SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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): August 13, 1999
NTL INCORPORATED
(Exact name of Registrant as Specified in Charter)
Delaware 0-25691 13-405-1921
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
110 East 59th Street, New York, New York 10022
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 906-8440
N/A
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On August 13, 1999, NTL Incorporated consummated an
investment by France Telecom S.A. of $1 billion in NTL,
which was previously announced on July 15, 1999. NTL issued
and sold to France Telecom 750,000 shares of its 5%
Cumulative Participating Convertible Preferred Stock, having
an aggregate liquidation preference of $750,000,000 and a
conversion price of $125 per share, as well as 2,702,703
shares of NTL's common stock at $92.50 per share. NTL also
announced that France Telecom's Senior Executive Vice
President, Jean-Louis Vinciguerra, joined the NTL Board of
Directors.
A press release, issued August 13, 1999, is attached hereto
as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
99.1 Press Release issued by NTL Incorporated on August 13,
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 hereunto duly authorized.
NTL INCORPORATED
By: /s/ Richard J. Lubasch
---------------------------
Name: Richard J. Lubasch
Title: Executive Vice President,
General Counsel and Secretary
Dated: August 16, 1999
EXHIBIT INDEX
Designation Description
99.1 Press release issued by NTL Incorporated on August 13,
1999.
Exhibit 99.1
FRANCE TELECOM INITIAL $1 BILLION INVESTMENT IN NTL COMPLETED
NEW YORK, NEW YORK (August 13, 1999) -- NTL Incorporated ("NTL") (NASDAQ:
NTLI; EASDAQ: NTLI.ED) announced that a previously disclosed investment of
$1 billion by France Telecom was completed today. NTL also announced that
France Telecom's Senior Executive Vice President, Jean-Louis Vinciguerra,
would join the NTL Board of Directors effective immediately.
On July 26, 1999, NTL announced that, with the support of France Telecom,
it had agreed to acquire the consumer cable telephone, internet and
television operations of Cable & Wireless Communications plc ("CWC
ConsumerCo"). NTL has proposed to acquire CWC ConsumerCo for 54.5 million
new shares of NTL common stock and (pound)2.85 billion in cash representing
approximately (pound)6.3 billion in total equity consideration. NTL will
also assume approximately (pound)1.9 billion of CWC ConsumerCo's net debt,
plus operational adjustments prior to closing. The bringing together of NTL
and CWC ConsumerCo will create the largest cable telephone and television
company in the United Kingdom and Ireland with more than 2.8 million
customers. This acquisition is subject to both regulatory and shareholder
approvals and is not expected to close for several months.
In conjunction with this acquisition, France Telecom agreed to invest a
total of $5.5 billion in NTL, which includes the initial investment of $1
billion completed today. Under the terms of the France Telecom investment,
France Telecom will invest $2.75 billion in NTL common equity issued at
$92.50 per share and $2.75 billion of convertible preferred stock with 5%
dividend and a conversion price of $125 per share. Today's completed
initial investment represented 2,702,703 shares of such common stock and
750,000 shares of such preferred stock.
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].
