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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240. 14a-11(c) or sec.240. 14a-12
</TABLE>
NTL INCORPORATED
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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NTL INCORPORATED
[NTL INCORPORATED LOGO] 110 EAST 59TH STREET
NEW YORK, NEW YORK 10022
MARCH 10, 2000
Dear Stockholder:
A few weeks ago you should have received the NTL proxy statement, dated
February 11, 2000, for the upcoming special meeting of the stockholders of NTL,
which will take place in two parts. Hopefully, by now you have had time to
review the proxy statement and familiarize yourself with the issues to be
considered at the special meeting. As you may recall, the first part is
scheduled to take place at 10:00 am, local time, on March 21, 2000, at The Essex
House Hotel, 160 Central Park South, New York, New York 10019 and the second
part will take place at 10:00 am, local time, on March 28, 2000, at The Essex
House Hotel, 160 Central Park South, New York, New York 10019.
Please remember that your vote on the matters to be considered at each part
of the special meeting is very important. If you have not already voted, whether
or not you plan to attend the meeting, please complete, date, sign and promptly
return the enclosed proxy cards in the enclosed postage-paid envelope.
At the first part of the special meeting you will be asked to consider:
- A proposal to approve the issuance of shares of NTL common stock and NTL
5% cumulative participating convertible preferred stock, series B, to
France Telecom. In return, France Telecom has agreed to invest a total of
L2.8 billion ($4.5 billion) in cash in NTL to acquire these shares.
- A proposal to amend NTL's restated certificate of incorporation to
increase the maximum number of authorized shares of NTL common stock from
400,000,000 shares to 800,000,000 shares.
- A proposal to grant the NTL board of directors discretionary authority to
adjourn the special meeting.
At the second part of the special meeting you will be asked to consider:
- A proposal to approve the issuance of shares of NTL common stock to the
shareholders of Cable & Wireless Communications plc. In return, NTL would
acquire the residential cable, business cable, indirect residential
telephony, residential internet and digital television development and
services businesses of Cable & Wireless Communications.
- A proposal to amend NTL's restated certificate of incorporation to
provide that at any time Cable and Wireless plc, which owns approximately
53% of Cable & Wireless Communications, holds at least 7.5% of the shares
of NTL common stock outstanding, calculated assuming all convertible
securities of NTL are converted into NTL common stock and all options
outstanding for NTL common stock are exercised in full, at least one
director of NTL must be a person approved in writing by Cable and
Wireless in its sole discretion.
WE URGE YOU TO VOTE FOR EACH OF THE PROPOSALS TO BE CONSIDERED AT THE
SPECIAL MEETING.
The accompanying proxy statement supplement contains information concerning
NTL and several recent developments since the mailing of the NTL proxy
statement, including information regarding the proposed sale of a new series of
NTL preferred stock. The proceeds from the sale would be used to help fund NTL's
acquisition of the assets of Cablecom Holding AG. The proxy statement supplement
provides additional information regarding the NTL proxy statement that we mailed
to you in February and should be read in conjunction with that proxy statement.
IF YOU HAVE ALREADY SUBMITTED YOUR PROXY CARDS, YOU DO NOT NEED TO SUBMIT
THE ACCOMPANYING CARDS UNLESS YOU WISH TO CHANGE YOUR VOTE.
Thank you for your cooperation.
Very truly yours,
/s/ GEORGE S. BLUEMENTHAL
GEORGE S. BLUMENTHAL
Chairman of the Board of Directors
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[NTL INCORPORATED LOGO]
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PROXY STATEMENT SUPPLEMENT
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This proxy statement supplement is furnished to the holders of common
stock, par value $0.01 per share, of NTL Incorporated, a Delaware corporation,
in connection with the solicitation of proxies for use in connection with the
two-part special meeting of the NTL stockholders. The first part is scheduled to
take place at 10:00 am, local time, on March 21, 2000 and the second part will
take place at 10:00 am, local time, on March 28, 2000. Both parts of the special
meeting of the NTL stockholders will be held at The Essex House Hotel, 160
Central Park South, New York, New York 10019.
This proxy statement supplement contains information concerning NTL and
several recent developments since the mailing to you of the NTL proxy statement,
including information regarding the proposed sale of a new series of NTL
preferred stock which was announced on February 17, 2000. The proceeds from the
proposed sale would be used to help fund NTL's acquisition of the assets of
Cablecom Holding AG. This proxy statement supplement provides additional
information regarding the NTL proxy statement and should be read in conjunction
with the NTL proxy statement.
