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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 JUNE 30, 2004
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 001-32256
TELEWEST GLOBAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 59-3778247
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
160 GREAT PORTLAND STREET, LONDON, W1W 5QA UNITED KINGDOM
(Address of principal executive offices)
(Zip Code)
+44 (20) 7299 5000
(Registrant's telephone number, including area code)
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 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days Yes [ X ] [ ] No
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). [ ] Yes [ X ] No
The number of shares outstanding of the registrant's common stock as of
July 28, 2004 was 245,000,001.
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TELEWEST GLOBAL, INC.
INDEX
PART I - FINANCIAL INFORMATION
ITEM - 1 FINANCIAL STATEMENTS
Consolidated Balance Sheets as of June 30, 2004 and December 31, 2003
Consolidated Statements of Operations for the Three Months and Six
Months Ended June 30, 2004
Consolidated Statements of Changes in Shareholder's Equity/(Deficit)
and Comprehensive Income for the Six Months Ended June 30, 2004
Consolidated Statements of Cash Flows for the Three Months and Six
Months Ended June 30, 2004
Notes to Consolidated Financial Statements
ITEM - 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
ITEM - 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM - 4 CONTROLS AND PROCEDURES
PART II - OTHER INFORMATION
ITEM - 1 LEGAL PROCEEDINGS
ITEM - 2 CHANGES IN SECURITIES, USE OF PROCEEDS
ITEM - 3 DEFAULTS UPON SENIOR SECURITIES
ITEM - 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM - 5 OTHER INFORMATION
ITEM - 6 EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
PART I - FINANCIAL INFORMATION
ITEM - 1 FINANCIAL STATEMENTS
TELEWEST GLOBAL, INC.
CONSOLIDATED BALANCE SHEETS
(IN DOLLARS EXCEPT, SHARE DATA)
(UNAUDITED)
JUNE 30, DECEMBER 31,
2004 2003
------------ ------------
ASSETS
Current assets:
Other receivables $ - $ 10
------------ ------------
TOTAL ASSETS $ - $ 10
============ ============
LIABILITIES AND SHAREHOLDER'S DEFICIT
Other liabilities $ 278,708 $ 337,655
------------ ------------
TOTAL LIABILITIES 278,708 337,655
------------ ------------
SHAREHOLDER'S DEFICIT
Preferred stock - $0.01 par value;
authorized 5,000,000 shares,
issued none (2004 and 2003) - -
Common stock - $0.01 par value;
authorized 1,000,000,000
shares, issued 1 (2004 and 2003) - -
Additional paid-in capital 349,792 10
Accumulated deficit (628,500) (337,655)
------------ ------------
TOTAL SHAREHOLDER'S DEFICIT (278,708) (337,645)
------------ ------------
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDER'S DEFICIT $ - $ 10
============ ============
See accompanying notes to the consolidated financial statements
TELEWEST GLOBAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN DOLLARS)
(UNAUDITED)
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
2004 2004
-------------------------------------
REVENUE $ - $ -
Operating costs and expenses (182,768) (290,845)
-------------------------------------
OPERATING LOSS (182,768) (290,845)
Other expenses - -
-------------------------------------
LOSS BEFORE INCOME TAXES (182,768) (290,845)
Income taxes - -
-------------------------------------
NET LOSS $ (182,768) $ (290,845)
=====================================
See accompanying notes to the consolidated financial statements
TELEWEST GLOBAL, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY/(DEFICIT) AND COMPREHENSIVE INCOME
(IN DOLLARS EXCEPT, SHARE DATA)
(UNAUDITED)
COMMON ADDITIONAL COMPREHENSIVE ACCUMULATED TOTAL
STOCK PAID-IN INCOME DEFICIT
CAPITAL
----------------------------------------------------------------------------------------------
Balance at
December 31, 2003 $ - $ 10 $ - $ (337,655) $ (337,645)
Capital contribution - 349,782 - - 349,782
Net loss - - - (290,845) (290,845)
----------------------------------------------------------------------------------------------
Balance at June
30, 2004 $ - $ 349,792 $ - $ (628,500) $ (278,708)
----------------------------------------------------------------------------------------------
There was no other comprehensive income in the six months ended June 30, 2004.
