SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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) MARCH 16, 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 2. Acquisition or Disposition of Assets.
- ------- -------------------------------------
On March 28, 2000, NTL announced that it had completed its acquisition of
the assets of Cablecom Holdings AG from Swisscom AG, Siemens Schweiz AG and VEBA
Telecom GmbH. NTL acquired Cablecom for CHF 5.8 billion (approximately $3.5
billion).
NTL financed the transaction from cash on hand, loan facilities and the
issuance of $1.85 billion of 5% cumulative preferred stock, series A, to France
Telecom and a group of commercial banks.
Item 5. Other Events.
- ------- -------------
A. On March 16, 2000, further to the joint announcement on February 15,
2000, Cable & Wireless plc ("Cable & Wireless"), NTL Incorporated ("NTL") and
Cable & Wireless Communications plc ("CWC") announced that at the Court meeting
of CWC's independent shareholders (which excludes Cable & Wireless group
companies and Bell Atlantic group companies) the scheme of arrangement to be
entered into by CWC in connection with the Transaction was approved by the
requisite majority.
At an Extraordinary General Meeting held immediately following the Court
meeting, all necessary approvals from CWC shareholders in respect of the
Transaction were obtained.
B. On March 16, 2000, NTL announced an agreement to take a 25% stake in
Bredbandsbolaget (B2), a Swedish telecommunications company specializing in the
provision of broadband access and services to the home. The investment is
principally in the form of a capital increase and the funds raised will be used
to continue B2's international expansion. The financial terms of the deal were
not disclosed. As part of the agreement, Barclay Knapp, NTL Chief Executive, and
John Gregg, NTL Chief Financial Officer, will join B2's board of directors.
C. On March 21, 2000, further to the joint announcement on March 16, 2000
and February 15, 2000, Cable & Wireless, NTL and CWC announced that at the first
part of the NTL special meeting of stockholders, NTL's stockholders approved
(1)France Telecom's proposed 2.8 billion pounds sterling investment in NTL
Common Stock and convertible preferred stock; (2) amendments to NTL's restated
certificate of incorporation increasing the maximum number of shares of NTL
common stock from 400 million to 800 million shares; and (3) discretionary
authority on NTL's directors to adjourn the second part of the NTL special
meeting of stockholders scheduled for March 28, 2000.
D. On March 22, 2000, NTL Incorporated announced that the Secretary of
State for Trade and Industry and the Competition Commission had cleared, without
condition, NTL's acquisition of the consumer operations of Cable & Wireless
Communications plc from a competition perspective.
The Department of Trade and Industry is also expected to begin the final
process for clearing France Telecom's investment in NTL, which is also a
condition of the acquisition. France Telecom's investment in NTL has been
subject to FT's undertakings with regard to its UK investments, which have now
been finalized with the DTI, but are subject to a public comment period.
E On March 28, 2000, NTL through its wholly owned subsidiary Premium TV
Limited, announced that it had entered into a media partnership with
Middlesbrough Football Club. Under the agreement NTL will make an undisclosed
investment in Middlesbrough for an equity stake of 5.585%.
Under the agreement, NTL will obtain various rights associated with
Middlesbrough. For a period of five years from May 2000, Premium TV Ventures
Ltd, another subsidiary of NTL, will act as exclusive world-wide agent for
certain media and commercial rights excluding rights collectively negotiated by
the FA Premier League. NTL will operate any Middlesbrough channel, Internet and
e-commerce services associated with the club.
<PAGE>
Item 7. Financial Statements and Exhibits.
- ------- ----------------------------------
Exhibits
99.1 Press release, issued March 28, 2000
99.2 Press release, issued March 16, 2000
99.3 Press release, issued March 16, 2000
99.4 Press release, issued March 21, 2000
99.5 Press release, issued March 22, 2000
99.6 Press release, issued March 28, 2000
<PAGE>
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
---------------------------
Name: Richard J. Lubasch
Title: Executive Vice President-
General Counsel
Dated: March 28, 2000
<PAGE>
EXHIBIT INDEX
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Exhibit Page
- ------- ----
99.1 Press release, issued March 28, 2000
99.2 Press release, issued March 16, 2000
99.3 Press release, issued March 16, 2000
99.4 Press release, issued March 21, 2000
99.5 Press release, issued March 22, 2000
99.6 Press release, issued March 28, 2000
EXHIBIT 99.1
[LOGO OF NTL INCORPORATED]
FOR IMMEDIATE RELEASE
NTL COMPLETES ITS ACQUISITION OF THE CABLECOM GROUP
New York, New York (March 28, 2000) - NTL Incorporated (Nasdaq and Easdaq:
NTLI), announced today that it had completed its acquisition of the assets of
Cablecom Holdings AG from Swisscom AG, Siemens Schweiz AG and VEBA Telecom GmbH.
