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) January 6, 2000
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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)
<PAGE>
Item 5. Other Events.
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(A) On January 6, 2000, NTL Incorporated ("NTL") responded to an article in
the Financial Times regarding the review by the UK Competition Commission of
NTL's acquisition of certain assets of Cable and Wireless Communications, and
the potential that the commission would require the cable operators to further
open their cable TV networks to TV channel providers ("Open Access") in return
for approval of the merger.
(B) On January 7, 2000, NTL issued a press release in response to the
'issues letter' published by The Competition Commission with regard to the
ongoing inquiry into the proposed acquisition by NTL of the UK cable business of
Cable & Wireless Communications ("CWC"). The press release stated that the
'issues letter' is a normal part of the investigation process, which essentially
lists all the issues raised about the proposed transaction. The statement from
the Competition Commission makes it clear that no conclusions have yet been
reached about any of the issues raised.
(C) On January 7, 2000, NTL announced that it had selected the Microsoft TV
software platform to deliver enhanced interactive TV services as part of its
digital terrestrial TV and telephony package for UK consumers. The Microsoft TV
platform will enhance the "free to air" digital terrestrial TV capability of the
set top box by enabling NTL to provide interactive digital TV services.
(D) On January 10, 2000, NTL announced that it had delivered to Microsoft
Corporation ("Microsoft") a notice of redemption of 100% of the shares of all
series of NTL's 5.25% Convertible Preferred Stock (the "Preferred Stock"). The
redemption date is February 7, 2000 and the redemption price is 100% of the
principal amount, plus accrued and unpaid dividends through the date of
redemption (the "Redemption Price"). The Redemption Price will be approximately
$527.5 million, payable entirely in NTL common stock valued at the average of
the closing prices for the 25 trading days immediately prior to the redemption
date. However, Microsoft has the right to convert the Preferred Stock into
approximately 6.58 million shares of NTL common stock based on an average
conversion price of approximately $80.13 per share. Any shares of Common Stock
issued to Microsoft will be subject to a contractual prohibition of transfer to
any non-affiliated entity until January 28, 2001.
(E) On January 17, 2000, Cable & Wireless plc, NTL and CWC announced that
pursuant to a ruling that has been obtained from the United States Internal
Revenue Service, the pre-conditions to the Transaction regarding the receipt of
U.S. tax rulings has been satisfied. This follows the announcement of UK tax
clearance on October 14, 1999.
(F) On January 20, 2000, NTL announced that its Board of Directors had
declared a 5-for-4 stock split by way of a stock dividend with respect to its
common stock. The record date for this dividend is January 31, 2000 and the
payment date is February 3, 2000. Shareholders should consult their brokers
regarding sales from the record date to the payment date. Fractional shares will
be rounded to the nearest whole share.
<PAGE>
Item 7. Financial Statements and Exhibits.
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Exhibits
99.1 Press release, issued January 6, 2000
99.2 Press release, issued January 7, 2000
99.3 Press release, issued January 7, 2000
99.4 Press release, issued January 10, 2000
99.5 Press release, issued January 17, 2000
99.6 Press release, issued January 20, 2000
<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: January 21, 2000
<PAGE>
EXHIBIT INDEX
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Exhibit Page
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99.1 Press release, issued January 6, 2000
99.2 Press release, issued January 7, 2000
99.3 Press release, issued January 7, 2000
99.4 Press release, issued January 10, 2000
99.5 Press release, issued January 17, 2000
99.6 Press release, issued January 20, 2000
EXHIBIT 99.1
[Logo of NTL Incorporated]
NTL responds to press article regarding "Open Access"
New York, New York (January 6, 2000) - NTL Incorporated ("NTL") (NASDAQ: NTLI;
EASDAQ: NTLI) responded today to an article in today's Financial Times regarding
the review by the UK Competition Commission of NTL's acquisition of certain
assets of Cable and Wireless Communications, and the potential that the
commission would require the cable operators to further open their cable TV
networks to TV channel providers ("Open Access") in return for approval of the
merger. As previously reported, the Open Access issue is centered on the pay
television market in the UK.
