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) DECEMBER 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 5. Other Events.
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(A) On December 9, 1999, NTL Incorporated ("NTL") announced that it had
signed a comprehensive agreement with Flextech covering carriage of the Flextech
and UKTV channels on NTL's cable systems. The agreement includes a significant
commitment to jointly market the channels and specifically their availability on
NTL's digital services.
(B) On December 9, 1999, NTL announced that a wholly-owned subsidiary,
Premium TV Limited ("PTV"), had entered into a media partnership with Newcastle
United PLC. Under the agreement, PTV will make an investment in Newcastle United
for an additional equity stake and will also receive certain marketing and
sponsorship rights associated with the football club.
In conjunction with the agreement, PTV will invest (UK Pound) 5 million for
an equity stake of 3.6%, thereby increasing PTV's stake in Newcastle United to
9.9%. In addition, PTV will enter into a 25 million pounds sterling Loan
Agreement with Newcastle United. This loan will be repaid after five years by
the issue of Newcastle United ordinary shares to PTV (at an equivalent issue
price of 155 pence per share), representing an additional 9.99% of Newcastle
United's fully diluted ordinary share capital. In December 1998, PTV made a
strategic investment in the club by purchasing 9 million shares, representing
6.3% of issued Ordinary Share capital of Newcastle United, from a majority
Newcastle United shareholder at a price of 111.7 pence per share.
(C) On December 14, 1999, NTL and the BBC announced an agreement to expand
the development of the extensive archive of sports programming owned by the BBC.
NTL, through its wholly-owned subsidiary Premium TV Limited, has obtained the
rights to the archive for a fixed annual commitment plus a sharing of profits
above that commitment.
(D) On December 16, 1999, NTL announced that the UK Secretary of State for
Trade and Industry had issued an announcement that he would clear France
Telecom's proposed investment in NTL provided that France Telecom were to
undertake to divest its interests in Crown Castle UK Holdings Limited, Crown
Castle UK Limited and Crown Castle International Corporation.
France Telecom is cooperating fully with the Office of Fair Trading.
(E) On December 17, 1999, NTL announced that it had priced an issue of $1
billion of 5.75% Convertible Subordinated Notes Due 2009 (the "Convertible
Notes"). The Convertible Notes are convertible into NTL common stock and have a
conversion price of $135.23 per share.
The proceeds from the sale of the Convertible Notes will be used to partly
finance NTL's CHF5.8 billion (approximately $3.7 billion) acquisition of the
Cablecom Group, announced on December 13, 1999.
(F) On December 20, 1999, NTL announced the exercise of an overallotment
option in its offering of $1 billion of Convertible Notes priced on December 16,
1999. The overallotment option is for an additional $200 million of Convertible
Notes.
<PAGE>
Item 7. Financial Statements and Exhibits.
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Exhibits
99.1 Press release, issued December 9, 1999
99.2 Press release, issued December 9, 1999
99.3 Press release, issued December 14, 1999
99.4 Press release, issued December 16, 1999
99.5 Press release, issued December 17, 1999
99.6 Press release, issued December 20, 1999
<PAGE>
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: December 21, 1999
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EXHIBIT INDEX
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Exhibit Page
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99.1 Press release, issued December 9, 1999
99.2 Press release, issued December 9, 1999
99.3 Press release, issued December 14, 1999
99.4 Press release, issued December 16, 1999
99.5 Press release, issued December 17, 1999
99.6 Press release, issued December 20, 1999
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
NTL INCORPORATED ANNOUNCES AGREEMENT WITH FLEXTECH PLC
NEW YORK, NEW YORK (December 9, 1999) - NTL Incorporated (NASDAQ: NTLI; EASDAQ:
NTLI) announced today that it has signed a comprehensive agreement with Flextech
covering carriage of the Flextech and UKTV channels on NTL's cable systems. The
agreement includes a significant commitment to jointly market the channels and
specifically their availability on NTL's digital services.
The agreement covers Flextech's wholly owned channels - Living, Bravo, Trouble
and Challenge TV - as well as the five channels owned by Flextech's UKTV joint
venture with the BBC - UK Gold, UK Horizons, UK Style, UK Play and UK Arena.
The agreement is the first formal arrangement between NTL and Flextech, and
covers all of NTL's cable systems in both analogue and digital. All channels
within the Flextech and UKTV portfolio will be carried in NTL's digital service,
while additional analogue carriage has been secured for UK Horizons and UK Play.
In addition, NTL and Flextech announced that they would be working together to
develop new television and interactive applications to broadcast on NTL's
systems and would be exploring other commercial opportunities to work together.