See accompanying notes to the consolidated financial statements
TELEWEST GLOBAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN DOLLARS)
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS
JUNE 30, 2004 ENDED JUNE 30,
2004
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (182,768) $ (290,845)
Adjustments to reconcile net loss to net cash used in operating
activities:
Decrease in other receivables 10 10
Decrease in other liabilities (167,024) (58,947)
- ------------------------------------------------------------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES (349,782) (349,782)
- ------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from capital contribution 349,782 349,782
- ------------------------------------------------------------------------------------------------------------------------------
CASH PROVIDED BY FINANCING ACTIVITIES 349,782 349,782
- ------------------------------------------------------------------------------------------------------------------------------
Net increase/(decrease) in cash and cash equivalents - -
Cash and cash equivalents at beginning of period - -
- ------------------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ - $ -
- ------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to the consolidated financial statements
TELEWEST GLOBAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
QUARTER ENDED JUNE 30, 2004
1 Organization and History
Telewest Global, Inc. ("the Company") was incorporated in the US state of
Delaware on November 12, 2003, as a wholly owned subsidiary of Telewest
Communications plc ("Telewest Communications"). The Company acquired the
entire issued share capital of Telewest UK Limited ("Telewest UK"), a
subsidiary newly formed under the laws of England and Wales, on November
26, 2003.
On July 13, 2004, the Company entered into a transfer agreement with
Telewest Communications and Telewest UK to acquire substantially all of the
assets of Telewest Communications. The financial restructuring of Telewest
Communications was declared effective on July 15, 2004 and the Company
became the ultimate holding company for the operating companies of Telewest
Communications. See note 8 - Recent Developments, for a further discussion
in respect of the completion of financial restructuring.
2 Basis of Preparation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles in the
United States of America and the rules of the Securities and Exchange
Commission ("SEC"). 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 and
six months ended June 30, 2004 will not be indicative of the results that
may be expected for the year ending December 31, 2004.
The consolidated balance sheet at December 31, 2003 has been derived from
the audited consolidated financial statements at that date.
The accompanying unaudited consolidated financial statements have been
prepared in US dollars, which represents the appropriate reporting currency
of the Telewest Global, Inc. group for the period covered by this quarterly
report. Telewest Global, Inc. was incorporated with the expectation of
acquiring substantially all of the assets of Telewest Communications upon
completion of its financial restructuring. The financial restructuring was
completed on July 15, 2004, following the acquisition of substantially all
of Telewest Communications' assets on July 14, 2004. The businesses
acquired from Telewest Communications operate solely in the United Kingdom
and therefore substantially all the Company's revenues and expenses are now
derived from the United Kingdom. The Company will therefore adopt pounds
sterling as its reporting currency for all subsequent filings.
3 Summary of Significant Accounting Policies
Principles of consolidation
The consolidated financial statements include the accounts of the Company
and those of its wholly owned subsidiary, Telewest UK. All significant
inter-company accounts and transactions have been eliminated upon
consolidation. All acquisitions have been accounted for under the purchase
method of accounting.
4 Business Combination
The Company acquired the entire issued share capital of Telewest UK on
November 26, 2003, for a consideration of $2.
5 Other Liabilities
JUNE 30, 2004 DECEMBER 31, 2003
Professional service fees $ - $ 236,927
Directors fees and expenses payable 269,667 78,100
Franchise tax liability 9,041 22,628
------------------ -------------------
$ 278,708 $ 337,655
================== ===================
6 Shareholder's Equity
On November 26, 2003, the Company issued one share of common stock - par
value $0.01 to Telewest Communications for a consideration of $10.
On June 23, 2004, the Company entered into a capital contribution agreement
with Telewest Communications, providing funding to allow the Company to
meet its obligations. The agreement provided financial support up to July
14, 2004, the date of the transfer of substantially all of Telewest
Communications' assets. During the three months ended June 30, 2004, a
total capital contribution of $349,782 was made by Telewest Communications
to the equity of the Company. No shares were issued in connection with the
capital contribution.
As a result of Telewest Communications' financial restructuring being
declared effective on July 15, 2004, the Company issued 245,000,000 shares
of common stock. These shares were issued to an escrow agent for subsequent
distribution to Telewest Communications' shareholders and creditors as
determined by its scheme of arrangement. See note 8 - Recent Developments,
for a further discussion in respect of the completion of financial
restructuring.