If they have not already done so, stockholders of NTL are urged to
complete, sign and date the enclosed proxy cards and promptly return them in the
enclosed postage-paid envelope. If stockholders of NTL attend the special
meeting, they may vote by ballot. If stockholders of NTL do not attend the
meeting, their shares of common stock can be voted only when represented by a
properly executed and dated proxy card. Any stockholder of NTL giving any such
proxy has the right to revoke it at any time before it is voted by (i) giving a
written notice of revocation to the secretary of NTL at the address written
below prior to either part of the special meeting of the stockholders of NTL,
(ii) completing a new proxy card bearing a later date and sending it to NTL at
the address written below or (iii) attending either part of the special meeting
and voting in person. Stockholders of NTL should send any written notice or new
proxy card to NTL at the following address:
110 East 59th Street
New York, New York 10022
Attention: Secretary
IF STOCKHOLDERS OF NTL HAVE ALREADY SUBMITTED THEIR PROXY CARDS, THEY DO
NOT NEED TO SUBMIT THE ACCOMPANYING CARDS UNLESS THEY WISH TO CHANGE THEIR VOTE.
This proxy statement supplement is dated March 10, 2000 and, together with the
enclosed proxy cards, is being mailed to stockholders on or about March
13, 2000.
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RECENT DEVELOPMENTS
Set forth below is a description of some recent developments that should be
read in conjunction with the NTL proxy statement, dated February 11, 2000.
PROPOSED SALE OF NEW SERIES OF NTL PREFERRED STOCK TO HELP FUND ACQUISITION OF
ASSETS OF CABLECOM HOLDING AG
On February 17, 2000, NTL, France Telecom, and a group of commercial banks,
referred to as the Banks, consisting of Banque Nationale de Paris, Credit
Agricole Indosuez, Deutsche Bank AG and Westdeutsche Landesbank Girozentrale,
entered into an arrangement, subject, among other things, to the completion of
NTL's acquisition of the assets of Cablecom Holding AG, involving the issuance
of 1,850,000 shares of 5% cumulative preferred stock, series A, par value $0.01
per share, of NTL for an aggregate purchase price of $1.85 billion. Of the
1,850,000 shares of the 5% cumulative preferred stock being issued under this
arrangement, 750,000 shares will be sold to France Telecom for a total purchase
price of $750,000,000. The proceeds from this issuance of 5% cumulative
preferred stock will be used primarily for the purpose of consummating the
acquisition of the assets of Cablecom Holding AG, with any remaining proceeds to
be used to help fund NTL's acquisitions of companies primarily engaged in the
broadband communications, broadcasting and cable television business in
Continental Europe outside of France.
Under the arrangement, at the option of the holder, the 5% cumulative
preferred stock is mandatorily redeemable for cash on and after the second
anniversary of the issuance. Any holder of the 5% cumulative preferred stock,
other than a commercial bank or its affiliate, has a right, exercisable at any
time after the 5% cumulative preferred stock shall have been outstanding for six
months and subject to certain conditions, to exchange shares of 5% cumulative
preferred stock for shares of Eurotel Stock, having a value equal to the
redemption price together with any accrued and unpaid dividends. "Eurotel Stock"
is defined as capital stock of a direct or indirect wholly-owned subsidiary of
NTL, which entity owns all of the outstanding capital stock of entities that are
primarily engaged in the broadband communications, broadcasting and cable
television business in Continental Europe outside of France.
If at the time of any exchange of all of the 5% cumulative preferred stock,
the Eurotel Stock acquired as a result of such exchange does not constitute 50%
of the outstanding shares of Eurotel Stock, any holder of the 5% cumulative
preferred stock, other than a commercial bank or its affiliate, may, subject to
certain conditions, acquire from NTL an additional amount of Eurotel Stock for
cash, at the same value per share as applicable to the exchange, such that the
total holding in Eurotel Stock of the holders of 5% cumulative preferred stock,
other than a commercial bank or its affiliate, shall equal 50% of the
outstanding shares of Eurotel Stock. The maximum amount of Eurotel Stock that
may be acquired upon an exchange shall be 50% of the outstanding amount of
Eurotel Stock.
On and after the date that is the earlier of (1) the second anniversary of
the issue date of the 5% cumulative preferred stock or (2) the date of an
exchange for Eurotel Stock, NTL has the right to redeem the outstanding 5%
cumulative preferred stock, in part or in whole, from any holder of the 5%
cumulative preferred stock, other than a commercial bank or its affiliate, for
cash at the redemption price together with any accrued and unpaid dividends. Any
time after a period of six months from an exchange for Eurotel Stock, any holder
of 5% cumulative preferred stock, other than a commercial bank or its affiliate,
at the holder's option and subject to certain conditions, is entitled to convert
any or all of the shares of 5% cumulative preferred stock that remain
outstanding after the exchange for Eurotel Stock into fully paid and
non-assessable shares of NTL common stock together with any accrued and unpaid
dividends. The rate of conversion is calculated and is subject to adjustment
according to the formulas described in the form of certificate of designation
that sets forth the terms of the 5% cumulative preferred stock.
