 5,779 4,240 ----------------- ----------------- Total current assets ..................................................... 46,487 42,305 Property and equipment, net ..................................................... 386,691 382,078 Intangible assets, net .......................................................... 424,101 434,333 Other assets, net ............................................................... 37,668 42,553 ----------------- ----------------- (UK Pound)894,947 (UK Pound)901,269 ================= ================= Liabilities and shareholder's equity - ------------------------------------ Current liabilities Accounts payable and accrued expenses ........................................ (UK Pound)31,223 (UK Pound)34,431 Deferred revenue ............................................................. 11,163 10,572 Due to affiliates ............................................................ 10,156 5,905 Current portion of long-term debt ............................................ 1,127 864 ----------------- ----------------- Total current liabilities .................................................. 53,669 51,772 Long-term debt, less current portion ............................................ 306,713 293,285 Commitments and contingent liabilities Deferred income taxes ........................................................... 8,037 8,237 Shareholder's equity: Common membership interests, (UK Pound).01 par value - authorized and issued 800,000 shares ...................................................... 8 8 Additional capital ........................................................... 363,966 363,966 Accumulated other comprehensive (loss) ....................................... (835) (189) Retained earnings ............................................................ 163,389 184,190 ----------------- ----------------- Total shareholder's equity ................................................. 526,528 547,975 ----------------- ----------------- (UK Pound)894,947 (UK Pound)901,269 ================= ================= Note: The balance sheet at December 31, 1999 has been derived from the audited financial statements at that date. See accompanying notes.
2 NTL (TRIANGLE) LLC AND SUBSIDIARIES FORM 10-Q QUARTER ENDED MARCH 31, 2000 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ----------------------------------------------- (Unaudited)
Three Months Ended March 31, 2000 1999 ----------------- ----------------- (in (UK Pound)000's) Revenue Service income........................................................... (UK Pound)38,677 (UK Pound)23,189 ----------------- ----------------- Costs and expenses Operating................................................................ 13,507 7,773 Selling, general and administrative...................................... 14,902 10,169 Depreciation and amortization............................................ 16,753 8,750 ----------------- ----------------- 45,162 26,692 ----------------- ----------------- Operating loss.............................................................. (6,485) (3,503) Other income (expense) Interest expense......................................................... (8,137) (7,646) Investment income........................................................ 331 1,704 Equity in net loss of affiliate.......................................... - (2,060) Amalgamation costs....................................................... - (145) Exchange losses and other................................................ (6,656) (7,725) ----------------- ----------------- (14,462) (15,872) ----------------- ----------------- Loss before income taxes.................................................... (20,947) (19,375) Income tax benefit.......................................................... 146 - ----------------- ----------------- Net loss.................................................................... (UK Pound)(20,801) (UK Pound)(19,375) ================= =================
See accompanying notes. 3 NTL (TRIANGLE) LLC AND SUBSIDIARIES FORM 10-Q QUARTER ENDED MARCH 31, 2000 CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDER'S EQUITY -------------------------------------------------------- (Unaudited) (in (UK Pound)000's)
Common Membership Compre- Interests Additional hensive Shares Amount Capital Loss ------ ------ ------- ---- Balance at December 31, 1999 800 (UK Pound)8 (UK Pound)363,966 Net loss.................. (UK Pound)(20,801) Currency translation adjustment.............. (646) ----------------- Comprehensive loss........ (UK Pound)(21,447) ----- ----------- ----------------- ----------------- Balance at March 31, 2000... 800 (UK Pound)8 (UK Pound)363,966 ===== =========== =================
Accumulated Other Compre- hensive Retained Loss Earnings Total ---- -------- ----- Balance at December 31, 1999 (UK Pound)(189) (UK Pound)184,190 (UK Pound)547,975 Net loss.................. (20,801) (20,801) Currency translation adjustment.............. (646) (646) Comprehensive loss........ -------------- ----------------- ----------------- Balance at March 31, 2000... (UK Pound)(835) (UK Pound)163,389 (UK Pound)526,528 ============== ================= =================
See accompanying notes. 4 NTL (TRIANGLE) LLC AND SUBSIDIARIES FORM 10-Q QUARTER ENDED MARCH 31, 2000 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS ----------------------------------------------- (Unaudited)
Three Months Ended March 31, 2000 1999 ---------------- ---------------- (in (UK Pound)000's) Net cash provided by (used in) operating activities...................... (UK Pound)10,151 (UK Pound)(189) ---------------- ---------------- Investing activities Purchases of marketable securities.................................... (1,365) - Fixed asset deposit with affiliate.................................... - (51,915) Capital expenditures.................................................. (8,079) (12,141) Additions to deferred charges......................................... - (52) ---------------- ---------------- Net cash used in investing activities........................... (9,444) (64,108) ---------------- ---------------- Financing activities Principal payments.................................................... (465) (754) Net transactions with affiliates...................................... - (60) ---------------- ---------------- Net cash used in financing activities........................... (465) (814) Effect of exchange rate changes on cash......................... (87) - ---------------- ---------------- Increase (decrease) in cash and cash equivalents......................... 155 (65,111) Cash and cash equivalents, beginning of period........................... 27,895 103,451 ---------------- ---------------- Cash and cash equivalents, end of period................................. (UK Pound)28,050 (UK Pound)38,340 ================ ================ Supplemental disclosure of cash flow information Cash paid during the period for interest.............................. (UK Pound)53 (UK Pound)233 Supplemental schedule of noncash financing activities Capital lease obligations............................................. (UK Pound) - (UK Pound)138
