SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) APRIL 30, 1999
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NTL INCORPORATED
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-25691 13-4051921
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
110 East 59th Street, New York, New York 10022
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code (212) 906-8440
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(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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On April 30, 1999, NTL Incorporated ("NTL") announced that its wholly-owned
subsidiary, NTL Australia, had completed the acquisition of the Australian
Transmission Network ("NTN").
NTL Australia purchased all of the shares of National Transmission Company
(the entity which now holds all of the NTN assets) for an aggregate purchase
price of approximately $650 million Australian ($423 million US).
ITEM 5. OTHER EVENTS.
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(A) On May 6, 1999 NTL announced its first broadband venture outside the
United Kingdom with a major acquisition in Ireland. It won the bid to acquire
Cablelink Limited, Ireland's largest cable television provider. Telecom Eireann
and Radio Telefis Eireann announced NTL as the successful bidder after a
competitive tendering process. The acquisition will make NTL the largest cable
and telephony provider in the United Kingdom and Ireland.
Cablelink provides multi-channel television and information services
through cable and Microwave Multipoint Distribution Systems (MMDS) systems in
Dublin, Galway and Waterford. With a customer base of over 360,000 subscribers,
Cablelink currently has an 83% penetration rate in its cable broadband network
which passes 420,000 homes. Cablelink holds licenses to provide analog and
digital television services over cable and MMDS in its franchises for 15 years,
with exclusive rights for five years. It also has a full service license
allowing it to provide public telephony, Internet and other value-added services
throughout Ireland.
NTL will acquire Cablelink for 535.180 million Irish Pounds (approximately
US$730 million; 445 million pounds sterling). This will be financed in the
immediate term from existing resources. In addition, NTL has secured a bridge
debt financing commitment for the full purchase price. NTL expects to close the
acquisition in the second quarter.
(B) On May 10, 1999 NTL announced its first broadband venture in
Continental Europe with a significant planned acquisition in France. Following a
competitive bidding process, France Telecom and France Telecom Cable announced
that NTL is the winning bidder to acquire the "1G Networks" of France Telecom
representing over 266,000 franchise homes.
The 1G Networks provide multi-channel television services in four franchise
areas in Ile-de-France (Greater Paris) totalling 176,000 homes and a further
90,000 homes in Toulon, France's tenth largest city along the southern coast.
The 1G Networks currently have 50,700 basic and 25,300 master antenna
subscribers. NTL will hold exclusive licenses to provide analog and digital
television services over the 1G Networks and intends to complement TV services
with telephone and Internet services in the future.
NTL will acquire the 1G Networks for 350 million French Francs
(approximately US$57 million). This will be initially funded from internal
sources. The closing of the transaction is expected in the third quarter subject
to regulatory approvals.
<PAGE>
Copies of the press releases are attached hereto as exhibits and
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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Exhibits
99.1 Press release, issued April 30, 1999
99.2 Press release, issued May 6, 1999
99.3 Press release, issued May 10, 1999
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NTL INCORPORATED
(Registrant)
By: /s/ Richard J. Lubasch
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Name: Richard J. Lubasch
Title: Senior Vice President-
General Counsel
Dated: May 12, 1999
<PAGE>
EXHIBIT INDEX
Exhibit Page
99.1 Press release, issued April 30, 1999
99.2 Press release, issued May 6, 1999
99.3 Press release, issued May 10, 1999
EXHIBIT 99.1
For Immediate Release
NTL INCORPORATED COMPLETES ACQUISITION OF AUSTRALIAN
TRANSMISSION NETWORK
New York, New York (April 30, 1999) - NTL Incorporated (NASDAQ: NTLI; EASDAQ:
NTLI.ED) announced today that its wholly-owned subsidiary, NTL Australia, has
completed the previously announced acquisition of the Australian Transmission
Network ("NTN").
NTN operates from over 560 tower sites and provides exclusive television and
radio transmission services to Australia's only national TV and radio
broadcasters, ABC and SBS. In addition, NTN serves regional and community TV and
radio broadcasters, and provides equipment hosting services to telecom operators
and emergency service communications providers on its towers. NTN's customers
include Telstra, WIN Television, Prime Television, Vodafone and Air Services
Australia. NTN holds long term contractual relationships with the majority of
its customers.