NTL acquired Cablecom for CHF 5.8 billion (approximately $3.5 billion).
NTL financed the transaction from cash on hand, loan facilities and the issuance
of $1.85 billion of 5% cumulative preferred stock, series A, to France Telecom
and a group of commercial banks.
Commenting on the transaction, Barclay Knapp, President and Chief Executive
Officer of NTL, said: "We are delighted to announce the closing of the Cablecom
transaction. Cablecom plays the lead role in our Continental European strategy
by providing a network at the very heart of the continent. NTL is thrilled to
acquire an extremely well managed company, with huge potential for growth from
traditional and new broadband services. We look forward to working with the
management and staff of Cablecom to successfully deliver NTL's vision of a
broadband world."
Cablecom is Switzerland's largest cable operator with 1.38 million subscribers
(reflecting a penetration rate of 96% of homes passed in its service areas) and
delivers signals via its national fiber backbone to other cable operators who
serve a further 300,000 cable homes. Over 90% of television broadcasting in
Switzerland is delivered over cable networks. Cablecom has a 53% share of the
Swiss cable market and is the major cable operator in 12 of Switzerland's 16
largest cities. Cablecom has been the catalyst for the consolidation of the
Swiss cable market and recently launched digital television and high-speed
Internet services.
Cablecom also owns SwissOnline, one of the largest ISP's in Switzerland and one
of the country's most popular portals with approximately 140,000 customers.
Cablecom already has a telecommunications license to provide data (Internet,
leased lines and ATM) and value added services throughout Switzerland and it
will shortly submit an application to extend the licenses for the provisioning
of voice telephony. Cablecom's network is currently being upgraded as part of an
investment program going through 2003, with over $250 million spent during the
last two years. The network upgrade program will include the completion of a
national fiber ring which is expected to cover approximately 75% of Switzerland
by the end of 2001 as one of only two national fiber rings in the country.
For information, please contact:
In the U.S.:
John F. Gregg, Chief Financial Officer
Richard J. Lubasch, Executive Vice President - General Counsel
Bret Richter, Vice President - Corporate Finance and Development
Erik Tamm, Investor Relations
Tel: (212) 906-8440
Or e-mail: [email protected]
In the UK:
Jeff Wyman, Assistant General Counsel
Aizad Hussain, Director - Corporate Development
Tel: +44 171 909 2000
Alison Kirkwood
Will Robson
Tel: +44 1256 752 000
EXHIBIT 99.2
[LOGO OF NTL INCORPORATED]
CWC Shareholder Meetings Approve Scheme and Transaction
Joint announcement by Cable and Wireless plc, NTL Incorporated and
Cable & Wireless Communications plc
March 16, 2000
Further to the joint announcement on February 15, 2000 by Cable & Wireless plc
("Cable & Wireless"), NTL Incorporated ("NTL")(Nasdaq and Easdaq: NTLI) and
Cable & Wireless Communications plc ("CWC") regarding the posting of shareholder
and other public documentation relevant to:
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 businesses ("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");
and
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:
- - at the Court meeting of CWC's independent shareholders (which excludes
Cable & Wireless group companies and Bell Atlantic group companies) held
today the scheme of arrangement to be entered into by CWC in connection
with the Transaction was approved by the requisite majority; and
- - at an Extraordinary General Meeting held immediately following the Court
meeting, all necessary approvals from CWC shareholders in respect of the
Transaction were obtained.
Further announcements will be made in due course in relation to those other
conditions and closing conditions to the Transaction which remain outstanding.
Documents relating to the Mix and Match Facility will be dispatched to CWC
shareholders shortly.
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>
For information, please contact:
NTL (U.S.)
John F. Gregg, Chief Financial Officer
Richard J. Lubasch, Executive Vice President - General Counsel
Bret Richter, Vice President - Corporate Finance and Development
Erik Tamm, Investor Relations
Tel: (212) 906-8440
Or e-mail: [email protected].
