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) DECEMBER 3, 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 Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
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)
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Item 5. Other Events.
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A. On December 3, 1999, NTL Incorporated ("NTL") announced that it had
completed the purchase of the final franchise area in its previously announced
acquisition of the "1G Networks" of France, its first broadband venture in
Continental Europe. In May 1999, following a competitive tendering process,
France Telecom and France Telecom Cable announced that NTL was the winning
bidder to acquire the 1G Networks of France Telecom representing five franchise
areas and over 266,000 franchise homes. The purchase of four of the five
franchises was completed in August 1999. NTL acquired the 1G Networks for 350.9
million French Francs (approximately US $53.7 million).
B. On December 13, 1999, NTL announced that it had reached an agreement to
acquire the Cablecom Group ("Cablecom") from Swisscom AG, Siemens Schweiz AG and
VEBA for approximately $3.7 billion (on a debt free, cash free basis).
Cablecom's 1998 revenues were $388 million and EBITDA was $145 million. Cablecom
is Switzerland's largest cable operator with 1.38 million subscribers
(reflecting a penetration rate of 96% in its service areas) and delivers signals
via its national fibre backbone to other cable operators who serve a further
300,000 cable homes.
Item 7. Financial Statements and Exhibits
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Exhibits
99.1 Press release, issued December 3, 1999
99.2 Press release, issued December 13, 1999
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SIGNATURES
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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: Executive Vice President-
General Counsel
Dated: December 15, 1999
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EXHIBIT INDEX
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Exhibit Page
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99.1 Press release, issued December 3, 1999
99.2 Press release, issued December 13, 1999
EXHIBIT 99.1
NTL COMPLETES ACQUISITION OF FRANCE TELECOM'S "1G NETWORKS"
NEW YORK, NEW YORK (December 3, 1999) - NTL Incorporated (NASDAQ: NTLI; EASDAQ:
NTLI) announced that it has completed the purchase of the final franchise area
in its previously announced acquisition of the "1G Networks" of France, its
first broadband venture in Continental Europe. In May 1999, following a
competitive tendering process, France Telecom and France Telecom Cable announced
that NTL was the winning bidder to acquire the 1G Networks of France Telecom
representing five franchise areas and over 266,000 franchise homes. The purchase
of four of the five franchises was completed in August 1999. NTL acquired the 1G
Networks for 350.9 million French Francs (approximately US $53.7 million).
The 1G networks are principally in the Greater Paris area, providing NTL with a
strategic entry point into France. 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 holds 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.
*****
For further information contact: In the U.S.: John F. Gregg, Senior Vice
President-Chief Financial Officer; Tamar Gerber, Associate Director-Corporate
Development; or Richard J. Lubasch, Executive Vice President-General Counsel; 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]
EXHIBIT 99.2
FOR IMMEDIATE RELEASE
NTL ANNOUNCES AGREEMENT TO ACQUIRE
SWISS CABLE MARKET LEADER
New York, New York (December 13, 1999) - NTL Incorporated (NASDAQ: NTLI; EASDAQ:
NTLI.ED) announced today that it had reached agreement to acquire the Cablecom
Group ("Cablecom") from Swisscom AG, Siemens Schweiz AG and VEBA for
approximately $3.7 billion (on a debt free, cash free basis). Cablecom's 1998
revenues were $388 million and EBITDA was $145 million.
Cablecom is Switzerland's largest cable operator with 1.38 million subscribers
(reflecting a penetration rate of 96% in its service areas) and delivers signals
via its national fibre backbone to other cable operators who serve a further
300,000 cable homes. Over 90% of television broadcasting in Switzerland is
delivered over cable networks. Cablecom has a 53% share of the Swiss cable
market and is the major cable operator in 11 of Switzerland's 15 largest cities.
Cablecom has been the catalyst for the consolidation of the Swiss cable market
and recently launched digital television and high-speed internet services.