7 Related Party Transactions
In the normal course of business, the Company has entered into a number of
arrangements with Telewest Communications. These arrangements include the
directors and officers liability insurance policy applicable to Telewest
Communications being extended to cover the directors and officers of the
Company, and also shared service arrangements in respect of certain
employees and facilities of Telewest Communications. No costs in respect of
these arrangements have been borne by the Company during the three months
and six months ended June 30, 2004.
8 Recent Developments
On July 13, 2004, the Company, Telewest Communications and Telewest UK
entered into a transfer agreement (the "Transfer Agreement"). The Transfer
Agreement provides for the transfer of substantially all of the assets of
Telewest Communications (including the shares in Telewest Communications
Networks Limited and its other operating companies, but excluding the
shares in Telewest Finance (Jersey) Limited and one share of the Company's
common stock) to Telewest UK. The asset transfer contemplated by the
Transfer Agreement was completed on July 14, 2004.
On July 15, 2004, Telewest Communications' financial restructuring became
effective. As a result, all outstanding notes and debentures of Telewest
Communications and its Jersey-based finance subsidiary have been cancelled.
A total of 241,325,000 shares, or 98.5%, of the Company's common stock were
distributed by an escrow agent to the holders of Telewest Communications
and its Jersey-based finance subsidiary's notes and debentures and certain
other scheme creditors. The remaining 3,675,000 shares, or 1.5%, of the
Company's common stock were distributed to Telewest Communications'
existing shareholders. As part of the financial restructuring, on July 15,
2004, the Company also successfully completed the amendment of the senior
secured credit facility held by one of the operating subsidiaries of
Telewest Communications, transferred to the Company on July 14, 2004. As a
condition to completing the amendment to the senior secured credit
facility, approximately (pound)160 million outstanding on the prior senior
secured credit facility was repaid. The amended facility provides for fully
committed facilities of (pound)2,030 million.
Trading in the Company's common stock on the Nasdaq National Market
commenced on July 19, 2004 under the symbol "TLWT."
As a result of the completion of Telewest Communications' financial
restructuring on July 15, 2004, the Company adopted "fresh start"
accounting in accordance with Statement of Position 90-7 "Financial
Reporting by Entities in Reorganization Under the Bankruptcy Code" of "SOP
90-7," issued by the American Institute of Certified Public Accountants,
with effect from July 1, 2004. Under SOP 90-7, the Company has established
a new accounting basis, and recorded its existing assets and liabilities at
their respective fair values. As a result of the application of "fresh
start" accounting, the Company's balance sheet and results of operations
for the three months ending September 30, 2004 and for each reporting
period thereafter will not be comparable in many material respects to the
balance sheet and results of operations reflected in Telewest
Communications' historical financial statements for periods prior to July
1, 2004. In addition, the final results of operations of Telewest
Communications will probably include a gain on the extinguishment of
Telewest Communications' outstanding notes and debentures. This may make it
more difficult to compare the Company's performance with the historical
performance of Telewest Communications.
Some of the statements in this quarterly report constitute "forward-looking
statements" which the Company believe to be "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements relate to future events or the future financial
performance of the Company, including, but not limited to, expected capital
expenditures, future cash sources and requirements and liquidity that
involve known and unknown risks, uncertainties and other factors that may
cause the Company's and the Company's businesses actual results, levels of
activity, performance or achievements to be materially different from those
expressed or implied by any forward-looking statements. In some cases, you
can identify forward-looking statements by terminology such as "may",
"will," "could," "would," "should," "expect," "plan," "anticipate,"
"intend," "believe," "estimate," "predict," "potential," or "continue" or
the negative of those terms or other comparable terminology.