NTL (UK)
Alison Smith, Group Public Relations, Tel: +44 1256 752 662
Will Robson, Tel: +44 7050 094 371
Edward Bickham, Tel: +44 171 413 3050
Dominic Shales, Tel: +44 171 413 3142
Cable & Wireless
Chris Tyler, Investor Relations, Tel: +44 171 315 4460
Peter Eustace, Media, Tel: +44 171 315 4495
Susan Cottam, Media, Tel: + 171 315 4410
CWC
Samantha Ashworth, Investor Relations, Tel: +44 171 674 5303
Roy Payne, Media, Tel: +44 171 674 5387
Caroline Keppel-Palmer, Media, Tel: +44 171 674 5416
Greenhill & Co. (advisers to Cable & Wireless)
James Lupton or David Wyles, Tel: +44 171 440 0400
Morgan Stanley Dean Witter (advisers to NTL)
Paulo Pereira or John Krumins, Tel: +44 171 425 5000
Merrill Lynch (advisers to CWC)
Bob Wigley, Richard Snow or Gary Narunsky, Tel: +44 171 628 1000
CSFB
(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 or Ian Brown, Tel: +44 171 888 8888
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 99.3
[LOGO OF NTL INCORPORATED]
FOR IMMEDIATE RELEASE
NTL AGREES TO 25% STAKE IN BREDBANDSBOLAGET (B2)
New York, New York (March 16, 2000) - NTL Incorporated (Nasdaq and Easdaq:
NTLI), today announced an agreement to take a 25% stake in Bredbandsbolaget
(B2), a Swedish telecommunications company specializing in the provision of
broadband access and services to the home. The investment is principally in the
form of a capital increase and the funds raised will be used to continue B2's
international expansion.
The financial terms of the deal were not disclosed.
As part of the agreement, Barclay Knapp, NTL Chief Executive, and John Gregg,
NTL Chief Financial Officer, will join B2's board of directors.
Barclay Knapp, Chief Executive of NTL, said: "We have joined forces with B2 in
order to develop an important strategic alliance in Scandinavia, Europe's most
e-centric region. B2 is implementing one of the most aggressive
fiber-to-the-home rollout strategies anywhere in the world, targeting over one
million homes by 2001 with 10-100 Mps high-speed internet connectivity. We have
also been impressed by the Brikks system, which has been developed by Framfab to
provide consumers with the freedom to create their own 'front end' home portal.
We look forward to putting B2's skills and experience to good use in the months
and years ahead."
Jonas Birgersson, B2's Chairman, said: "We are delighted to welcome NTL as a new
investor. Their support shows great confidence in B2 and adds to our list of
blue chip investors, which already includes Intel, Investor AB and the Carlyle
Group.
"Internationally, NTL has a strong entrepreneurial track record. This deal gives
B2 a strong partner as we move into new markets. In particular, NTL will give B2
access to a wide range of content and service providers. It will help B2 build a
broadband platform and position B2 for aggressive expansion outside its home
market to become one of the leading new generation broadband operators in
Europe."
Representing B2's investors, Borje Ekholm, Investor AB Managing Director, said:
"We welcome NTL to the B2 board. This will significantly improve the execution
capability and international potential of B2."
If the acquisitions of the consumer operations of Cable & Wireless
Communications plc ("CWC ConsumerCo") and the assets of Cablecom Holding AG are
completed, NTL will serve over five million cable, telephony and Internet
customers in the UK, Ireland, France and Switzerland and its broadband networks
will ultimately pass nearly 14 million homes in these countries.
For information, please contact:
In the U.S.:
John F. Gregg, Chief Financial Officer
Richard J. Lubasch, Executive Vice President - General Counsel
Bret Richter, Vice President - Corporate Finance and Development
Erik Tamm, Investor Relations
Tel: (212) 906-8440
Or e-mail: [email protected].
In the U.K.:
Alison Smith - +44 1252 402 000
<PAGE>
Notes to Editors:
1. Bredbandsbolaget (B2)
B2 (www.bredband.com) provides urban households and businesses in Sweden with
10-100Mps full two-way Intranet and Internet access through use of high-speed IP
networks. Later this year, B2 plans to introduce advanced services including
video and voice telephony, video streaming, games-on-demand and tele-metering
services. B2 was established in the summer of 1998 to fill a gap in the supply
of broadband access and services available to private persons and households. B2
was set up by Internet consultant Framfab, which remains a major shareholder in
the company. Other major shareholders include Intel, the Carlyle Group, Investor
and Novestra. Morgan Stanley Dean Witter Equity Funding Inc., has also taken a
small stake in the company.