Barclay Knapp, Chief Executive of NTL, stated: "We have made our submission to
the Competition Commission regarding the acquisition and will be giving our own
oral evidence shortly. We have received no indications that any change in our
current Open Access requirements would be a condition to the approval of the
merger. We continue to believe the merger is pro-competitive in all of its
aspects, especially considering the cable industry's current position with
regard to BT and BSkyB, its primary competitors.
"The FT article and other sources report that the Open Access issue was raised
with the commission by BSkyB, which is widely regarded as already having a
dominant position for pay TV in the UK. Indeed, we support and are currently
required to provide Open Access to our digital cable television system in a
manner which is equivalent to the Open Access which is required for BSkyB's
digital satellite system. We believe that this current regime is both adequate
and desirable for both the UK pay television market and NTL's business
objectives.
"In addition, NTL has received no indication at any point that Open Access to
its telephony and/or Internet networks is an issue these proceedings."
* * * * * * *
For further information please contact: In the US: 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: Aizad Hussain, Director-Corporate Development at 44 171 909
2000 or e-mail: [email protected]
EXHIBIT 99.2
[Logo of NTL Incorporated]
For immediate release
January 7 2000
NTL responds to Competition Commission Issues Paper
NEW YORK, NEW YORK (January 7, 2000) - NTL Incorporated (NASDAQ: NTLI; EASDAQ:
NTLI). The Competition Commission has today published its 'issues letter' with
regard to the ongoing inquiry into the proposed acquisition by NTL of the UK
cable business of Cable & Wireless Communications (CWC).
This letter is a normal part of the investigation process, which essentially
lists all the issues raised about the proposed transaction.
The statement from the Competition Commission makes it clear that no conclusions
have yet been reached about any of the issues raised.
Barclay Knapp, Chief Executive of NTL said "The issues letter does not contain
any new or unexpected topics and we are confident that we have good answers to
all the points that have been raised.
"The Office of Fair Trading (OFT) recommended approval of the merger. The
Independent Television Commission concluded that the deal did not raise
competition issues and we understand that Oftel presented a similar argument.
The Consumers' Association also shares this view.
"We look forward to meeting with the Competition Commission in due course and
continue to believe that the proposed merger is pro-competitive in all of its
aspects."
- ENDS -
<PAGE>
January 7 2000
NTL responds to Competition Commission Issues Paper
p2/2
For more information please contact:
In the US:
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; or e-mail:
[email protected]
In the UK:
Alison Smith, tel: 01256 752662 or 07788 186154 or
Edward Bickham, Hill and Knowlton, 0171 413 3050
About NTL
ntl uses world-leading technology to deliver telephone, tv, internet and
interactive services to UK homes and businesses. 22 million homes watch
ITV, C4 and C5 thanks to ntl's transmission network: 5.6 million of those
homes are within its "speed of light" fibre-optic broadband network. ntl
helped pioneer digital tv and is involved in digital terrestrial, cable and
satellite and launched the UK's first interactive service in March 1999.
ntl's national network carries such names as Virgin, Orange and AT&T. with
businesses in France, Australia and Ireland, ntl's headquarters is in Hook,
Hampshire, UK. It has over 10,000 associates and is listed on NASDAQ. In
January 1999, NTL announced that Microsoft Corporation was investing $500
million in NTL, equating to an approximately 3% stake in the company in
July 1999, ntl announced its intention to acquire the consumer operations
of Cable and Wireless Communications.
EXHIBIT 99.3
[Logo of NTL Incorporated]
For immediate release
January 7, 2000
NTL first to announce plans to deliver interactive
digital terrestrial and personal TV services in the UK
New York, New York (January 7, 2000) - NTL Incorporated (NASDAQ: NTLI; EASDAQ:
NTLI.ED) announced today that NTL has selected the Microsoft TV software
platform to deliver enhanced interactive TV services as part of its digital
terrestrial TV and telephony package for UK consumers. The Microsoft TV platform
will enhance the "free to air" digital terrestrial TV capability of the set top
box by enabling NTL to provide interactive digital TV services. This includes
interactive programming, "personal TV" (using a built-in digital video recorder
to download programmes and interactive services to a hard-drive; not tape) and
core Internet features such as web browsing, e-mail and chat.