There are a number of important factors that could cause our actual results
and future development to differ materially from those expressed or implied
by those forward-looking statements, including, but not limited to:
o our ability to refinance our amended senior credit facility at
its final term;
o our ability to fund our operations through operating cash flow,
in particular given our obligations to service our substantial
indebtedness;
o our ability to comply with financial and performance covenants in
our amended senior secured facility, as non-compliance may lead
to additional restrictions on us or accelerated repayment
obligations;
o changes that may be made to our business, operations and current
long-range plan by our new board of directors;
o the extent to which we are able to compete with other providers
of broadband internet services, including British
Telecommunications plc;
o the extent to which consumers regard cable telephony as an
attractive alternative to telephony services provided by, for
example British Telecommunications plc, or the emergence of
voice-over-internet protocol as a viable alternative to cable
telephony;
o the extent to which we are able to successfully compete with
mobile network operators;
o the extent to which we are able to retain our current customers
and attract new customers;
o the extent to which we are able to migrate customers to
additional products or services or to high-margin products or
services;
o the extent to which regulatory and competitive pressures in the
UK telephony market continue to reduce prices;
o the extent to which UK and EU merger control laws restrict our
ability to expand through mergers or acquisitions;
o our ability to develop and introduce attractive interactive and
high-speed data services in a rapidly changing and highly
competitive technological and business environment;
o our ability to penetrate markets and respond to changes or
increases in competition;
o our ability to compete against digital television service
providers, including British Sky Broadcasting Group plc and
Freeview, by increasing our digital customer base;
o our ability to compete with other internet services providers;
o our ability to achieve, or realize benefits from, any further
consolidation in the UK cable industry
o our ability to have an impact on, or respond to, new or changed
government regulations;
o our ability to improve operating efficiencies, including through
cost reductions;
o our ability to maintain and upgrade our network in a
cost-efficient and timely manner;
o adverse changes in the price or availability of telephony
interconnection or cable television programming;
o our ability to compete effectively in the advertising-sales,
program distribution and programming supply markets; and
o disruption in our supply of programming, services and equipment.
Unless otherwise required by applicable securities laws, we disclaim any
intention or obligation to publicly update or revise any of the
forward-looking statements after the date of this quarterly report to
conform them to actual results, whether as a result of new information,
future events or otherwise. All of the forward-looking statements are
qualified in their entirety by reference to the factors discussed under the
caption "Risk Factors" in the Registration Statement on Form S-1 (No.
333-115508) filed by the Company. with, and declared effective by, the US
Securities and Exchange Commission on July 16, 2004, which describe risks
and factors that could cause results to differ materially from those
projected in those forward-looking statements.
These risk factors may not be exhaustive. Other sections of this quarterly
report may describe additional factors that could adversely impact the
Company's business and financial performance. The Company operates in a
continually changing business environment, and new risk factors may emerge
from time to time. Management cannot anticipate all of these new risk
factors, nor can they definitively assess the impact, if any, of new risk
factors on the Company or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those projected
in any forward-looking statements. Accordingly, forward- looking statements
should not be relied upon as a prediction of actual results.
ITEM - 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
Telewest Global, Inc. (the "Company") was incorporated in the US state of
Delaware on November 12, 2003, as a wholly owned subsidiary of Telewest
Communications plc ("Telewest Communications"). The Company acquired the
entire issued share capital of Telewest UK Limited (Telewest UK), a
subsidiary newly formed under the laws of England and Wales, on November
26, 2003.
On July 13, 2004, the Company entered into a transfer agreement with
Telewest Communications and Telewest UK to acquire substantially all the
assets of Telewest Communications. The financial restructuring of Telewest
Communications was declared effective on July 15, 2004 and the Company
became the ultimate holding company for the operating companies of the
Telewest group. For a further discussion of financial restructuring see
note 8 to the Company's consolidated financial statements as disclosed in
Item - 1 Financial Statements, of this quarterly report.
The presentation of the Company's financial results of operations for the
three months ending September 30, 2004 and all subsequent reporting periods
will differ from that of Telewest Communications due to the financial
restructuring, and it may be difficult to compare the Company's future
performance to the historical performance of Telewest Communications. In
particular, as result of the completion of Telewest Communications'
financial restructuring:
o (pound)3,282 million of notes and debentures and (pound)479
million of unpaid accrued interest reflected on the Telewest
Communications' balance sheet, were extinguished resulting in the
transfer of post-restructuring liabilities of approximately
(pound)2,800 million to the Company. In addition, as part of the
financial restructuring, the senior secured credit facility
entered into by Telewest Communications Networks Limited, now a
wholly owned subsidiary of the Company, was amended. As part of
the amendment process, approximately (pound)160 million
outstanding under the prior facility was repaid. The final
results of operations of Telewest Communications will probably
include a gain on the extinguishment of its outstanding notes and
debentures, and the Company's future indebtedness and related
interest expense will be substantially reduced.
o The Company adopted "fresh start" accounting in accordance with
SOP 90-7, with effect from July 1, 2004. Under SOP 90-7, the
Company has established a new accounting basis, and recorded its
existing assets and liabilities at their respective fair values.