2. Broadband in Sweden
The telecommunications market in Sweden is one of the most liberalised in
Europe. The country is therefore set to gain huge economic and social benefits
from the development of this new broadband technology. Bredbandsbolaget is a
pioneer in providing low-cost broadband connections to consumers in Sweden. The
company uses inexpensive but powerful technology, developed primarily for local
networks for companies, so-called LAN (Local Area Networks). Many cities in
Scandinavia have already built LANs. This makes true broadband affordable to
individual homes.
This technology is less complicated and less expensive than traditional
telecommunication technology from telephone operators, offering consumers better
performance by a factor of ten.
3. Framfab
Framfab (www.framfab.se) creates new business for the network economy through
digital and interactive services. Framfab today has more than 1,500 employees,
divided among 29 offices in Boras, Cologne, Copenhagen, Gothenburg, Linkoping,
London, Lund, Malmo, Oslo, Palo Alto, Paris, Skovde, Stockholm, Sundsvall,
Uppsala and Vasteras. Among Framfab's clients are 3M, AstraZeneca, AXA,
Electrolux, Ericsson, France Telecom, Ikea, International Red Cross, SAAB Group,
Tele Danmark, Vattenfall, Volvo Car Corporation and Volvo Group. Framfab is
listed on the Stockholm Stock Exchange "O" list (ticker FTID).
EXHIBIT 99.4
[LOGO OF NTL INCORPORATED]
NTL STOCKHOLDERS APPROVE FRANCE TELECOM INVESTMENT
Joint announcement by Cable and Wireless plc, NTL Incorporated and
Cable & Wireless Communications plc
Further to the joint announcement on February 15, 2000 by Cable & Wireless plc
("Cable & Wireless"), NTL Incorporated ("NTL")(Nasdaq and Easdaq: NTLI) and
Cable & Wireless Communications plc ("CWC") regarding the posting of shareholder
and other public documentation relevant to:
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 businesses ("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");
and
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 at the first part of the NTL special
meeting of stockholders held today, NTL's stockholders approved:
(a) France Telecom's proposed 2.8 billion pounds sterling investment in NTL
Common Stock and convertible preferred stock;
(b) amendments to NTL's restated certificate of incorporation increasing the
maximum number of shares of NTL common stock from 400 million to 800
million shares; and
(c) discretionary authority on NTL's directors to adjourn the second part of
the NTL special meeting of stockholders scheduled for March 28, 2000.
The approval of the issuance of NTL Common Stock to CWC shareholders as
consideration for the NTL Acquisition will be sought at a second part of the
special meeting of NTL stockholders which is scheduled (subject to adjournment)
for March 28, 2000.
Further announcements will be made in due course in relation to those other
conditions and closing conditions to the Transaction which remain outstanding.
<PAGE>
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 U.S. SECURITIES ACT OF 1933
OR AN EXEMPTION FROM REGISTRATION.
Enquiries
Cable & Wireless
Chris Tyler, Investor Relations +44 171 315 4460
Peter Eustace, Media +44 171 315 4495
Susan Cottam, Media +44 171 315 4410
NTL
John Gregg (212) 906-8440
Richard J. Lubasch (212) 906 8440
Erik Tamm (212) 906-8479
Will Robson +44 1256 752 000
Edward Bickham +44 171 413 3050
Dominic Shales +44 171 413 3142
CWC
Samantha Ashworth, Investor Relations +44 171 674 5303
Roy Payne, Media +44 171 674 5387
Caroline Keppel-Palmer, Media +44 171 674 5416
Morgan Stanley Dean Witter +44 171 425 5000
(advisers to NTL)
Paulo Pereira
John Krumins
Greenhill & Co. +44 171 440 0400
(advisers to Cable & Wireless)
James Lupton
David Wyles
Merrill Lynch +44 171 628 1000
(advisers to CWC)
Bob Wigley
Richard Snow
Gary Narunsky
CSFB +44 171 888 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
Ian Brown
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 99.5
[LOGO OF NTL INCORPORATED]
FOR IMMEDIATE RELEASE
CWC CONSUMERCO ACQUISITION RECEIVES
COMPETITION CLEARANCE
New York, New York (March 22, 2000) - NTL Incorporated (Nasdaq and Easdaq:
NTLI), today announced that the Secretary of State for Trade and Industry and
the Competition Commission had cleared, without condition, NTL's acquisition of
the consumer operations of Cable & Wireless Communications plc ("CWC
ConsumerCo") from a competition perspective.
The Department of Trade and Industry is also expected to begin the final process
for clearing France Telecom's investment in NTL, which is also a condition of
the acquisition. France Telecom's investment in NTL has been subject to FT's
undertakings with regard to its UK investments, which have now been finalized
with the DTI, but are subject to a public comment period.