See accompanying notes. 5 NTL (TRIANGLE) LLC AND SUBSIDIARIES FORM 10-Q QUARTER ENDED MARCH 31, 2000 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of NTL (Triangle) LLC (formerly NTL (Bermuda) Limited) (the "Company") have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2000 are not necessarily indicative of the results that may be expected for the year ending December 31, 2000. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1999. In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities." This statement, which establishes accounting and reporting standards for derivatives and hedging activities, is required to be adopted by the Company effective January 1, 2001. Upon the adoption of SFAS No. 133, all derivative instruments are required to be recognized in the statement of financial position as either assets or liabilities and measured at fair value. The Company is evaluating the impact that the adoption of SFAS No. 133 will have on its financial position and results of operations. 2. Comprehensive Loss Comprehensive loss for the three-month periods ended March 31, 2000 and 1999 was (UK Pound)21,447,000 and (UK Pound)19,375,000, respectively. 3. Amalgamation with NTL On October 29, 1998, NTL Incorporated ("NTL"), NTL (Bermuda) Limited, a wholly owned subsidiary of NTL, and Comcast UK Cable Partners Limited ("Partners") consummated a transaction (the "Amalgamation"), whereby NTL (Bermuda) Limited merged with Partners. Pursuant to then existing arrangements between Partners and Telewest Communications plc ("Telewest"), a co-owner of interests in Cable London PLC ("Cable London") and Birmingham Cable Corporation Limited ("Birmingham Cable"), Telewest had certain rights to acquire either or both of Partner's interests in these systems as a result of the Amalgamation. On August 14, 1998, Partners and NTL entered into an agreement (the "Telewest Agreement") with Telewest relating to Partner's ownership interests in Birmingham Cable, Partner's and Telewest's respective ownership interests in Cable London and certain other related matters. Pursuant to the Telewest Agreement, in October 1998, Partners sold its 27.5% ownership interest in Birmingham Cable to Telewest for (UK Pound)125 million, plus (UK Pound)5 million for certain subordinated debt and fees. Additionally, in November 1999, the Company sold its 50% ownership interest in Cable London to Telewest for (UK Pound)428 million in cash. 6 NTL (TRIANGLE) LLC AND SUBSIDIARIES FORM 10-Q QUARTER ENDED MARCH 31, 2000 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited) 4. Investment in Cable London Summarized financial information for Cable London which was accounted for under the equity method is as follows (in (UK Pound)000's):
Three Months Ended March 31, 1999 ------------------ Results of operations: Service income.......................................................... (UK Pound)18,992 Operating, selling, general and administrative expenses................. (13,579) Depreciation and amortization........................................... (5,904) Operating loss.......................................................... (491) Net loss................................................................ (4,023) Company's equity in net loss............................................ (2,060)
5. Property and Equipment Property and equipment consists of (in (UK Pound)000's):
March 31, December 31, 2000 1999 ----------------- ----------------- (Unaudited) Operating equipment............................................... (UK Pound)422,488 (UK Pound)414,276 Other equipment................................................... 62,470 61,364 Construction in progress.......................................... 5,945 4,358 ----------------- ----------------- 490,903 479,998 Accumulated depreciation.......................................... (104,212) (97,920) ----------------- ----------------- (UK Pound)386,691 (UK Pound)382,078 ================= =================
6. Intangible Assets Intangible assets consist of (in (UK Pound)000's):
March 31, December 31, 2000 1999 ----------------- ----------------- (Unaudited) Goodwill, net of accumulated amortization of (UK Pound)17,693 (2000) and (UK Pound)11,928 (1999)............ (UK Pound)328,206 (UK Pound)333,971 License acquisition costs, net of accumulated amortization of (UK Pound)5,410 (2000) and (UK Pound)3,607 (1999)........... 30,658 32,461 Customer lists, net of accumulated amortization of (UK Pound)3,232 (2000) and (UK Pound)1,616 (1999).............. 29,090 30,706 Other, net of accumulated amortization of (UK Pound)22,216 (2000) (UK Pound)21,168 (1999)........................................ 36,147 37,195 ----------------- ----------------- (UK Pound)424,101 (UK Pound)434,333 ================= =================
7 NTL (TRIANGLE) LLC AND SUBSIDIARIES FORM 10-Q QUARTER ENDED MARCH 31, 2000 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED (Unaudited) In July 1999, NTL Communications Corp., a wholly-owned subsidiary of NTL, acquired Cablelink Limited ("Cablelink") for IR(Pound)535.18 million ((UK Pound)409.8 million). NTL Communications Corp. accounted for the acquisition as a purchase. In December 1999, the Company acquired Cablelink from NTL Communications Corp. for (UK Pound)423.6 million in cash. The Company accounted for the acquisition at historical cost in a manner consistent with a transfer of entities under common control, which is similar to that used in a "pooling of interests." Accordingly, the net assets and results of operations of Cablelink have been included in the consolidated financial statements from July 1999. The pro forma unaudited consolidated results of operations for the three months ended March 31, 1999 assuming the consummation of the above mentioned transaction as of January 1, 1999 is as follows (in (UK Pound)000's): Total revenue........................................(UK Pound)34,706 Net loss............................................. (27,090) 7. Joint Purchasing Alliance Agreement Other assets includes a deposit of (UK Pound)35.9 million which will be utilized under a Joint Purchasing Alliance Agreement entered into between subsidiaries of the Company and Diamond Cable Communications plc, a subsidiary of NTL, for combined fixed asset purchases. The Company's original deposit was (UK Pound)51.9 million in March 1999. 8. Related Party Transactions Since the Amalgamation, a subsidiary of NTL Communications Corp. has been providing management, financial, legal and technical services to the Company. Beginning in the fourth quarter of 1999, this subsidiary began charging the Company for these services using an allocation formula based on customers. The Company was charged (UK Pound)2.8 million for the three months ended March 31, 2000, which is included in selling, general and administrative expenses and in the due to affiliates balance. It is not practicable to determine the amounts of these expenses that would have been incurred had the Company operated as an unaffiliated entity. In the opinion of management of the Company, the allocation method is reasonable. 9. Contingencies The Company is involved in legal proceedings and claims which arise in the ordinary course of its business. In the opinion of management, the amount of ultimate liability with respect to these actions will not materially affect the financial position, results of operations or liquidity of the Company. 