As a result of the application of "fresh start" accounting, the
Company's balance sheet and results of operations for the three
months ending September 30, 2004 and for each reporting period
thereafter will not be comparable in many material respects to
the balance sheet and results of operations reflected in Telewest
Communications' historical financial statements for periods prior
to July 1, 2004.
o The Company will adopt pounds sterling as its reporting currency
and will, in contrast to Telewest Communications, only present
its results in the future in accordance with US GAAP. See note 2
to the Company's consolidated financial statements as disclosed
in Item - 1 Financial Statements, of this quarterly report.
The Company intends to adopt the same reportable business segments as
Telewest Communications for all subsequent filings.
RESULTS OF OPERATIONS
THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2004
Revenue
The Company did not operate during the period covered by this quarterly
report, and has not generated any revenue subsequent to its formation on
November 12, 2003, through June 30, 2004. The Company was not incorporated
during the three months and six months ended June 30, 2003.
Following completion of Telewest Communications' financial restructuring,
the Company now operates and generates revenues in the UK broadband
communications and media sectors. For a further discussion of financial
restructuring see note 8 to our consolidated financial statements as
disclosed in Item - 1 Financial Statements, of this quarterly report.
Operating costs and expenses
For the three months and the six months ended June 30, 2004, operating
costs and expenses were $182,768 and $290,845, respectively. These costs
and expenses have been incurred in respect of the appointment of the
Company's board of directors and related remuneration and expenses.
Following completion of Telewest Communications' financial restructuring,
the Company now operates in the UK broadband communications and media
sectors. As a result of the completion of financial restructuring, future
operating costs and expenses will increase materially from those incurred
during the period covered by this quarterly report. For a further
discussion of financial restructuring see note 8 to our consolidated
financial statements as disclosed in Item - 1 Financial Statements, of this
quarterly report.
LIQUIDITY AND CAPITAL RESOURCES
During the period covered by this quarterly report, Telewest Communications
provided financial support to the Company and Telewest UK ensuring that
liabilities could be met as they fell due. Such financial support was
provided by means of a capital contribution and continued to be so until
July 14, 2004, the date which the assets of the Telewest business were
transferred to the Company. For the three months and six months ended June
30, 2004, cash provided by financing activities of $349,782 was derived
solely from capital contributions, which were applied to settle operating
costs and expenses, resulting in cash used by operating activities of
$349,782. There was no change in cash and cash equivalents for the three
months and six months ended June 30, 2004.
Upon completion of the financial restructuring, a wholly owned indirect
subsidiary of the Company entered into an amended senior secured credit
facility with its senior lenders. The Company will need to service interest
payments on the amended senior secured credit facility from cash flow from
operations and existing cash and cash equivalents and will need to repay
most of the approximately (pound)1.84 billion outstanding on the amended
senior secured credit facility on or before December 31, 2005. Telewest
Communications had (Pound)452 million of cash and cash equivalents at June
30, 2004, a substantial portion of which was acquired by the Company upon
completion of financial restructuring. The Company does not expect to be
able to generate sufficient cash flow to repay that debt on December 31,
2005 and will therefore need to refinance a substantial portion of the
amended senior secured credit facility before that date.
The Company anticipates that its principal source of funds will be proceeds
from the amended senior secured credit facility, additional vendor
financing, if available, possible strategic sales of assets, existing cash
and cash equivalents and cash provided by operating activities. Future
actual funding requirements could exceed currently anticipated
requirements. Differences may result from higher-than-anticipated costs,
including higher interest costs on the amended senior secured credit
facility as a result of higher interest rates generally, higher capital
expenditure and/or lower than anticipated revenues.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our significant accounting policies are described in Note 1 to our
consolidated financial statements as disclosed in Item - 1 Financial
Statements, of this quarterly report.