Although this public consultation period will slightly delay final closing of
the transactions, all parties believe that a 2nd quarter closing is still
achievable. The independent shareholders of CWC approved the scheme of
arrangement to be entered into by CWC in connection with the Transaction on
March 16th and NTL's stockholders approved France Telecom's investment on March
21st. An additional meeting of NTL's stockholders is scheduled for March 28th
(subject to adjournment) to approve the acquisition of CWC ConsumerCo.
For information, please contact:
In the U.S.:
John F. Gregg, Chief Financial Officer
Richard J. Lubasch, Executive Vice President - General Counsel
Bret Richter, Vice President - Corporate Finance and Development
Erik Tamm, Investor Relations
Tel: (212) 906-8440
Or e-mail: [email protected]
In the U.K.:
Will Robson - +44 1256 752 000
EXHIBIT 99.6
[LOGO OF NTL INCORPORATED]
[LOGO OF MIDDLESBOROUGH FOOTBALL CLUB]
28 March 2000
NTL announces media partnership with Middlesbrough FC
NTL Inc ("NTL") through its wholly owned subsidiary Premium TV Limited ("Premium
TV"), has announced today that it has entered into a media partnership with
Middlesbrough Football Club. Under the agreement NTL will make an undisclosed
investment in Middlesbrough for an equity stake of 5.585%.
Under the agreement, NTL will obtain various rights associated with
Middlesbrough. For a period of five years from May 2000, Premium TV Ventures
Ltd, another subsidiary of NTL Inc, will act as exclusive world-wide agent for
certain media and commercial rights excluding rights collectively negotiated by
the FA Premier League. NTL will operate any Middlesbrough channel, Internet and
e-commerce services associated with the club. The media partnership will build
on the strong working relationship between NTL and the club established over a
number of years.
Steve Gibson, Middlesbrough Chairman said: "I am delighted at the prospects for
our new alliance with NTL, it will bring new opportunities for both the club and
its supporters. The additional funding and NTL's expertise will strengthen the
club and open up new and exciting possibilities for us, the benefits from which
will help the club to achieve its ambition to be a major force in the Premier
League."
Geoffrey Hamilton-Fairley, managing director of Premium TV said: "This strategic
alliance is good news for the club and its fans. NTL and Middlesbrough will
combine their strengths to get the best return for the club from sponsorship,
advertising and media rights. This is also about harnessing all media
opportunities including e-commerce and the Internet, which is going to be an
increasingly important medium in football. NTL has invested in Middlesbrough
because it is a well run club with a large and loyal fan base with whom we have
been working closely for years. We look forward to expanding our long term
relationship with the club into a new and rewarding association."
ENDS
<PAGE>
more on Premium TV
Premium TV is a wholly owned subsidiary of NTL Incorporated, which owns one of
the largest broadband telecommunications companies in the UK and Ireland. The
company offers local business and residential telephony, cable television and
Internet services over local broadband networks to approximately 25 per cent of
the cable households in Great Britain. In addition, ntl is the largest cable
operator in the Republic of Ireland and also has cable franchises in France.
Through its national telecommunications division, the company offers national
business telecommunications, national and international carrier services and
satellite and radio communications services. In addition, ntl provides broadcast
transmission services in the UK and Australia. NTL is listed on Nasdaq and
EASDAQ.
On 16 December 1998, Premium TV increased its shareholding in Newcastle United
to 9.9% and announced a 5 year exclusive media rights agency agreement and a 5
year sponsorship of the Club.
On 26 January 2000, Premium TV made a loan to Aston Villa convertible into up to
9.99% of Aston Villa's enlarged issued share capital, together with sponsorship
of the Club and a 5 year agency agreement.
More on 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 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 are in
Hook, Hampshire, UK. It has over 12,000 employees.
- - In January 1999, NTL announced that Microsoft Corporation was investing
$500 million in NTL, equating approximately to a 3% stake in the company.
- - in July 1999, NTL announced its intention to acquire the consumer
operations of Cable & Wireless Communications plc.
For further information please contact:
Middlesbrough FC
Dave Allan 01642 877725 / 0411 025009
Premium TV
Will Robson 01256 752661 / 07050 094371
Liz Nicholson 01256 752669
Buchanan Communications
Mark Edwards, 0171 466 5000
Hill & Knowlton
Dominic Shales, 0171 413 3142
Alexia Blackburne, 0171 413 376
