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 8, 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)
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Item 5. Other Events.
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On April 8, 1999, NTL Incorporated (Nasdaq: NTLI; Easdaq: NTLI.ED)
announced that its subsidiary, NTL Communications Corp., had priced an issue of
330 million pounds sterling of 9-3/4% Senior Deferred Coupon Notes due 2009. The
closing of the sale of the Notes is expected to occur on or about April 14,
1999. The Company intends to raise approximately 204.963 million pounds sterling
of gross proceeds from the offering of the Notes.
The Senior Deferred Coupon Notes will not have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities laws, and unless so registered, may not be offered or sold except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state securities
laws.
A copy of the press release is attached hereto as an exhibit and
incorporated herein by reference.
Item 7. Financial Statements and Exhibits
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Exhibits
99 Press release, issued April 8, 1999
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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: April 12, 1999
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EXHIBIT INDEX
Exhibit Page
99 Press release, issued April 8, 1999
For Immediate Release
PRESS RELEASE
NTL INCORPORATED
ANNOUNCES PRIVATE PLACEMENT OF
SENIOR DEFERRED COUPON NOTES
New York, New York (April 8, 1999) - NTL Incorporated (Nasdaq: NTLI;
Easdaq: NTLI.ED) announced that its subsidiary, NTL Communications Corp., had
priced an issue of 330 million pounds sterling of 9-3/4% Senior Deferred Coupon
Notes due 2009. The closing of the sale of the Notes is expected to occur on or
about April 14, 1999. The Company intends to raise approximately 204.963 million
pounds sterling of gross proceeds from the offering of the Notes.
The Senior Deferred Coupon Notes will not have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities laws, and unless so registered, may not be offered or sold except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state securities
laws.
Accordingly, the Senior Deferred Coupon Notes will be offered and sold
within the United States under Rule 144A only to "qualified institutional
buyers" and outside the United States in accordance with Regulation S under the
Securities Act.
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For further information contact: John F. Gregg, Managing Director - Corporate
Finance & Development; Michael A. Peterson, Director - Corporate Development;
Bret Richter, Director - Corporate Development; or Richard J. Lubasch, Senior
Vice President - General Counsel, at (212) 906-8440; in the UK: Alison Smith at
01252 402662; or via e-mail at [email protected].
