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 1, 1999
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NTL INCORPORATED
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(Exact Name of Registrant as Specified in Charter)
Delaware * 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)
* This report is being filed with the Commission by the Registrant as a
Successor Issuer to NTL Communications Corp. by virtue of paragraph (a) of Rule
12g-3 under the Securities Exchange Act of 1934. The Commission File Number of
NTL Communications Corp. is 0-22616.
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Item 5. Other Events.
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(A) On April 1, 1999, NTL Incorporated (NASDAQ: NTLI; EASDAQ:NTLI.ED)
completed a corporate restructuring to create a holding company structure. The
holding company restructuring was accomplished through a merger under Section
251(g) of the Delaware General Corporation Law so that all stockholders of NTL
at the effective time of the merger became stockholders of the new holding
company, and NTL became a subsidiary of the new holding company.
The new holding company has taken the NTL Incorporated name and will trade
under the same NTLI (NASDAQ) and NTLI.ED (EASDAQ) symbols, with the same CUSIP
numbers as before. The holding company's subsidiary has changed its name to NTL
Communications Corp.
Stockholders are not required to take any action in connection with this
corporate restructuring. All outstanding shares will be converted into shares of
the holding company, in a non-taxable transaction, with the same voting powers,
designations, preferences and rights, and the same qualifications, restrictions,
and limitations, as the shares of NTL previously held by stockholders. The
shares of the holding company will continue to be represented by the same stock
certificates that previously represented shares of NTL capital stock.
The formation of the holding company was previously announced as a part of
the Company's effort to pursue opportunities outside of the United Kingdom and
Ireland. The Company had announced the first of these opportunities on March 18,
1999 when it announced that it was the successful bidder to acquire and operate
the Australian National Transmission Network. That acquisition is expected to
close in late April or early May 1999.
A copy of the press release is attached hereto as an exhibit and
incorporated herein by reference.
(B) This report is being filed with the Commission by the Registrant as a
Successor Issuer to NTL Communications Corp. by virtue of paragraph (a) of Rule
12g-3 under the Securities Exchange Act of 1934. The Commission File Number of
NTL Communications Corp. is 0-22616. The Form 8-K is being filed by NTL
Incorporated as a Successor Issuer as required by Paragraph (f) of Rule 12g-3
under the Securities Exchange Act of 1934.
Item 7. Financial Statements and Exhibits
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Exhibits
99 Press release, issued March 31, 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: Senior Vice President-
General Counsel
Dated: April 1, 1999
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EXHIBIT INDEX
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Exhibit Page
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99 Press release, issued March 31, 1999
For Immediate Release
NTL ANNOUNCES FORMATION OF HOLDING COMPANY
New York, New York (March 31, 1999) - NTL Incorporated (NASDAQ: NTLI;
EASDAQ:NTLI.ED) announced that effective April 1, 1999, at 8:30 a.m., Eastern
Time, it will have completed a corporate restructuring to create a holding
company structure. The holding company restructuring will be accomplished
through a merger under Section 251(g) of the Delaware General Corporation Law so
that all stockholders of NTL at the effective time of the merger will become
stockholders of the new holding company, and NTL will become a subsidiary of the
new holding company.
The new holding company will take the NTL Incorporated name and will trade
under the same NTLI (NASDAQ) and NTLI.ED (EASDAQ) symbols, with the same CUSIP
numbers as before. The holding company's subsidiary will simultaneously change
its name to NTL Communications Corp.
Stockholders are not required to take any action in connection with this
corporate restructuring. All outstanding shares will be converted into shares of
the holding company, in a non-taxable transaction, with the same voting powers,
designations, preferences and rights, and the same qualifications, restrictions,
and limitations, as the shares of NTL previously held by stockholders. The
shares of the holding company will continue to be represented by the same stock
certificates that previously represented shares of NTL capital stock.
The formation of the holding company was previously announced as a part of
the Company's effort to pursue opportunities outside of the United Kingdom and
Ireland. The Company had announced the first of these opportunities on March 18,
1999 when it announced that it was the successful bidder to acquire and operate
the Australian National Transmission Network. That acquisition is expected to
close in late April or early May 1999.
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For further information contact: In the U.S. : John Gregg, Managing Director -
Corporate Development; Michael Peterson, Director - Corporate Development;
Richard J. Lubasch, Senior Vice President - General Counsel or Kathy Makrakis,
Director - Investor Relations at (212) 906-8457; in the U.K.: Alison Smith at
01252-402-662; or via e-mail at [email protected].
