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) OCTOBER 25, 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 October 27, 1999, France Telecom purchased 3.3 million shares of NTL
Incorporated ("NTL") from various affiliated entities of Goldman, Sachs & Co.,
Inc. (the "Selling Shareholders"). In addition, pursuant to a registration
rights agreement, the Selling Shareholders gave notice to other shareholders
party to that agreement of their right to sell a proportionate amount of their
NTL shares to France Telecom. The Selling Shareholders have also agreed to a
restriction whereby shares not included in the sale to France Telecom would not
be transferable for 120 days during which no requests for registration under the
Securities Act of 1933 may be made.
Item 7. Financial Statements and Exhibits.
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Exhibits
99.1 Press release, dated as of October 25, 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: November 9, 1999
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EXHIBIT INDEX
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Exhibit Page
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99.1 Press release, dated as of October 25, 1999
Exhibit 99.1
FOR IMMEDIATE RELEASE
NTL SHAREHOLDERS WITHDRAW REQUEST FOR REGISTRATION STATEMENT FILING
FRANCE TELECOM TO BUY 3.3 MILLION SHARES
New York, New York; (October 25, 1999) - NTL Incorporated (Nasdaq: NTLI;
Easdaq: NTLI.ED) announced today that certain shareholders (the "Selling
Shareholders") with registration rights who had previously requested the filing
by the Company of a registration statement with the SEC for approximately
6,250,000 shares of common stock have withdrawn the request. France Telecom has
agreed to purchase 3.3 million of these shares. In addition, pursuant to a
registration rights agreement, the Selling Shareholders will give notice to
other shareholders party to that agreement of their right to sell a
proportionate amount of their NTL shares to France Telecom. The shares being
sold represent a portion of the shares of NTL common stock obtained by these
shareholders as consideration in an acquisition completed earlier this year. The
Selling Shareholders have also agreed to a restriction whereby shares not
included in the sale to France Telecom would not be transferable for 120 days
during which no requests for registration may be made.
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For further information contact: John F. Gregg, Senior Vice President - Chief
Financial Officer, Kathy Makrakis, Director - Investor Relations or Richard J.
Lubasch, Executive Vice President - General Counsel, at (212) 906-8440; or via
e-mail at [email protected].