8 NTL (TRIANGLE) LLC AND SUBSIDIARIES FORM 10-Q QUARTER ENDED MARCH 31, 2000 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - ------ --------------------------------------------------------------- Overview - -------- NTL (Triangle) LLC (formerly NTL (Bermuda) Limited) (the "Company") is a holding company which holds all of the shares of various companies principally engaged in the development, construction, management and operation of broadband communications networks for telephone, cable television and Internet services in the United Kingdom ("UK") and Ireland. The Company owns the companies that have franchises for Darlington and Teesside (collectively, "Teesside") and Cambridge Holding Company Limited ("Cambridge") in the UK, and Cablelink Limited ("Cablelink"), which owns the companies that provide services in Dublin, Galway and Waterford, Ireland. The Company previously owned a 50% interest in Cable London PLC ("Cable London") which it sold in November 1999. Liquidity and Capital Resources - ------------------------------- In November 1995, the Company issued $517.3 million principal amount at maturity of 11.20% Senior Discount Debentures due 2007 (the "2007 Discount Debentures"). Interest accretes on the 2007 Discount Debentures at 11.20% per annum compounded semiannually from November 15, 1995 to November 15, 2000, after which date interest will be paid in cash on each May 15 and November 15 through November 15, 2007. The 2007 Discount Debentures contain restrictive covenants which limit the Company's ability to pay dividends. The Company will require approximately (UK Pound)115.0 million from April 1, 2000 through December 31, 2000 for capital expenditures net of cash from operations. Management believes that the entire (UK Pound)115.0 million required will be funded through cash on hand, debt or equity from NTL or its subsidiaries and from the Joint Purchasing Alliance Agreement deposit of (UK Pound)35.9 million. Subsidiaries of the Company and Diamond Cable Communications plc, a subsidiary of NTL, entered into this agreement in 1999 for joint fixed asset purchases. The Company's ability to meet its long-term liquidity and capital requirements is contingent upon Cambridge, Teesside and Cablelink's ability to generate positive operating cash flow, or, if necessary, to obtain external financing, although there can be no assurance that any such financing will be obtained on acceptable terms and conditions. Condensed Consolidated Statements of Cash Flows - ----------------------------------------------- Net cash provided by (used in) operating activities amounted to (UK Pound)10.2 million and (UK Pound)(189,000) for the three months ended March 31, 2000 and 1999, respectively. The increase in net cash provided by operating activities is due to the increase in the Company's operating income before depreciation and amortization and changes in working capital as a result of the timing of receipts and disbursements. Net cash used in investing activities amounted to (UK Pound)9.4 million and (UK Pound)64.1 million for the three months ended March 31, 2000 and 1999, respectively. During the three months ended March 31, 2000, net cash used in investing activities includes purchases of marketable securities of (UK Pound)1.4 million and capital expenditures of (UK Pound)8.1 million. During the three months ended March 31, 1999, net cash used in investing activities includes the Joint Purchasing Alliance Agreement deposit of (UK Pound)51.9 million for combined purchases of fixed assets by NTL affiliates and capital expenditures of (UK Pound)12.1 million. Net cash used in financing activities was (UK Pound)(465,000) and (UK Pound)(814,000) for the three months ended March 31, 2000 and 1999, respectively, primarily for debt principal payments. 9 NTL (TRIANGLE) LLC AND SUBSIDIARIES FORM 10-Q QUARTER ENDED MARCH 31, 2000 Results of Operations - --------------------- In December 1999, Cablelink was acquired by the Company from NTL Communications Corp. This transaction was accounted for at historical cost in a manner consistent with a transfer of entities under common control, which is similar to that used in a "pooling of interests." Accordingly, the Company consolidated the results of operations of Cablelink from July 1999. Summarized consolidated financial information for the Company for the three months ended March 31, 2000 and 1999 is as follows (in thousands, "NM" denotes percentage is not meaningful):
Three Months Ended March 31, Increase/(Decrease) 2000 1999 (UK Pound) % ---------------- ---------------- ---------------- ---------- Revenue...................................... (UK Pound)38,677 (UK Pound)23,189 (UK Pound)15,488 66.8% Operating, selling, general and 28,409 17,942 10,467 58.3 administrative expenses...................... Depreciation and amortization................ 16,753 8,750 8,003 91.5 ---------------- ---------------- Operating loss............................... (6,485) (3,503) 2,982 85.1 ---------------- ---------------- Interest expense............................. (8,137) (7,646) 491 6.4 Investment income............................ 331 1,704 (1,373) (80.6) Equity in net loss of affiliate.............. - (2,060) (2,060) NM Amalgamation costs........................... - (145) (145) NM Exchange losses and other.................... (6,656) (7,725) (1,069) (13.8) ---------------- ---------------- Loss before income taxes..................... (20,947) (19,375) 1,572 8.1 Income tax benefit........................... 146 - 146 NM ---------------- ---------------- Net loss..................................... (UK Pound)(20,801) (UK Pound)(19,375) (UK Pound)1,426 7.4% ================= =================
Substantially all of the increases in revenues, operating expenses, selling, general and administrative expenses and depreciation and amortization expense for the three months ended March 31, 2000, as compared to the same period in 1999, are attributable to the effects of the acquisition of Cablelink, as well as the continued development of the Company's operations and increased business activity resulting from the growth in the number of subscribers in Cambridge and Teesside. These trends in operations and business activity are expected to continue for the foreseeable future. Interest expense for the three months ended March 31, 2000 and 1999 was (UK Pound)8.1 million and (UK Pound)7.7 million, respectively, representing an increase of (UK Pound)491,000 from 1999 as compared to the same period in 2000. The increase is primarily attributable to the compounding of interest on the 2007 Discount Debentures, partially offset by the payment of the note payable to Comcast U.K. Holdings, Inc. in September 1999. Investment income for the three months ended March 31, 2000 and 1999 was (UK Pound)331,000 and (UK Pound)1.7 million, respectively, representing a decrease of (UK Pound)1.4 million from 1999 as compared to the same period in 2000. The decrease is primarily attributable to the termination of the loans to Cable London in November 1999 and to decreases in the average cash balances available for investment in 2000 as compared to the same period in 1999. Equity in net loss of affiliate for the three months ended March 31, 1999 of (UK Pound)2.1 million was from the Company's 50% ownership interest in Cable London. The Company incurred costs of (UK Pound)145,000 in 1999 associated with the amalgamation with NTL. Exchange losses and other for the three months ended March 31, 2000 and 1999 were (UK Pound)6.7 million and (UK Pound)7.7 million, respectively, representing a decrease of (UK Pound)1.0 million from 1999 as compared to the same period in 2000. This decrease primarily resulted from the impact of fluctuations in the valuation of the UK Pound Sterling on the 2007 Discount 10 NTL (TRIANGLE) LLC AND SUBSIDIARIES FORM 10-Q QUARTER ENDED MARCH 31, 2000 Debentures, which are denominated in US dollars. The Company's results of operations will continue to be affected by exchange rate fluctuations. Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995 - -------------------------------------------------------------------------------- Certain statements contained herein constitute "forward-looking statements" as that term is defined under the provisions of the Private Securities Litigation Reform Act of 1995. When used herein, the words "believe," "anticipate," "should," "intend," "plan," "will," "expects," "estimates," "projects," "positioned," "strategy," and similar expressions identify such forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from those contemplated, projected, forecasted, estimated or budgeted, whether expressed or implied, by such forward-looking statements. Such factors include, among others: general economic and business conditions, the Company's ability to continue to design networks, install facilities, obtain and maintain any required governmental licenses or approvals and finance construction and development, all in a timely manner at reasonable costs and on satisfactory terms and conditions, as well as assumptions about customer acceptance, churn rates, overall market penetration and competition from providers of alternative services, the impact of new business opportunities requiring significant up-front investment, and availability, terms and deployment of capital. 11 NTL (TRIANGLE) LLC AND SUBSIDIARIES FORM 10-Q QUARTER ENDED MARCH 31, 2000 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK - ------- ---------------------------------------------------------- There have not been any material changes in the reported market risks since the end of the most recent fiscal year. PART II. OTHER INFORMATION - -------- ----------------- ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - ------- -------------------------------- (a) Exhibits: 3.5 Amended and Restated Operating Agreement of NTL (Triangle) LLC, dated as of April 3, 2000. 27 Financial Data Schedule (b) Reports on Form 8-K: During the quarter ended March 31, 2000, the Company filed a Report on Form 8-K\A dated January 28, 2000 reporting under Item 2, Acquisition or Disposition of Assets, that financial statements of the acquired business, Cablelink Limited and unaudited pro forma financial information for the Registrant, were filed under Item 7. 12 NTL (TRIANGLE) LLC AND SUBSIDIARIES FORM 10-Q QUARTER ENDED MARCH 31, 2000 SIGNATURES ---------- Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NTL (TRIANGLE) LLC --------------------------------------------------- (Registrant) By: NTL Group Limited Its Sole Managing Member Date: May 11, 2000 By: /s/ Leigh C. Wood --------------------------------------------------- Leigh C. Wood (Chairman of the Board, Director, and Principal Executive Officer of NTL Group Ltd., the sole managing member) on behalf of registrant Date: May 11, 2000 By: /s/ David Kelham --------------------------------------------------- David Kelham (Principal Accounting and Financial Officer and Director of NTL Group Ltd., the sole managing member) on behalf of registrant 13 EXHIBIT INDEX 2.l Reorganization Agreement, dated 19 September 1994, among Warburg, Pincus Investors, L.P., Bankers Trust Investments PLC ("Bankers Trust"), Comcast Corporation ("Comcast"), Comcast U.K. Holdings, Inc., ("Holdings"), the Company and UK Cable Partners Limited ("UKCPL"). (1) 2.2 Agreement and Plan of Amalgamation dated 4 February 1998 among NTL Incorporated, NTL (Bermuda) Limited and the Company, as amended. (7) 2.3 Deed of Transfer, dated December 13, 1999. (9) 3(i) Memorandum of Association of the Company. (2) 3(ii) By-laws of the Company. (2) 3.1 Certificate of Formation, filed with the Delaware Secretary of State on November 12, 1999. (8) 3.2 Certificate of Amendment, filed with the Delaware Secretary of State on November 18, 1999. (8) 3.3 Operating Agreement of NTL (Triangle) LLC, dated as of November 14, 1999. (8) 3.4 Corrected Certificate of Conversion, filed with the Delaware Secretary of State on November 16, 1999. (8) 3.5 Amended and Restated Operating Agreement of NTL (Triangle) LLC, dated as of April 3, 2000. 4.l Form of Certificate for Class A Common Shares, par value (UK Pound)0.01 per share. (2) 4.2 Indenture dated as of 15 November 1995, between the Company and Bank of Montreal Trust Company, as Trustee, in respect of the Company's 11.20% Senior Discount Debentures Due 2007 (the "2007 Debentures"). (1) 10.1 Subscription and Contribution Agreement, dated 26 October 1992, among Comcast, UKCPL, the Company, Holdings, Comcast Cablevision of Birmingham, Inc. ("Comcast Birmingham") and Comcast Cablevision of London, Inc. (2) 10.2 Shareholders Agreement, dated 11 December 1992 (the "Shareholders Agreement"), among Holdings, UKCPL, the Company and Comcast. (2) 10.3 Supplemental Agreement, dated 21 June 1995, among the Company, Comcast Consulting, Comcast, Holdings, Warburg Pincus and UK Consulting to the NewCo Services Agreement, the Delegation Agreement and the Shareholders Agreement. (3) 10.4 Share Exchange Agreement, dated 4 December 1995, among Singapore Telecom International Pte. Limited, Cambridge Cable, the Company and Holdings. (5) 10.5 Share Exchange Agreement, dated 5 May 1994, between Avalon Telecommunications L.L.C. and the Company. (2) 10.6 Agreement dated August 14, 1998 among Telewest Communications plc, Telewest Communications Holding Limited, the Company and NTL Incorporated. (6) 27 Financial Data Schedule. 99.1 Consolidated financial statements of Cambridge Holding Company Limited (a United Kingdom corporation in the prematurity stage) and subsidiaries as of and for the years ended December 31, 1995 and 1994. (6) --------------- (1) Incorporated by reference to the Company's Registration Statement on Form S-1 (File No. 33-96932) declared effective November 9, 1995. (2) Incorporated by reference to the Company's Registration Statement on Form S-1 (File No. 33-76160) declared effective September 20, 1994. (3) Incorporated by reference to the Company's Quarterly Report on Form 10-Q, filed for the quarter ended June 30, 1995 (File No. 0-24792). (4) Incorporated by reference to the Company's Quarterly Report on Form 10-Q, filed for the quarter ended March 31, 1995 (File No. 0-24792). (5) Incorporated by reference to the Company's Current Report on Form 8-K, filed January 22, 1996. (6) Incorporated by reference to NTL Incorporated's Current Report on Form 8-K dated August 18, 1998. (File No. 000-22616). (7) Incorporated by reference to NTL's Registration Statement on Form S-4 (File No. 333-64727). (8) Incorporated by reference to the Company's Current Report on Form 8-K, filed December 9, 1999. (9) Incorporated by reference to the Company's Current Report on Form 8-K, filed December 28, 1999. 