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) NOVEMBER 12, 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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(A) On November 12, 1999, NTL Incorporated ("NTL") announced that it had
been informed of the referral of its acquisition of certain assets of Cable &
Wireless Communications plc to the UK Competition Commission, despite the
contrary recommendation of the Director General of Fair Trading not to refer the
matter for further consideration.
(B) On November 12, 1999, NTL Communications Corp. ("CommCorp"), a
subsidiary of NTL, announced that it intends to complete a concurrent offering
of Euro Senior Notes Due 2006 (the "2006 Notes"), Euro Senior Notes Due 2009
(the "2009 Notes") and Euro Deferred Coupon Notes Due 2009, (the "Deferred
Notes").
Item 7. Financial Statements and Exhibits.
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Exhibits
99.1 Press release, issued November 12, 1999
99.2 Press release, issued November 12, 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 12, 1999
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EXHIBIT INDEX
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Exhibit Page
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99.1 Press release, issued November 12,1999
99.2 Press release, issued November 12, 1999
EXHIBIT 99.1
NTL Acknowledges Referral to the UK Competition Commission Despite
Contrary Recommendation of the Director General of Fair Trading
New York, New York (November 12, 1999) - NTL Incorporated (NASDAQ: NTLI; EASDAQ:
NTLI.ED, "the Company") announced that it acknowledges the referral of its
acquisition of certain assets of Cable and Wireless Communications plc to the UK
Competition Commission, despite the contrary recommendation of the Director
General of Fair Trading not to refer the matter for further consideration.
Barclay Knapp, Chief Executive of NTL, stated: "We will comply forthwith to
reach a rapid conclusion. We continue to believe the combination of the
companies is in the public interest, and note, as stated in the announcement of
the Department of Trade and Industry, that the announced referral does not in
any way pre-judge the outcome. We will work in parallel to minimize any possible
delay in closing the transaction. Assuming the Commission issues a favorable
report on its stated report date of February 25, 2000, we would still be in a
position to close our transaction in the spring of 2000.
"We continue to believe that the combination of the companies will provide
significant new services, choice and competition for the consumer and business
telephone and television market in the United Kingdom."
* * * * * * *
For further information contact: In the U.S.: John F. Gregg, Senior Vice
President - Chief Financial Officer; Michael A. Peterson, Director - Corporate
Development; Bret Richter, Director - Corporate Development; Richard J. Lubasch,
Executive 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 INCORPORATED ANNOUNCES OFFERING BY ITS SUBSIDIARY NTL COMMUNICATIONS CORP.
New York, New York; (November 12, 1999) NTL Communications Corp., a subsidiary
of NTL Incorporated (Nasdaq: NTLI; Easdaq: NTLI.ED) announced that it intends to
complete a concurrent offering of Euro Senior Notes Due 2006 (the "2006
Notes"), Euro Senior Notes Due 2009 (the "2009 Notes") and Euro Deferred
Coupon Notes Due 2009, (the "Deferred Notes", collectively, the "Notes").
The Company intends to raise approximately Euro 100 million of gross proceeds
from the offering of 2006 Notes, Euro 200 million of gross proceeds from the
offering of 2009 Notes and Euro 100 million of gross proceeds from the offering
of Deferred Notes.
The 2006 Notes and 2009 Notes are expected to carry a cash-pay current coupon,
while Deferred Notes will accrue interest for the first five years and then
carry a cash-pay coupon.
The proceeds of the offering will be available to repay a portion of the bridge
facility entered into to finance the acquisition of Cablelink Limited or for
construction, working capital requirements, refinancing indebtedness,
acquisitions or other corporate purposes of the Company.
The 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 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.
For further information please contact: In the US: John F. Gregg, Senior Vice
President Chief Financial Officer; Michael A. Peterson, Director-Corporate
Development; Brett Richter, Director-Corporate Development; Richard J. Lubasch,
Executive Vice President-General Counsel; or Kathy Makrakis, Director - Investor
Relations: at (212) 906-8440; in the UK: Aizad Hussain, Director-Corporate
Development at 44-171-909-2000 or e-mail: [email protected]