"NTL and Microsoft have a shared vision of helping deliver enhanced television
services and programming to consumers world-wide," said Barclay Knapp, President
and CEO of NTL. "By using Microsoft TV, an Internet-based platform built on
industry standards, we're able to offer our customers market-leading enhanced TV
services that will set the standard for what Digital Terrestrial TV can be. NTL
is a national company that will offer a unique nation-wide DTT service to bring
interactivity and enhanced TV services to those UK consumers unable to connect
to ntl's broadband cable networks".
"We are very excited to partner with a pioneer like NTL to bring advanced
interactive television services to consumers." said Phil Goldman, General
Manager of the TV Platform group at Microsoft. "Microsoft's leadership in
developing innovative software for making television more useful, fun, and
engaging, will combine with NTL's ability to customize and develop interactive
and enhanced TV content to set the standard for the enhanced TV experience in
the UK and elsewhere."
This agreement will enable NTL to deploy nationally, interactive programming
that integrates interactivity within the context of the viewing experience for
DTT customers, not just digital cable customers.
Interactive programming and the ability to personalize TV with digital video
recording (DVR) will become increasingly popular as DTT interactive technology
empowers the consumer to schedule their own entertainment and information
services.
The service will allow viewers to play along with game shows, get sports
statistics and access on-demand video and audio clips real-time relative to the
program they are watching. Additionally, DVR capabilities provided by the
Microsoft TV client software, open up an array of new personal TV possibilities
for NTL subscribers. These include recording full digital-quality programming,
live pause, fast-forward and rewind, instant replay, and skip ahead. This is all
done digitally, without the need for tape.
NTL is the first to announce the provision of DVR and an integrated interactive
experience to consumers throughout the U.K.
About Microsoft TV Platform The Microsoft TV platform is a comprehensive
software solution for the television industry that makes television more
useful, fun and engaging for consumers and creates significant new economic
opportunities for network operators and their suppliers of programming,
hardware and software. The client software, Microsoft TV, operates a range
of TV-centric appliances, from advanced set-top boxes to integrated
televisions. Microsoft TV Server is a suite of software components that
offers network operators the tools to provision, manage and operate a
large-scale, commercial-grade enhanced TV service.
The Microsoft TV platform is an open architecture based on internet
standards that supports world-wide digital TV broadcast standards,
including DVB, ATSC and ARIB and the ATVEF. This enables content developers
to quickly and easily create programming once and run it anywhere. It also
supports commonly used Internet standards such as HTML, JavaScript and
Dynamic HTML, as well as all interactive content authored according to the
Advanced Television Enhancement Forum (ATVEF) standard. About NTL
<PAGE>
ntl uses world-leading technology to deliver telephone, tv, internet and
interactive services to UK homes and businesses. 22 million homes watch
ITV, C4 and C5 thanks to ntl's transmission network: 5.6 million of those
homes are within its "speed of light" fibre-optic broadband network. ntl
helped pioneer digital tv and is involved in digital terrestrial, cable and
satellite and launched the UK's first interactive service in March 1999.
ntl's national network carries such names as Virgin, Orange and AT&T. with
businesses in France, Australia and Ireland, ntl's headquarters is in Hook,
Hampshire, UK. It has over 10,000 associates and is listed on NASDAQ. In
January 1999, NTL announced that Microsoft Corporation was investing $500
million in NTL, equating to an approximately 3% stake in the company in
July 1999, ntl announced its intention to acquire the consumer operations
of Cable & Wireless Communications.
About Microsoft
Founded in 1975, Microsoft (Nasdaq "MSFT") is the world-wide leader in
software for personal and business computing. The company offers a wide
range of products and services designed to empower people through great
software - any time, any place and on any device.
Microsoft and Windows are either a registered trademark or trademarks of
Microsoft Corp. in the United States and/or other countries. Other product and
company names herein may be trademarks of their respective owners.