14 EX-3.5 2 AMENDED AND RESTATED OPERATING AGREEMENT THIS AMENDED AND RESTATED OPERATING AGREEMENT (this "Amended and Restated Agreement") of NTL (Triangle) LLC (the "Company") is dated as of this 3rd day of April, 2000 and amends and restates the Operating Agreement (the "Agreement") of the Company, dated as of the 14th day of November, 1999. RECITAL NTL Group Limited, the sole member of the Company (the "Member") pursuant to a written consent, dated as of the date hereof and adopted in compliance with Section 2.2(b) of the Agreement and Section 18-302(d) of the Delaware Limited Liability Company Act and any successor statute, as amended from time to time (the "Act") has approved the amendment and restatement of the Agreement. ARTICLE 1 The Limited Liability Company ----------------------------- 1.1 Name. The name of the Company shall be "NTL (Triangle) LLC" and its business shall be carried on in such name with such variations and changes as the Board (as defined herein) shall determine or deem reasonably necessary to comply with requirements of the jurisdictions in which the Company's operations are conducted, have previously been conducted, or are expected to be conducted. 1.2 Business Purpose; Powers. The business purpose of the Company is to engage in any lawful business or activity in which limited liability companies are permitted to engage under the Act. The Company shall possess and may exercise all the powers and privileges granted by the Act, by any other law or by this Amended and Restated Agreement, together with any powers incidental thereto, insofar as such powers and privileges are necessary, appropriate, advisable, incidental or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company. 1.3 Registered Office and Agent. The Company shall maintain a registered office in the State of Delaware. The name and address of the Company's registered agent in the State of Delaware is, Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19801. The Board or a duly authorized committee thereof may, from time to time, change the Company's registered office and/or registered agent and shall forthwith amend the Certificate of Formation to reflect such change(s). 1.4 Term. Subject to the provisions of Articles 7 and 9 below, the Company shall have perpetual existence. 1.5 Principal Place of Business. The principal place of business of the Company shall be at NTL House, Bartley Wood Business Park, Hook, Hampshire RG24 9XA, United Kingdom, or such other location as the Board may, from time to time, select. 1.6 Title to Company Property. Legal title to all property of the Company shall be held, and vested and conveyed in the name and on behalf of the Company and no real or other property of the Company shall be deemed to be owned by the Member individually. The Common Shares (as defined herein) held by the Member shall constitute personal property. 1.7 Business Transactions of the Member with the Company. In accordance with Section 18-107 of the Act, the Member and/or one or more Directors (as defined herein) may transact business with the Company and, subject to applicable law, shall have the same rights and obligations with respect to any such matter as a person who is not a member or director of the Company. 1.8 Fiscal Year. The fiscal year of the Company for financial statement purposes shall end on December 31 of each year. 2 ARTICLE 2 The Member ---------- 2.1 The Member. The name and address of the Member is as follows: Name Address ---- ------- NTL Group Limited NTL House Bartley Wood Business Park Hook, Hampshire RG24 9XA United Kingdom 2.2 Member Meetings. (i) Actions by the Member; Meetings. The Member may approve a matter or take any action at a meeting or without a meeting by the written consent of the Member pursuant to subparagraph (ii) below. Meetings of the Member may be called at any time by the Member. (ii) Action by Written Consent. Any action may be taken by the Member without a meeting if authorized by the written consent of the Member. In no instance where action is authorized by written consent of the Member will a meeting of the Member be called or notice be given. However, a copy of the action taken by written consent of the Member shall be filed with the records of the Company. The management of the Member shall not execute such written consent while outside the United Kingdom. (iii) Place of Meetings. The Board or a duly authorized committee thereof may designate any place within the United Kingdom as the place of meeting for any regular meeting or for any special meeting. If no designation is made, the place of the regular or special meeting shall be NTL House, Bartley Wood Business Park, Hook, Hampshire RG24 9XA, United Kingdom. The management of the Member may participate in a meeting by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and any such participation in a meeting shall constitute presence in person of such management personnel of the Member at such meeting. Notwithstanding the previous sentence, the management of the Member while outside the United Kingdom shall not act in matters regarding the management and control of the Company when participating in any meeting of the Member by means of conference telephone. 3 (iv) Notice of Meetings. Written notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose for which the meeting is called shall be delivered not less than ten (10) days nor more than sixty (60) days before the date of the meeting, either personally, by facsimile or by mail, by or at the direction of any Director calling the meeting to the Member of record of Common Shares entitled to vote at such meeting. (v) Waiver of Notice. When any notice is required to be given to the Member under the provisions of this Amended and Restated Agreement, a waiver thereof in writing signed by the person entitled to such notice, whether before, at, or after the time stated therein, shall be equivalent to the giving of such notice. Attendance of the Member at the meeting is also a wavier of notice. 2.3 Liability of the Member. All debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member. 2.4 Admission of Members. New members shall be admitted only upon the approval of the Member. ARTICLE 3 The Board of Directors ---------------------- 3.1 Management By Board of Directors. Subject to such matters that are expressly required by this Amended and Restated Agreement to be submitted to a vote of the Member, the business and affairs of the Company shall be managed by or under the direction of a Board of Directors (the "Board"). The Board shall have substantially similar rights, duties, obligations, and responsibilities as enumerated in Section 141 of the Delaware General Corporation Law. The Board shall be deemed to be a board of managers, and each director shall be deemed to be a "manager", for purposes of the Act. Other than rights and powers expressly reserved to the Member and authority delegated to officers of the Company in accordance with this Amended and Restated Agreement, the Board shall have full, independent, exclusive and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purposes of the Company as set forth herein. 