ITEM - 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
During the period covered by this quarterly report, the Company was not
subject to market risk as a result of all funding being provided by
Telewest Communications in the form of a capital contribution and the
Company not trading.
INTEREST RATE RISK
As a result of the completion of Telewest Communications' financial
restructuring and the transfer of substantially all of the assets and post
restructuring liabilities, the Company has been subject to interest rate
risk on its amended senior secured credit facility since July 15, 2004. The
amended senior secured credit facility provides total committed borrowing
facilities of (pound)2,030 million, of which (pound)1,840 million are
currently drawn down by the Company and have been since July 15, 2004. The
Company has sought to reduce its exposure to adverse interest rate
fluctuations on borrowings under the amended senior secured credit
facility, principally through interest rate swaps. The aggregate value of
interest rate swaps is currently (pound)1,399 million, leaving an unhedged
amount of (pound)441 million.
FOREIGN CURRENCY EXCHANGE RATE RISK
The Company was not subject to foreign currency exchange rate risk during
the period covered by this quarterly report, as it did not trade.
Subsequent to the financial restructuring, substantially all of the
Company's revenues and operating costs and expenses will be incurred in
pounds sterling; its reporting currency for all subsequent filings. As a
result, the Company does not presently hold derivative financial
instruments to hedge against the fluctuation in the pound sterling/US
dollar exchange rate or the fluctuation of the pound sterling against any
other currency.
ITEM - 4 CONTROLS AND PROCEDURES
Our Acting Chief Executive Officer and Chief Financial Officer have, with
the participation of management, evaluated the effectiveness of the design
and operation of our disclosure controls and procedures as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 as of the
end of the period covered by this report. Based on that evaluation, the
Acting Chief Executive Officer and Chief Financial Officer have concluded
that such disclosure controls and procedures are effective in permitting us
to comply with our disclosure obligations and ensure that the material
information required to be disclosed is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the
SEC. There were no changes in our internal control over financial reporting
during the quarter ended June 30, 2004 that have materially affected, or
are reasonably likely to materially affect, our internal controls over
financial reporting.
PART II - OTHER INFORMATION
ITEM - 1 LEGAL PROCEEDINGS
Not applicable.
ITEM - 2 CHANGES IN SECURITIES, USE OF PROCEEDS
As part of Telewest Communications' financial restructuring, on July 19,
2004 an escrow agent completed the distribution of 241,325,000 shares of
the Company's common stock to certain creditors of Telewest Communications
in exchange for the cancellation of all of the outstanding notes and
debentures of Telewest Communications and its subsidiary, Telewest Finance
(Jersey) Limited, and 3,675,000 shares of the Company's common stock to
Telewest Communications' shareholders. The creditors received shares of our
common stock pursuant to an English-court sanctioned scheme of arrangement,
which was exempt from the registration requirements of the Securities Act,
pursuant to Section 3(a)(10) of the Securities Act. The shareholders
received shares of our common stock pursuant to an effective registration
statement on Form S-4 (Registration No. 333-110815). No underwriters were
involved in the issuance and sale of these securities.
ITEM - 3 DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM - 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM - 5 OTHER INFORMATION
Not applicable.
ITEM - 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.1 Letter Agreement, dated June 9, 2004, between Eric J. Tveter and
Telewest Global, Inc. (Incorporated by reference to Telewest
Global, Inc.'s Registration Statement on Form S-1 as filed with
the Securities Exchange Commission on July 16, 2004 (Registration
No. 333-115508).)
10.2 Escrow Agent Agreement among Telewest Communications plc,
Telewest Finance (Jersey) Limited, The Bank of New York,
Innisfree Incorporated and Telewest Global, Inc. (Incorporated by
reference to Telewest Global, Inc.'s Quarterly Report for the
period ended March 31, 2004 on Form 10-Q, as filed with the
Securities and Exchange Commission on June 16, 2004).
31.1 Certification of Acting Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Acting Chief Executive Officer pursuant Section
906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
No filings on Form 8-K were made during the three months ended June 30,
2004.
SIGNATURE
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 thereunto duly authorized.
Telewest Global, Inc.
-----------------------------------
(registrant)
Date: July 29, 2004
-----------------------------------
Name: Neil Smith
Chief Financial Officer