For more information, press only:
NTL:
Will Robson, tel: 07050 094371
Lee Nugent, NBC , tel: 0171 229 4400
[email protected]
Sam Booker, Stuart Yeardsley,
The RED Consutlancy.
Tel: +44 207 465 7700
Email: [email protected]
Note to editors: If you are interested in viewing additional information about
Microsoft, please visit the Microsoft Web page at
http://www.microsoft.com/presspass/ on Microsoft's corporate information pages.
If you are interested in viewing additional information specific to Microsoft TV
strategy, please visit the Microsoft TV Web page at
http://www.microsoft.com/tv/.
EXHIBIT 99.4
[Logo of NTL Incorporated]
NTL INCORPORATED DELIVERS NOTICE OF REDEMPTION OF 5.25% CONVERTIBLE
PREFERRED STOCK ISSUED TO MICROSOFT CORPORATION
New York, New York; (January 10, 2000) - NTL Incorporated (Nasdaq: NTLI;
Easdaq: NTLI.ED) announced today that it has delivered to Microsoft Corporation
a notice of redemption of 100% of the shares of all series of NTL's 5.25%
Convertible Preferred Stock (the "Preferred Stock"). The redemption date is
February 7, 2000 and the redemption price is 100% of the principal amount, plus
accrued and unpaid dividends through the date of redemption (the "Redemption
Price"). The Redemption Price will be approximately $527.5 million, payable
entirely in NTL common stock valued at the average of the closing prices for the
25 trading days immediately prior to the redemption date. However, Microsoft has
the right to convert the Preferred Stock into approximately 6.58 million shares
of NTL common stock based on an average conversion price of approximately $80.13
per share. On January 7, 2000, the closing price on Nasdaq for NTL common stock
was $112.25.
Any shares of Common Stock issued to Microsoft will be subject to a
contractual prohibition of transfer to any non-affiliated entity until January
28, 2001.
* * * * * * *
For further information contact:
In the U.S.:
John F. Gregg, Senior Vice President - Chief Financial Officer
Richard J. Lubasch, Executive Vice President - General Counsel
Bret Richter, Director - Corporate Development
Michael A. Peterson, Director - Corporate Development
(212) 906-8440
In the UK:
Alison Smith
(01252) 402662
or via e-mail at [email protected]
EXHIBIT 99.5
[Logo of NTL Incorporated]
Ruling by the U.S. Internal Revenue Service: Joint announcement by Cable
and Wireless plc, NTL Incorporated and Cable & Wireless Communications plc
17 January 2000
Further to the joint announcement on 26 July 1999 by Cable & Wireless plc
("Cable & Wireless"), NTL Incorporated ("NTL")(Nasdaq and Easdaq: NTLI) and
Cable & Wireless Communications plc ("CWC") regarding:
1 the proposed separation of CWC into its corporate, business, internet
protocol and wholesale operations ("CWC DataCo") and its residential cable,
business cable, indirect residential telephony, residential internet and digital
television development and services business ("CWC ConsumerCo");
2 the proposed indirect acquisition by Cable & Wireless of the interest in
CWC DataCo which is not currently attributable to it (thereby achieving 100 per
cent ownership of CWC DataCo) (the "Cable & Wireless Acquisition");
3 the proposed indirect acquisition by NTL of CWC ConsumerCo (the "NTL
Acquisition" and, together with the proposed separation of CWC and the Cable &
Wireless Acquisition, the "Transaction");
Cable & Wireless, NTL and CWC announce that pursuant to a ruling that has been
obtained from the United States Internal Revenue Service, the pre-conditions to
the Transaction regarding the receipt of US tax rulings have been satisfied.
This follows the announcement of UK tax clearance on 14 October.
Further announcements will be made in due course in relation to those other
pre-conditions and conditions to the Transaction which remain outstanding.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO CANADA, JAPAN OR
AUSTRALIA. THE TRANSACTION REFERRED TO IN THIS PRESS RELEASE IS NOT AN OFFER OF
SECURITIES FOR SALE IN THE UNITED STATES. SECURITIES MAY NOT BE OFFERED OR SOLD
IN THE UNITED STATES ABSENT REGISTRATION UNDER THE US SECURITIES ACT OF 1933 OR
AN EXEMPTION FROM REGISTRATION.