4 3.2 Decisions Affecting Policy or Management of the Company. The Board shall have the ultimate authority to make decisions on matters affecting the policy or management of the Company including, but not restricted to, the following: (i) structuring or financing the operations of the Company, including debt financing, issuing capital, and approving the transfer of Common Shares; (ii) appointing officers, revoking of such appointments, and determining the remuneration of officers and Directors; (iii) discussing, negotiating and finalizing any material contracts, including the sale or acquisition of Company assets or investments, whether intra-group or with a third party; (iv) approving any changes in the accounts of the Company, including the payment of distributions to the Member; and (v) entering into new business opportunities and reevaluating current business relationships. 3.3 Composition of the Board of Directors. The Board shall consist of no less than two (2) individuals, the exact number to be determined from time to time by the resolution of the Board (collectively, the "Directors"). Directors shall be elected by the Member and shall hold office until their successors have been duly elected and qualified, subject, however, to a Director's earlier death, resignation, retirement, disqualification or removal from office. 3.4 Meetings of the Board. (i) The Board shall hold meetings, both regular and special, at such times as may be necessary for the Company's business. Regular meetings of the Board may be held without notice at such time as shall from time to time be determined by the Board. Special meetings of the Board may be called on one (1) days' notice to each Director upon the written request of any one (1) Director. A quorum for a regular or special meeting shall exist when a majority of the Directors are participating in the meeting either in person or by conference telephone and such Directors are located in the United Kingdom at the time of such meeting. 5 (ii) Notice of any Board meeting may be waived by any Director before, at or after such meeting. Attendance of a Director at a meeting is also a waiver of notice by such Director. (iii) All meetings of the Board of Directors shall only be held in the United Kingdom. The Board or a duly authorized committee thereof shall have the power to designate the specific place of all meetings. (iv) All actions of the Board shall require the affirmative vote of a majority of the Directors who constitute the quorum. (v) At all meetings of the Board a full and accurate record shall be kept by the Secretary or person charged with such duties. (vi) Meetings of the Board may be conducted in person or by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and any such participation in a meeting shall constitute presence in person of such Director at such meeting. Notwithstanding the previous sentence, Directors while outside the United Kingdom shall not act in matters regarding the management and control of the Company when participating in any meeting of the Board by means of conference telephone. (vii) In accordance with Section 18-404(d) of the Act, any action required or permitted to be taken at any meeting of the Board may be taken without a meeting, without prior notice and without a vote if the number of Directors having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting of the Board or any committee thereof consent thereto in writing. The writing or writings effectuating such written consent must be filed with the minutes of proceedings of the Board. No Director shall execute such written consent while outside the United Kingdom. 3.5 Power to Bind Company. No Director (acting in his capacity as such) shall have any authority to bind the Company to any third party with respect to any matter except pursuant to a resolution expressly authorizing such action which resolution is duly adopted by the Board by the affirmative vote required for such matter pursuant to this Amended and Restated Agreement. 6 3.6 Vacancies. Any vacancies occurring on the Board may be filled by a majority of the remaining Directors (even if less than a quorum) or by election at a meeting of the Member called for that purpose. A Director chosen to fill a vacancy shall serve the unexpired term of the Director's predecessor in office. Any Director's position to be filled by reason of an increase in the number of Directors shall be filled by a majority of the Directors then in office or by election at any meeting of the Member called for that purpose. A Director chosen to fill a position resulting from an increase in the number of Directors shall hold, office until the Director's successor has been duly elected and qualified, subject however, to a Director's earlier death, resignation, retirement, disqualification or removal from office. 3.7 Resignation. Any Director may resign at any time by giving written notice to the remaining Directors. The resignation of any Director shall take effect upon receipt of written notice thereof or at such later time as shall be specified in such written notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 3.8 Removal. At a Member's meeting called expressly for that purpose, all Directors or any lesser number may be removed, with or without cause, by the vote of the Member. 3.9 Committees. By resolution duly adopted by the Board, the Board may designate two or more Directors to constitute a committee of the Board. Each committee shall conduct its business in the same manner as the Board conducts its business pursuant to this Amended and Restated Agreement. Each committee will present reports and other findings at the request of the Board or pursuant to the resolution authorizing such committee. 3.10 Qualification of Directors. All members of the Board shall be persons who are residents of the United Kingdom for all purposes (at the time of their appointment or election and during their initial term, any extension thereof or any subsequent term) and who have the appropriate expertise and experience in overseeing the business and affairs of an enterprise similar to the Company. 3.11 Liability of Directors. Except as set forth in Section 3.12, no Director shall be personally liable for the debts, obligations or liabilities of the Company, including any such debts, obligations or liabilities arising under a judgment, decree or order of a court and shall not be required to lend or advance any funds to the Company. 7 3.12 Fiduciary Duties. Each Director shall have the same fiduciary duties as a member of a board of directors of a Delaware corporation. Directors shall be personally liable to the Company or the Member for monetary damages for breach of fiduciary duty as a Director, in cases where the Directors (i) breach the duty of loyalty to the Company or the Member, (ii) act or omit to act not in good faith or carry out intentional misconduct or a knowing violation of law or (iii) conduct transactions from which the Directors derived any improper personal benefit. 