Steven Wagner, NTL's Group Managing Director for marketing, said: "This deal
represents an important alignment of interest between Flextech as a channel
wholesaler and NTL as a multichannel retailer as we enter the digital era. It is
an important new stage in the partnership we have enjoyed with Flextech for many
years, which will further flourish with the development with Flextech of
interactive and enhanced television applications for our digital services."
Adam Singer, Chairman and Chief executive of Flextech plc, said: "Flextech is
delighted to have cemented its relationship with NTL with the signing of this
deal. We are excited about working together with NTL to develop new television
offerings and specifically to develop interactive and enhanced digital services.
We have always been huge admirers of NTL and we look forward to working even
closer together."
<PAGE>
NTL INCORPORATED
December 9, 1999
Page 8
Rupert Gavin, Chief Executive of BBC Worldwide, said: "This deal means that the
UKTV channels are now contracted to every platform. The UKTV bouquet of channels
is proving very popular with viewers in the UK and this deal means that the BBC
programming, renowned throughout the UK and the world for its quality, range and
distinctiveness, is also to be available to NTL subscribers. Our joint venture
with Flextech is continuing to flourish and we look forward to ongoing success
in the next century."
* * * * * *
For further information contact: In the U.S.: John F. Gregg, Senior Vice
President - Chief Financial Officer; Bret Richter, Director - Corporate
Development; 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].
EXHIBIT 99.2
FOR IMMEDIATE RELEASE
NTL ANNOUNCES MEDIA PARTNERSHIP WITH NEWCASTLE UNITED PLC
NEW YORK, NEW YORK (December 9, 1999) - NTL Incorporated (NASDAQ: NTLI; EASDAQ:
NTLI) announced today that a wholly-owned subsidiary, Premium TV Limited
("NTL"), has entered into a media partnership with Newcastle United PLC. Under
the agreement, NTL will make an investment in Newcastle United for an additional
equity stake and will also receive certain marketing and sponsorship rights
associated with the football club.
In conjunction with the agreement, NTL will invest 5 million pounds sterling for
an equity stake of 3.6%, thereby increasing NTL's stake in Newcastle United to
9.9%. In addition, NTL will enter into a 25 million pounds sterling Loan
Agreement with Newcastle United. This loan will be repaid after five years by
the issue of Newcastle United ordinary shares to NTL (at an equivalent issue
price of 155 pence per share), representing an additional 9.99% of Newcastle
United's fully diluted ordinary share capital. In December 1998, NTL made a
strategic investment in the club by purchasing 9 million shares, representing
6.3% of issued Ordinary Share capital of Newcastle United, from a majority
Newcastle United shareholder at a price of 111.7 pence per share.
Under the agreement, NTL will obtain various marketing and other rights
associated with Newcastle United. For a period of five years, such rights will
give NTL the opportunity to operate any Newcastle United television channel and
to provide Internet and e-commerce services associated with the club, as well as
the designation of NTL as the main sponsor of the club. The agreement does not
cover rights required to be negotiated collectively by the FA Premier League.
NTL will also act as the exclusive media agent for Newcastle United for
advertising and publishing and other commercial rights, for which NTL will
receive a share of certain new media revenues.
The media partnership is conditional on the approval of Newcastle United PLC
shareholders.
* * * * * *
For further information contact: In the U.S.: John F. Gregg, Senior Vice
President - Chief Financial Officer; Bret Richter, Director - Corporate
Development; 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].
EXHIBIT 99.3
NTL CREATES SPORTS PROGRAMMING PARTNERSHIP WITH THE BBC
December 14, 1999:
NTL and the BBC announced today an agreement to expand the development of the
extensive archive of sports programming owned by the BBC. NTL, through its
wholly-owned subsidiary Premium TV (PTV), has obtained the rights to the archive
for a fixed annual commitment plus a sharing of profits above that commitment.
PTV is NTL's prime sports programming vehicle, and has created the UK's only
British-based basic sports channel - British Eurosport - through a separate
venture with Eurosport. PTV last week also announced a sports marketing,
internet and television programming agency agreement with Newcastle United
Football Club.
Commenting on today's transaction, Barclay Knapp, Chief Executive Officer of NTL
said, 'Our agreement with the BBC further opens one of the great libraries of
historical and classic sports programming for additional development throughout
the world. Here in the UK, PTV will invite the UK media industry to join with it
to create new programs and channels for distribution across all television
platforms. We are especially keen to develop unique internet-linked sports
programming which can take advantage of our state-of-the-art interactive cable
television networks.'
'This is a fantastic opportunity for the BBC,' says Controller of TV Sport, Mike
Miller, who will supervise the deal. 'PTV brings a special sports expertise not
previously available to the archive. It's a situation in which everyone wins.