NTL Australia purchased all of the shares of National Transmission Company (the
entity which now holds all of the NTN assets) for an aggregate purchase price of
approximately $650 million Australian ($423 million US).
NTL also announced that its wholly-owned subsidiary NTL Communications Corp.
(formerly NTL Incorporated) funded $500 million to NTL Incorporated, principally
to finance the acquisition of NTN.
NTL is a leading alternative telecommunications company in the United Kingdom.
The company offers local business and residential telephony, residential cable
television and Internet services over advanced broadband fiber networks in six
major franchise areas in the UK. Through its national telecoms services
division, the company owns and operates one of only five independent national
telecoms networks in the UK, and offers national business telecoms, national and
international carrier telecommunications services, and satellite and radio
communications services. The company's broadcast services division operates a
national broadcast transmission network of more than 1,300 owned and shared
transmission sites, and offers digital and analog broadcast transmission
services to major television and radio stations nationwide in the UK.
*******
For further information contact: In the U.S.: John F. Gregg, Managing Director -
Corporate Development; Bret Richter, Director - Corporate Development; Richard
J. Lubasch, Senior Vice President - General Counsel; or Kathy Makrakis, Director
- - Investor Relations at (212) 906-8457; in the UK: Alison Smith at 01252-402662;
or via e-mail at [email protected].
EXHIBIT 99.2
FOR IMMEDIATE RELEASE
NTL ANNOUNCES ACQUISITION OF LARGEST CABLE TELEVISION OPERATOR IN IRELAND
INCREASES SUBSCRIBER BASE BY ONE THIRD TO BECOME LARGEST CABLE AND TELEPHONE
PROVIDER IN UK AND IRELAND
NEW YORK, NEW YORK (May 6, 1999) - NTL Incorporated (NASDAQ: NTLI; EASDAQ;
NTLI.ED) announced its first broadband venture outside the United Kingdom with a
major acquisition in Ireland. It has won the bid to acquire Cablelink Limited,
Ireland's largest cable television provider. Telecom Eireann and Radio Telefis
Eireann announced NTL as the successful bidder after a competitive tendering
process. The acquisition will make NTL the largest cable and telephony provider
in the United Kingdom and Ireland.
Cablelink provides multi-channel television and information services through
cable and Microwave Multipoint Distribution Systems (MMDS) systems in Dublin,
Galway and Waterford. With a customer base of over 360,000 subscribers,
Cablelink currently has an 83% penetration rate in its cable broadband network
which passes 420,000 homes. Cablelink holds licenses to provide analog and
digital television services over cable and MMDS in its franchises for 15 years,
with exclusive rights for five years. It also has a full service license
allowing it to provide public telephony, Internet and other value-added services
throughout Ireland.
NTL will acquire Cablelink for 535.180 million Irish Pounds (approximately
US$730 million; 445 million pounds sterling). This will be financed in the
immediate term from existing resources. In addition, NTL has secured a bridge
debt financing commitment for the full purchase price. NTL expects to close the
acquisition in the second quarter.
NTL intends to play a leading role in Ireland, providing an integrated range of
advanced broadband multi-media services, including digital television, telephony
and Internet services. NTL plans to upgrade the existing Cablelink network to a
fibre trunk network, which will allow a rapid rollout of these services. Over
the next several years, NTL expects that all of Cablelink's customers will be
served by a 750MHz two-way digital cable network capable of delivering 300+
television channels, voice telephony and high-speed Internet access. The
acquisition will also further NTL's previously announced plans to launch
business telecoms services in key markets in Ireland.
-continued-
<PAGE>
Commenting on today's announcement, Barclay Knapp, President and CEO of NTL,
said, "This acquisition is a major strategic advance for NTL. The purchase of
Cablelink increases our subscribers by 360,000, and allows us to better
integrate our operations in Northern Ireland and the Republic of Ireland, paving
the way for the introduction of advanced services in one of the most rapidly
growing economies in Europe. We are uniquely positioned to bring Dublin and the
Republic of Ireland the broadband services which reflect their position as an
emerging center of information technology in Europe. NTL has about double the
level of penetration in the UK achieved by its competitors (44%) and a churn
rate of less than 13%. This comes from our strong consumer focus and our
bringing together of the full range of communications services. While every
country is different, we now hope to use this experience to good effect in
Ireland."