3.13 Officers and Related Persons. Subject to the terms of any employment agreements to which the Company is a party, the Board shall have the authority to appoint and terminate officers of the Company and retain and terminate employees, agents and consultants of the Company and to delegate such duties to any such officers, employees, agents and consultants as the Board deems appropriate, including the power, acting individually or jointly, to represent and bind the Company in all matters, in accordance with the scope of their respective duties. All officers of the Company shall be persons who are residents of the United Kingdom for all purposes (at the time of their appointment and during their initial term, any extension thereof or any subsequent term) and who have appropriate expertise and experience in managing the business and affairs of an enterprise similar to the Company. ARTICLE 4 Capital Structure and Contributions ----------------------------------- 4.1 Capital Structure. Subject to the terms of this Amended and Restated Agreement, the capital structure of the Company shall consist of one class of common membership interest (the "Common Shares"). Common Shares shall constitute the limited liability company interests under the Act. The total number of Common Shares which the Company shall have the authority to issue is 800,000 with a par value of Pound Sterling 0.01 per share. All Common Shares shall be identical with each other in every respect. The Board or a duly authorized committee thereof is expressly authorized, by resolution or resolutions, to create and to issue, out of unissued shares, different classes, groups or series of shares and to fix for each such class, group or series such voting powers, full or limited or no voting powers, and such designations, preferences and relative participating, optional or other special rights and qualifications, limitations or restrictions as determined by the Board or a duly authorized committee thereof. 4.2 Capital Contributions. In accordance with Section 18-502 of the Act, the Board may not request the Member to make capital contributions to the Company. 8 ARTICLE 5 Books of Account and Distributions ---------------------------------- 5.1 Books of Account. For financial, accounting and tax purposes, the books and records of the Company shall be determined on an annual basis in accordance with the appropriate rules utilized for United Kingdom Generally Accepted Accounting Principles. The books of account of the Company shall be closed after the close of each calendar year, and there shall be prepared appropriate financial statements. 5.2 Distributions. The Board shall determine if cash is available for distribution and the amount, if any, to be distributed to the Member, and shall authorize and distribute on the Common Shares, the determined amount, subject to applicable law, when, as and if such distribution is declared by the Board. 5.3 Withholding Taxes. The Company is authorized to withhold from distributions to the Member, or with respect to allocations to the Member, and to pay over to a foreign, federal, state or local government, any amounts required to be withheld pursuant to the Internal Revenue Code of 1986, as amended (the "Code"), or any provisions of any other foreign, federal, state or local law pursuant to Section 18-1107 of the Act. Any amounts so withheld shall be treated as having been distributed to the Member under this Article 5 for all purposes of this Agreement, and shall be offset against the current or next amounts otherwise distributable to the Member. ARTICLE 6 Company Records --------------- The Board shall cause to be maintained at a designated place in the United Kingdom complete and accurate records of the Company's affairs, including minute books and documents required by governing statutes. If no designation is made, the records shall be maintained at NTL House, Bartley Wood Business Park, Hook, Hampshire RG24 9XA, United Kingdom. The books of account shall be kept on such method of accounting as the Board shall select. The Company's accounting period shall be as determined by the Board. 9 ARTICLE 7 Events of Dissolution --------------------- Subject to approval by the Board, the Company shall be dissolved upon the occurrence of any of the following events (each, an "Event of Dissolution"): (i) The Member votes for dissolution; or (ii) A judicial dissolution of the Company under Section 18-802 of the Act. ARTICLE 8 Transfer of Interests in the Company ------------------------------------ Subject to approval by the Board, the Member may sell, assign, transfer, convey, gift, exchange or otherwise dispose of any or all of its Common Shares and, upon receipt by the Company of a written agreement by the person or business entity to whom such Common Shares are to be transferred agreeing to be bound by the terms of this Amended and Restated Agreement, such person shall be admitted as a member. ARTICLE 9 Termination ----------- 9.1 Liquidation. In the event that an Event of Dissolution shall occur, then the Company shall be liquidated and its affairs shall be wound up. All proceeds from such liquidation shall be distributed in accordance with the provisions of Section 18-804 of the Act, and all Common Shares in the Company shall be cancelled. 9.2 Final Accounting. In the event of the dissolution of the Company, prior to any liquidation, a proper accounting shall be made to the Member from the date of the last previous accounting to the date of dissolution. 9.3 Distribution in Kind. In accordance with Section 18-605 of the Act, all or any portion of the Company's assets may be distributed in kind to the Member in the event the Board determines that it is in the best interests of the Company. 10 9.4 Cancellation of Certificate. Upon the completion of the winding up of the Company and the distribution of the Company's assets, the Company shall be terminated and the Member shall cause the Company to execute and file a Certificate of Cancellation in accordance with Section 18-203 of the Act. ARTICLE 10 Exculpation and Indemnification ------------------------------- 10.1 Exculpation. Notwithstanding any other provision of this Amended and Restated Agreement, whether express or implied, or obligation or duty at law or in equity, none of the Member, Directors, or any officers, directors, shareholders, consultants, employees, representatives or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company or any of its affiliates (individually, a "Covered Person") shall be liable to the Company or any other person for any act or omission (in relation to the Company, this Amended and Restated Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by this Amended and Restated Agreement; provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. 10.2 Indemnification. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (collectively, "Claims"), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the business and affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 10.2 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (a) was brought to enforce such Covered Person's rights to indemnification hereunder or (b) was authorized or consented to by the Board prior to its initiation by the Covered Person. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company upon presentation to the Company of satisfactory documentation evidencing such expenses and in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay any amounts advanced by the Company promptly, in full, if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Article 10. 