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) MAY 26, 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 May 26, 1999 NTL Incorporated ("NTL") announced that its wholly-owned
subsidiary, NTL Communications Corp., called for the redemption of all of its
$275,000,000 principal amount of 7% Convertible Subordinated Notes due 2008
(Cusip No.s 459216 AH0 and 459216 AJ6). Notice of this redemption was given to
all noteholders by the Trustee. The redemption date is June 25, 1999 and the
redemption price is 104.9% of the principal amount, plus accrued and unpaid
interest through the date of redemption. The Notes are convertible into Common
Stock of NTL Incorporated at the conversion price of $37.875 per share through
June 22, 1999.
Item 7. Financial Statements and Exhibits
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Exhibits
99.1 Press release, issued May 26, 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: Senior Vice President-
General Counsel
Dated: June 8, 1999
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EXHIBIT INDEX
Exhibit Page
99.1 Press release, issued May 26, 1999
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
NTL INCORPORATED GIVES NOTICE OF REDEMPTION OF 7% CONVERTIBLE
SUBORDINATED NOTES DUE 2008
New York, New York, May 26, 1999 - NTL Incorporated (Nasdaq: NTLI; Easdaq:
NTLI.ED) announced today that its wholly-owned subsidiary, NTL Communications
Corp., is calling for the redemption of all of its $275,000,000 principal amount
of 7% Convertible Subordinated Notes due 2008 (Cusip No.s 459216 AH0 and 459216
AJ6). Notice of this redemption is being given to all noteholders by the
Trustee. The redemption date is June 25, 1999 and the redemption price is 104.9%
of the principal amount, plus accrued and unpaid interest through the date of
redemption. The Notes are convertible into Common Stock of NTL Incorporated at
the conversion price of $37.875 per share through June 22, 1999. On May 25,
1999, the closing price on Nasdaq for the Common Stock was $90.00
Based on current market prices, the market value of the Common Stock into
which the Notes are convertible is greater than the redemption price and the
accrued interest. Similarly, based on current market prices, the Common Stock
into which the Notes are convertible is also greater than the Change of Control
Payment receivable for the Notes pursuant to the Change of Control Offer
currently outstanding with respect to the Notes. Holders are urged to obtain
current market quotations for the Common Stock.
The Trustee, Paying Agent and Conversion Agent for the Notes is The Chase
Manhattan Bank, attention Andrew Deck, (212) 946-3348.
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For further information contact: Michael A. Peterson, Director - Corporate
Development, or Richard J. Lubasch, Senior Vice President - General Counsel, at
(212) 906-8440.