NTL is a leading telecommunications and media company in the United Kingdom. The
company offers local business and residential telephony, cable television and
Internet services over advanced broadband fibre networks to 25% of homes in the
UK including the Northern Ireland cable franchise. Through its national telecoms
services division, the company owns and operates one of only five independent
national telecoms networks in the UK, and offers national business telecoms,
national and international carrier telecommunications services, and satellite
and radio communications services. The company's broadcast services division
operates a national broadcast transmission network of more than 1,300 owned and
shared transmission sites, and offers digital and analog broadcast transmission
services to major television and radio stations nationwide in the UK.
For further information contact:
U.S. NTL: (212) 906-8457 or via e-mail at [email protected]
John F. Gregg, Managing Director - Corporate Development
Bret Richter, Director - Corporate Development
Richard J. Lubasch , Senior Vice President - General Counsel
Jeffrey Wyman, Assistant General Counsel
Kathy Makrakis, Director - Investor Relations
UK: NTL: Alison Smith, Head of Group Communications: 01252 402662
Will Robson, Group PR Manager: 01252 402663
Hill & Knowlton: Edward Bickham :0171-413-3050
EXHIBIT 99.3
FOR IMMEDIATE RELEASE
NTL ENTERS CONTINENTAL EUROPE
ACQUIRES FRANCE TELECOM'S "1G NETWORKS"
NEW YORK, NEW YORK (May 10, 1999) - NTL Incorporated (NASDAQ: NTLI; EASDAQ:
NTLI.ED) announced its first broadband venture in Continental Europe with a
significant acquisition in France. Following a competitive tendering process,
France Telecom and France Telecom Cable have announced that NTL is the winning
bidder to acquire the "1G Networks" of France Telecom representing over 266,000
franchise homes.
The 1G Networks provide multi-channel television services in four franchise
areas in Ile-de-France (Greater Paris) totalling 176,000 homes and a further
90,000 homes in Toulon, France's tenth largest city along the southern coast.
The 1G Networks currently have 50,700 basic and 25,300 master antenna
subscribers. NTL will hold exclusive licenses to provide analog and digital
television services over the 1G Networks and intends to complement TV services
with telephone and Internet services in the future.
NTL will acquire the 1G Networks for 350 million French Francs (approximately
US$57 million). This will be initially funded from internal sources. The closing
of the transaction is expected in the third quarter subject to regulatory
approvals.
Commenting on today's announcement, Barclay Knapp, President and CEO of NTL,
said, "This transaction represents a major milestone for NTL, our first entry
into the broadband market of Continental Europe. The 1G networks are principally
in the Greater Paris area, providing NTL a strategic entry point into France,
which is clearly one of the key markets on the Continent. Over the next few
years, we will be upgrading these systems to the NTL standard in order to
provide additional television services, telephony, and high speed Internet
services. Due to the extremely high density of these franchises, and our ability
to utilise existing France Telecom duct capacity which was secured in this
transaction, these upgrades can be completed quickly and for only a fraction of
the usual cost.
"Given our significant success and consistent industry leading performance in
the UK, we look forward to utilising our experience to expand our enterprise
across the Channel. The size and growth of the communications market in France,
as well as the synergies which exist between France and the UK, make this
acquisition a perfect first step. We look forward to serving the French
community, as well as expanding upon this transaction to further increase NTL's
presence in Continental Europe."
-more-
<PAGE>
NTL is a leading alternative telecommunications company in the United Kingdom.
The company offers local business and residential telephony, cable television
and Internet services over advanced broadband fiber networks to 25% of homes in
the UK. Through its national telecoms services division, the company owns and
operates one of only five independent national telecoms networks in the UK, and
offers national business telecoms, national and international carrier
telecommunications services, and satellite and radio communications services.
The company's broadcast services division operates a national broadcast
transmission network of more than 1,300 owned and shared transmission sites, and
offers digital and analog broadcast transmission services to major television
and radio stations nationwide in the UK.
For further information contact: In the U.S.: John F. Gregg, Managing Director -
Corporate Development; Tamar Gerber, Associate Director- Corporate Development;
Richard J. Lubasch, Senior Vice President - General Counsel or Kathy Makrakis,
Director - Investor Relations at (212) 906-8457; in the UK: Alison Smith at
01252-402-662; Aizad Hussain, Director - Corporate Development at 01719-092-005,
or via e-mail at [email protected]