11 10.3 Nonexclusive Remedy. The rights and remedies under this Article 10 shall not be deemed or considered exclusive of or (in any way) diminish, limit, restrict, alter or otherwise adversely affect any other right to exculpation or to indemnification or any other right or remedy available to any Covered Person under this Amended and Restated Agreement, any other agreement, any vote of the Board, any applicable law or otherwise, both with respect to acts or omissions in an official capacity and acts or omissions in a separate capacity while holding such official capacity. 10.4 Additional Covered Persons. The Board or a duly authorized committee thereof may, in its sole and absolute discretion, provide the rights set forth in this Article 10 to any employee, representative, consultant, advisor or agent of the Company and in such case, such persons shall have all the rights and entitlements of and be deemed to be a Covered Person as of the date determined by the Board in its sole and absolute discretion. 10.5 Amendments. Any repeal or modification of this Article 10 by the Member shall not adversely affect any rights of such Covered Person pursuant to this Article 10, including the right to indemnification and to the advancement of expenses of a Covered Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification. ARTICLE 11 Amendment to Amended and Restated Agreement ------------------------------------------- Amendments to this Amended and Restated Agreement and to the Certificate of Formation of the Company shall be approved in writing by the Member. This Amended and Restated Agreement may be amended at any time and from time to time. An amendment shall become effective as of the date specified in the approval of the Member or if none is specified as of the date of such approval or as otherwise provided in the Act. 12 ARTICLE 12 General Provisions ------------------ 12.1 Signatory Authority over Bank Accounts. Only the Directors, officers, or delegated persons under the control or direction of Directors and officers who are residents of the United Kingdom shall have the sole signatory authority over the Company's bank accounts. 12.2 Notices. Unless otherwise specifically provided in this Amended and Restated Agreement, all notices and other communications required or permitted to be given hereunder shall be in writing and shall be (i) delivered by hand, (ii) delivered by a recognized commercial overnight delivery service, (iii) mailed postage prepaid by first class mail in any such case directed or addressed to the address set forth below or (iv) transmitted by facsimile to: If to the Member, to: NTL Group Limited Attention: Robert Mackenzie, Secretary NTL House Bartley Wood Business Park Hook, Hampshire RG24 9XA United Kingdom Facsimile No.: 01256 752170 with a copy to: Skadden, Arps, Slate, Meagher & Flom LLP Attention: Thomas H. Kennedy, Esq. Four Times Square New York, New York 10036 United States Facsimile No.: (011) (917) 777-2526 Such notices shall be effective: (a) in the case of hand deliveries when received; (b) in the case of a commercial overnight delivery service, on the next business day after being placed in the possession of such delivery service, with delivery charges prepaid; (c) in the case of mail, five (5) days after deposit in the postal system, first class mail, postage prepaid; and (d) in the case of facsimile notices, when electronic indication of receipt is received. Any party may change its address and facsimile number by written notice to the other given in accordance with this Section 12.2. 12.3 Construction Principles. As used in this Amended and Restated Agreement words in any gender shall be deemed to include all other genders. The singular shall be deemed to include the plural and vice versa. The captions and article and section headings in this Amended and Restated Agreement are inserted for convenience of reference only and are not intended to have significance for the interpretation of or construction of the provisions of this Amended and Restated Agreement. 13 12.4 Severability. If any provision of this Amended and Restated Agreement is held to be invalid or unenforceable for any reason, such provision shall be ineffective to the extent of such invalidity or unenforceability; provided, however, that the remaining provisions will continue in full force and effect without being impaired or invalidated in any way unless such invalid or unenforceable provision or clause shall be so significant as to materially affect the expectations of the Member regarding this Amended and Restated Agreement. Otherwise, any invalid or unenforceable provision shall be replaced by the Member with a valid provision which most closely approximates the intent and economic effect of the invalid or unenforceable provision. 12.5 Governing Law. This Amended and Restated Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the principles of conflicts of laws thereof. 12.6 Binding Effect. This Amended and Restated Agreement shall be binding upon, and inure to the benefit of, the Member and any person who is properly admitted as a member pursuant to this Amended and Restated Agreement. 12.7 Additional Documents and Acts. The Member agrees to execute and deliver such additional documents and instruments and to perform such additional acts (including undertakings concerning appointment of an agent for service of process in the Island of Bermuda (solely with respect to activities that occurred on or prior to the conversion of the Company from a limited company to a limited liability company) and the State of Delaware, the payment of filing and other fees, the keeping of books and records, and making publications or periodic filings) as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions, and conditions of this Amended and Restated Agreement and of the transactions contemplated hereby. 12.8 No Third-Party Beneficiary. This Amended and Restated Agreement is made solely for the benefit of the Member and any person who is properly admitted as a member pursuant to this Amended and Restated Agreement and no other person shall have any rights, interests, or claims hereunder or otherwise be entitled to any benefits under or on account of this Amended and Restated Agreement as a third-party beneficiary or otherwise. 12.9 Limited Liability Company. The Member intends to form a limited liability company and does not intend to form a partnership under the laws of the State of Delaware or any other laws. 14 IN WITNESS WHEREOF, the undersigned authorized representative of the Member has duly executed and delivered this Amended and Restated Agreement for and on behalf of the Member as of the date first above written. NTL GROUP LIMITED By: /s/ Robert Mackenzie ------------------------------- Name: Robert Mackenzie Title: Director and Secretary 15 EX-27 3 FINANCIAL DATA SCHEDULE
5 0000919957 NTL (TRIANGLE) LLC 1,000 U.K. POUNDS 3-MOS DEC-31-2000 MAR-31-2000 JAN-01-2000 1.5934 28,050 1,365 21,167 (9,874) 0 46,487 490,903 (104,212) 894,947 53,669 306,713 0 0 8 526,520 894,947 0 38,677 0 45,162 0 0 8,137 (20,947) 146 (20,801) 0 0 0 (20,801) 0 0
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