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) JULY 9, 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 2. Acquisition or Disposition of Assets
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On July 9, 1999, NTL Incorporated ("NTL") announced that it had completed
the acquisition of Cablelink Limited, Ireland's largest cable television
provider. This major strategic expansion makes NTL the largest broadband
telecommunications provider in the UK and Ireland with a subscriber base of
approximately 1.8 million. The purchase price was 535.180 million Irish Punts
(approximately US$695 million; 445 million UK Pounds).
Item 5. Other Events.
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(A) On July 15, 1999, NTL announced that it had reached a series of
agreements with France Telecom regarding strategic business opportunities in the
United Kingdom. As part of these agreements, France Telecom agreed to make an
initial investment of $1.0 billion in NTL, which will represent, on conversion,
approximately 10% of NTL's then outstanding common stock.
Under the terms of the agreement, France Telecom will purchase 750,000
shares of $1,000 par value 5% preferred stock, convertible into common stock at
$125 per share and approximately 2.7 million shares of common stock at $92.50
per share. Closing of this purchase is conditional upon normal closing
conditions, and it is anticipated to occur by the end of July 1999.
(B) On July 15, 1999, NTL confirmed rumors that it has been in discussions
with Cable and Wireless about a possible transaction by which certain assets of
Cable and Wireless Communications would be merged with NTL.
Item 7. Financial Statements and Exhibits
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Exhibits
99.1 Press release, issued July 9, 1999
99.2 Press release, issued July 15, 1999
99.3 Press release, issued July 15, 1999
99.4 Press release, issued July 15, 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: Executive Vice President-
General Counsel
Dated: July 16, 1999
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EXHIBIT INDEX
Exhibit Page
99.1 Press release, issued July 9, 1999
99.2 Press release, issued July 15, 1999
99.3 Press release, issued July 15, 1999
99.4 Press release, issued July 15, 1999
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
NTL COMPLETES ACQUISITION OF LARGEST CABLE TELEVISION OPERATOR IN IRELAND
Emerges as Largest Broadband Telecommunications Provider in UK and
Ireland with 1.8 Million Subscribers
NEW YORK, NEW YORK (July 9, 1999) - NTL Incorporated (NASDAQ: NTLI; EASDAQ;
NTLI.ED) announced that it has completed the previously announced acquisition of
Cablelink Limited, Ireland's largest cable television provider. This major
strategic expansion makes NTL the largest broadband telecommunications provider
in the UK and Ireland with a subscriber base of approximately 1.8 million. The
purchase price was 535.180 million Irish Punts (approximately US$695 million;
445 million UK Pounds).
Cablelink provides multi-channel television and information services through
cable and Microwave Multipoint Distribution Systems (MMDS) systems in Dublin,
Galway and Waterford. With a customer base of over 360,000 subscribers,
Cablelink currently has an 83% penetration rate in its cable broadband network
which passes 420,000 homes. Cablelink holds licenses to provide analog and
digital television services over cable and MMDS in its franchises for 15 years,
with exclusive rights for five years. It also has a full service license
allowing it to provide public telephony, Internet and other value-added services
throughout Ireland.
NTL intends to play a leading role in Ireland, providing an integrated range of
advanced broadband multi-media services, including digital television, telephony
and Internet services. NTL plans to upgrade the existing Cablelink network to a
fibre trunk network, which will allow a rapid rollout of these services. Over
the next several years, NTL expects that all of Cablelink's customers will be
served by a 750MHz to 1GHz two-way digital cable network capable of delivering
300+ television channels, voice telephony and high-speed Internet access. The
acquisition will also further NTL's previously announced plans to launch
business telecoms services in key markets in Ireland.
NTL is the leading telecommunications and media company in the United Kingdom
and Ireland. The company offers local business and residential telephony, cable
television and Internet services over advanced broadband fiber networks to 25%
of homes in the UK including the Northern Ireland cable franchise. Through its
national telecoms services division, the company owns and operates one of only
five independent national telecoms networks in the UK, and offers national
business telecoms, national and international carrier
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telecommunications services, and satellite and radio communications services.
