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) JUNE 23, 1999
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 FileNumber) 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)
Item 5. Other Events.
On June 23, 1999, NTL Incorporated announced that it had filed a
registration statement with the SEC with respect to 8 million shares of its
common stock and $400 million of NTL Communications Corp.'s convertible
subordinated notes due 2009, which are convertible into shares of NTL
Incorporated. The amounts of these offerings by NTL may change as a result
of market conditions and the possible inclusion of secondary shares
pursuant to registration rights previously granted by NTL.
Item 7. Financial Statements and Exhibits
Exhibits
99.1 Press release, issued June 23, 1999
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: July 7, 1999
EXHIBIT INDEX
Exhibit Page
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99.1 Press release, issued June 23, 1999
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
NTL ANNOUNCES FILING OF REGISTRATION STATEMENT FOR 8 MILLION SHARES
OF COMMON STOCK AND $400 MILLION OF CONVERTIBLE SUBORDINATED NOTES
New York, New York; (June 23, 1999) -- NTL Incorporated (Nasdaq:
NTLI; Easdaq: NTLI.ED) announced that it has filed a registration statement
with the SEC with respect to 8 million shares of its common stock and $400
million of NTL Communications Corp.'s convertible subordinated notes due
2009, which is convertible into shares of NTL Incorporated. The amounts in
these offerings by NTL may change as a result of market conditions and the
possible inclusion of secondary shares pursuant to registration rights
previously granted by NTL. The Company has not yet named underwriters for
this transaction.
NTL Incorporated expects to use the proceeds from the offering of
the common stock to contribute $500 million to NTL Communications Corp. to
replace amounts previously distributed by NTL Communications Corp. to NTL
Incorporated, to fund the acquisition of the "1G" networks in France
(approximately $57 million) and for general corporate purposes.
NTL Communications Corp. expects to use the proceeds from the
offering of the convertible notes to finance its construction, capital
expenditure and working capital requirements and make acquisitions of
businesses or assets related to its business.
A registration statement relating to these securities has been filed
with the Securities and Exchange Commission but has not yet become
effective. These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes effective.
This announcement shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of these securities in any
State in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such State.
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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; in the UK: Alison Smith at 01252 402662; or via e-mail at
[email protected].