<PAGE>
Enquiries
Cable & Wireless
Chris Tyler, Investor Relations 0171 315 4460
Penny Berger, Investor Relations 0171 315 6225
Peter Eustace, Media 0171 315 4495
Susan Cottam, Media 0171 315 6759
Ntl
John Gregg 0171 909 2000
Richard J. Lubasch +1 212 906 8440
Alison Smith 01252 402662
Edward Bickham 0171 413 3050
Dominic Shales 0171 413 3142
CWC
Samantha Ashworth, Investor Relations 0171 674 5303
Roy Payne, Media 0171 674 5387
Caroline Keppel-Palmer, Media 0171 674 5416
Greenhill & Co. 0171 440 0400
(advisers to Cable & Wireless)
James Lupton
David Wyles
Morgan Stanley Dean Witter 0171 425 5000
(advisers to ntl)
Paulo Pereira
Merrill Lynch 0171 628 1000
(advisers to CWC)
Bob Wigley
Richard Snow
CSFB 0171 888 8888
(advisers to the independent directors of CWC (being Sir Bryan Carsberg, JMJ
Keenan, Valerie F Gooding, JF Killian and FV Salerno) in respect of the Cable &
Wireless Acquisition and advisers to the directors of CWC in respect of the ntl
Acquisition) Michael Harrison
Greenhill & Co. International Limited ("Greenhill & Co."), which is regulated in
the United Kingdom by The Securities and Futures Authority Limited, is acting as
financial adviser to Cable & Wireless in relation to the Transaction and to no
one else and will not regard any other person as its customer or be responsible
to any one other than Cable & Wireless for providing the protections afforded to
customers of Greenhill & Co. or for providing advice in relation to the
Transaction.
Morgan Stanley & Co. Limited ("Morgan Stanley Dean Witter"), which is regulated
in the United Kingdom by The Securities and Futures Authority Limited, is acting
as financial adviser to ntl in relation to the Transaction and to no one else
and will not regard any other person as its customer or be responsible to any
one other than ntl for providing the protections afforded to customers of Morgan
Stanley Dean Witter or for providing advice in relation to the Transaction.
Merrill Lynch International ("Merrill Lynch"), which is regulated in the United
Kingdom by The Securities and Futures Authority Limited, is acting as financial
adviser to CWC in relation to the Transaction and to no one else and will not
regard any other person as its customer or be responsible to any one other than
CWC for providing the protections afforded to customers of Merrill Lynch or for
providing advice in relation to the Transaction.
Credit Suisse First Boston (Europe) Limited ("CSFB"), which is regulated in the
United Kingdom by The Securities and Futures Authority Limited, is acting as
financial adviser to the independent directors of CWC in relation to the Cable &
Wireless Acquisition and directors of CWC in relation to the ntl Acquisition and
to no one else and will not regard any other person as its customer or be
responsible to any one other than the independent directors of CWC and the
directors of CWC for providing the protections afforded to customers of CSFB or
for providing advice in relation to the Transaction.
Exhibit 99.6
[Logo of NTL Incorporated]
FOR IMMEDIATE RELEASE
NTL ANNOUNCES 5-FOR-4 STOCK SPLIT BY WAY OF A STOCK DIVIDEND
New York, New York (January 20, 2000) - NTL Incorporated (NASDAQ: NTLI; EASDAQ:
NTLI.ED) announced today that its Board of Directors has declared a 5-for-4
stock split by way of a stock dividend with respect to its common stock. The
record date for this dividend is January 31, 2000 and the payment date is
February 3, 2000. Shareholders should consult their brokers regarding sales from
the record date to the payment date. Fractional shares will be rounded to the
nearest whole share.
NTL currently has approximately 106.2 million common shares outstanding.
Following the split, the number of common shares outstanding will be
approximately 132.8 million.
*****
For further information contact: For further information contact: John F. Gregg,
Chief Financial Officer or Richard J. Lubasch, Executive Vice President-General
Counsel; or e-mail: [email protected].