The company's broadcast services division operates a national broadcast
transmission network of more than 1,300 owned and shared transmission sites, and
offers digital and analog broadcast transmission services to major television
and radio stations nationwide in the UK.
For further information contact:
John F. Gregg, Chief Financial Officer - Corporate Development
Bret Richter, Director - Corporate Development
Richard J. Lubasch , Senior Vice President - General Counsel
Jeffrey Wyman, Assistant General Counsel
Kathy Makrakis, Director - Investor Relations
(212) 906-8457 or via e-mail at [email protected]
For media inquiries contact:
Alison Smith, Group Communications,-011441252402662
EXHIBIT 99.2
FOR IMMEDIATE RELEASE
FRANCE TELECOM TO INVEST IN NTL
NEW YORK, NEW YORK (July 15, 1999) - NTL Incorporated (NASDAQ: NTLI; EASDAQ:
NTLI.ED) confirms that it is in advanced discussions with France Telecom which,
if successful, will result in France Telecom making a minority investment in
NTL. This investment will allow NTL to further its strategic initiatives in the
UK cable industry.
This investment would result in the suspension of the equity offering previously
announced by NTL on June 23, 1999.
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For further information contact: John F. Gregg, Chief Financial Officer; Richard
J. Lubasch, Executive Vice President-General Counsel; or Kathy Makrakis,
Director - Investor Relations: 212-906-8457 or e-mail:
[email protected].
In the United Kingdom contact: Alison Smith, Head of Group Communications
01-252-402662 or e-mail [email protected].
EXHIBIT 99.3
FOR IMMEDIATE RELEASE
NTL CONFIRMS DISCUSSIONS WITH CWC
NEW YORK, NEW YORK (July 15, 1999) - NTL Incorporated (NASDAQ: NTLI; EASDAQ:
NTLI.ED) - Following UK media reports, NTL Incorporated said today that it can
confirm that it has been in discussions with Cable and Wireless about a possible
transaction by which certain assets of Cable and Wireless Communications would
be merged with NTL.
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For further information contact: John F. Gregg, Chief Financial Officer; Richard
J. Lubasch, Executive Vice President-General Counsel; or Kathy Makrakis,
Director - Investor Relations: (212) 906-8457, e-mail:
[email protected].
In the United Kingdom contact: Alison Smith, Head of Group Communications phone:
011-44-1252-402662, e-mail: [email protected].
EXHIBIT 99.4
FOR IMMEDIATE RELEASE
FRANCE TELECOM INVESTS AN INITIAL $1.0 BILLION IN NTL
New York, New York (July 15, 1999)- NTL Incorporated (NASDAQ: NTLI; EASDAQ:
NTLI.ED) today announced that it has reached a series of agreements with France
Telecom regarding strategic business opportunities in the United Kingdom. As
part of these agreements, France Telecom has agreed to make an initial
investment of $1.0 billion in NTL, which will represent, on conversion,
approximately 10% of NTL's then outstanding common stock.
Under the terms of the agreement reached today, France Telecom will purchase
750,000 shares of $1,000 par value 5% preferred stock, convertible into common
stock at $125 per share and approximately 2.7 million shares of common stock at
$92.50 per share. Closing of this purchase is conditional upon normal closing
conditions, and it is anticipated to occur by the end of July 1999.
The arrangements between the companies contemplate further significant
investments by France Telecom in NTL, so that NTL can complete its current
negotiations with respect to a possible transaction regarding Cable & Wireless
Communications Plc.
As previously disclosed, NTL will suspend its equity offering announced on June
23, 1999.
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For further information contact: John F. Gregg, Chief Financial Officer; Richard
J. Lubasch, Executive Vice President-General Counsel; or Kathy Makrakis,
Director - Investor Relations: (212) 906-8457, e-mail:
[email protected].
In the United Kingdom contact: Alison Smith, Head of Group Communications:
011-44-1252-402662, e-mail: [email protected].