Cablecom also owns SwissOnline, the second largest ISP in Switzerland and one of
the country's most popular portals with approximately 140,000 customers.
Cablecom already has a telecommunications licence to provide data (Internet,
leased lines and ATM) and value added services throughout Switzerland and it
will shortly submit an application to extend the licences for the provisioning
of voice telephony. Cablecom's network is currently being upgraded as part of an
investment programme going through 2003, with over $250 million spent in the
last two years. The network upgrade programme will include the completion of a
national fibre ring which is expected to cover approximately 75% of Switzerland
by the end of 2001 as one of only two national fibre rings in the country.
continued ....
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Through this acquisition, NTL will become the largest alternative fixed link
telecoms operator in the fast growing Swiss telecoms market.
NTL will acquire the cable assets of Cablecom Holdings AG together with its
subsidiaries. Part of the purchase price will take the form of the assumption or
discharge of indebtedness of the Cablecom Group. Completion of the acquisition
is conditioned on certain regulatory approvals being obtained and is expected to
occur in the first quarter of 2000.
NTL has reached agreement with Morgan Stanley Dean Witter and The Chase
Manhattan Bank to finance $2.3 billion of the purchase price for the
transaction. NTL is assessing a number of proposals to finance the balance of
the purchase price and Morgan Stanley Dean Witter and The Chase Manhattan Bank
have indicated their confidence regarding the availability of this financing.
Barclay Knapp, Chief Executive Officer of NTL commented: "We are delighted to
have reached agreement to acquire Cablecom. It is an extremely well managed
company, with a very high quality network, 96% customer penetration rates and
huge potential for growth from traditional and new CATV services, businesses and
residential telecoms and full service broadband communications.
In terms of our overall European strategy it is particularly important to have
acquired a network at the very heart of Europe and Cablecom is one of Europe's
premier communications assets. We look forward to working with the management
and staff of Cablecom to fully capitalise on Cablecom's future potential."
NTL will be the largest cable operator in the UK following the pending
acquisition of the consumer operations of Cable & Wireless Communications and is
currently the largest cable operator in the Republic of Ireland. NTL also owns
and operates networks in France.
continued ....
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For further information contact:
In the US:
John Gregg, Chief Financial Officer
Richard J. Lubasch, Executive Vice President - General Counsel
Bret Richter, Director - Corporate Development
Michael A. Peterson, Director - Corporate Development
001 212 906 8440
In the UK:
John Gregg, Chief Financial Officer
Jeff Wyman, Assistant General Counsel
Aizad Hussain, Director - Corporate Development
0171 909 2000
Alison Smith, 077881 86154
Will Robson, 07050 094371
Edward Bickham/Deborah Gray (Hill and Knowlton)t 0171 413 3000
or via e-mail at [email protected]
Note to Editors
More on NTL: NTL uses world-leading technology to deliver telephone, tv,
internet and interactive services to homes and businesses. 22 million homes
watch ITV, C4 and C5 thanks to NTL's transmission network: 5.6 million of those
homes are within its "speed of light" fibre-optic broadband network. NTL helped
pioneer digital tv and is involved in digital terrestrial, cable and satellite
and launched the UK's first interactive service in March 1999. NTL's national
network carries such names as Virgin, Orange and AT&T. With businesses in
France, Ireland, Australia and Singapore, NTL's headquarters is in Hook,
Hampshire, UK. It has over 12,000 associates and is listed on NASDAQ and EASDAQ
In July 1999, NTL announced its intention to acquire the consumer operations of
Cable and Wireless Communications.
This announcement has been approved for the purposes of Section 57 of the
Financial Service Act 1986 by Wasserstein Perella and Co. Limited ("Wasserstein
Perella"). Wasserstein Perella, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting as financial adviser to NTL
in relation to the transaction and to no one else and will not regard any other
person as its customer or be responsible to anyone other than NTL for providing
the protection offered to customers of Wasserstein Perella or for providing
advice in relation to the transaction.