Governing bodies will earn exposure and extra revenue while viewers reap a
double benefit - the chance of extra opportunities to see the treasures of the
archive while the BBC generates money for extra sports programming. With the
explosion of TV channels, the time is right. The doors are open for business.'
Geoffrey Hamilton-Fairley, Chief Executive Officer of PTV added, 'With the BBC
library and its international dimension, PTV will be in a prime position to
create the same kinds of classic sports programs and channels for the UK and
European markets which have been so successful in the US.'
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 Investor Relations at (212) 906
8457; in the UK: Alison Smith at (01256) 752662; or via e-mail at
[email protected].
# # #
EXHIBIT 99.4
UK GOVERNMENT DECISION REGARDING FRANCE TELECOM'S
PROPOSED INVESTMENT IN NTL
Timing of Completion of NTL's Acquisition of Certain Assets of Cable and
Wireless Communications Plc Should Not be Impacted
New York, New York (December 16, 1999) - NTL Incorporated ("NTL") (NASDAQ: NTLI;
EASDAQ: NTLI) announced today that the UK Secretary of State for Trade and
Industry has issued an announcement that he would clear France Telecom's
proposed investment in NTL provided that France Telecom were to undertake to
divest its interests in Crown Castle UK Holdings Limited, Crown Castle UK
Limited and Crown Castle International Corporation.
France Telecom is cooperating fully with the Office of Fair Trading.
NTL believes that agreeing these undertakings should not impact the timing of
NTL's proposed acquisition of certain assets of Cable and Wireless
Communications plc (CWC Consumer Co) in the Spring of 2000. The completion of
the CWC Consumer Co transaction is subject to certain other conditions which
remain to be satisfied.
* * * * * * *
For further information please contact: In the US: John F. Gregg, Senior Vice
President-Chief Financial Officer; Michael A. Peterson, Director-Corporate
Development; Bret Richter, Director-Corporate Development; or Richard J.
Lubasch, Executive Vice President-General Counsel at (212) 906-8440; in the UK:
Aizad Hussain, Director-Corporate Development at 44 171 909 2000 or e-mail:
[email protected]
EXHIBIT 99.5
FOR IMMEDIATE RELEASE
NTL INCORPORATED
ANNOUNCES PRICING OF CONVERTIBLE SUBORDINATED NOTES
New York, New York; (December 17, 1999) - NTL Incorporated (Nasdaq: NTLI;
Easdaq: NTLI) announced that it has priced an issue of $1 billion of 5.75%
Convertible Subordinated Notes Due 2009 (the "Convertible Notes"). The
Convertible Notes are convertible into NTL common stock and have a conversion
price of $135.23 per share. On December 16, 1999, the last sale price of the
Company's common stock on the Nasdaq National Market was $108.19 per share.
The proceeds from the sale of the Convertible Notes will be used to partly
finance NTL's CHF5.8 billion (approximately $3.7 billion) acquisition of the
Cablecom Group, announced on December 13th. The closing of the sale of the
Convertible Notes is expected to occur on December 22, 1999.
The Convertible Notes and the common stock issuable on the conversion of
the Convertible 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 Convertible Notes will be offered and sold within the
United States under Rule 144A only to "qualified institutional buyers".
* * * * * *
For further information contact: In the U.S.: John F. Gregg, Senior Vice
President - Chief Financial Officer; Bret Richter, Director - Corporate
Development; 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].
EXHIBIT 99.6
FOR IMMEDIATE RELEASE
NTL INCORPORATED
ANNOUNCES EXERCISE OF OVERALLOTMENT OPTION IN ITS
CONVERTIBLE SUBORDINATED NOTE OFFERING
New York, New York; (December 20, 1999) - NTL Incorporated (Nasdaq: NTLI;
Easdaq: NTLI) announced the exercise of an overallotment option in its offering
of $1 billion of 5.75% Convertible Subordinated Notes Due 2009 (the "Convertible
Notes") priced on December 16, 1999. The overallotment option is for an
additional $200 million of Convertible Notes. The Convertible Notes are
convertible into NTL common stock and have a conversion price of $135.23 per
share. On December 16, 1999, the last sale price of the Company's common stock
on the Nasdaq National Market was $108.19 per share.
The proceeds from the sale of the Convertible Notes will be used to partly
finance NTL's CHF5.8 billion (approximately $3.7 billion) acquisition of the
Cablecom Group, announced on December 13th. The closing of the sale of the
Convertible Notes is expected to occur on December 22, 1999.
The Convertible Notes and the common stock issuable on the conversion of
the Convertible 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 Convertible Notes will be offered and sold within the
United States under Rule 144A only to "qualified institutional buyers".
* * * * * *
For further information contact: In the U.S.: John F. Gregg, Senior Vice
President - Chief Financial Officer; Bret Richter, Director - Corporate
Development; 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].