Under separate arrangements, NTL and France Telecom have agreed to certain
corporate governance arrangements relating to the Eurotel entity in the event
the 5% cumulative preferred stock is exchanged for shares of Eurotel Stock.
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The purchase agreement containing the terms of the proposed sale of the 5%
cumulative preferred stock and including the form of certificate of designation
setting forth the terms governing the 5% cumulative preferred stock proposed to
be issued, was filed as an exhibit to NTL's current report on Form 8-K, dated
February 17, 2000, and is incorporated herein by reference.
FRANCE TELECOM ENTERS INTO PUT AND CALL OPTION AGREEMENT
Contemporaneously with the execution of the purchase agreement described
above, France Telecom and the Banks entered into a put and call option agreement
with respect to the shares of 5% cumulative preferred stock that were proposed
to be sold to them by NTL. The put and call option agreement generally provides
that (1) France Telecom will have the right exercisable at any time following
the issue date but no later than five business days before the second
anniversary of the issue date to purchase the 5% cumulative preferred stock held
by the Banks and (2) the Banks will also have the right in certain circumstances
to require France Telecom to acquire their shares of 5% cumulative preferred
stock.
JOINT BROADBAND INITIATIVES BY NTL AND FRANCE TELECOM
NTL and France Telecom are continuing to work together closely on a number
of broadband initiatives, including in relation to their joint bid for the UMTS
"third generation" mobile phone licences as described in the NTL proxy
statement. As a result, there may be circumstances in which France Telecom's
beneficial ownership interest in NTL may increase above the beneficial ownership
level currently contemplated in agreements between France Telecom and NTL.
If you have any questions, you may contact NTL Incorporated at (212)
906-8440. If you require an additional copy of the NTL proxy statement, please
call NTL's proxy solicitor, D.F. King & Co., Inc. at (800) 207-3155.
Dated: March 10, 2000
New York, New York
By order of the Board of Directors,
/s/ Richard J. Lubasch
Richard J. Lubasch
Executive Vice President, General
Counsel and Secretary
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NTL INCORPORATED
PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON
MARCH 21, 2000
The undersigned hereby appoints George S. Blumenthal, J. Barclay Knapp and
Richard J. Lubasch, and each of them, with full power of substitution, proxies
to represent the undersigned at the first part of the special meeting of
stockholders of NTL Incorporated to be held on March 21, 2000 and at any
adjournments or postponements thereof and thereat to vote all of the shares of
stock which the undersigned would be entitled to vote, with all powers the
undersigned would possess if personally present, as follows. The Board of
Directors recommends that you vote FOR the following proposals:
1. To approve the issuance of shares of NTL common stock and shares of NTL
5% cumulative participating convertible preferred stock, series B, to France
Telecom, S.A., pursuant to the terms of the investment agreement between NTL and
France Telecom, dated July 26, 1999, as amended.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. To approve an amendment to NTL's Restated Certificate of Incorporation
to increase the maximum number of shares of NTL common stock from 400,000,000 to
800,000,000 shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To permit adjournment of the meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. In their discretion, to act upon such other business related to the
proposal to approve the share issuance to France Telecom and the proposal to
increase authorized common stock as may properly come before the special meeting
and any adjournments or postponements thereof.
The first part of the special meeting shall be held at 10:00 a.m., local
time, on March 21, 2000 at The Essex House Hotel, 160 Central Park South, New
York, New York 10019, for the purpose of voting on and approving these
proposals.
THE BOARD OF DIRECTORS OF NTL INCORPORATED
RECOMMENDS A VOTE FOR THE APPROVAL OF EACH PROPOSAL.
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THE PROXY HOLDERS WILL VOTE THE SHARES REPRESENTED BY THIS PROXY IN THE
MANNER INDICATED ON THE REVERSE SIDE HEREOF. UNLESS A CONTRARY DIRECTION IS
INDICATED, THE PROXY HOLDERS WILL VOTE FOR APPROVAL OF EACH OF THE STATED
PROPOSALS AND AT THE DISCRETION OF THE PROXY HOLDERS AS TO ANY OTHER MATTER
RELATED TO THE PROPOSALS THAT MAY PROPERLY COME BEFORE THE FIRST PART OF THE
SPECIAL MEETING.
The undersigned hereby acknowledges notification of the first part of the
special meeting and receipt of the proxy statement dated February 11, 2000,
relating to the first part of the special meeting.
-----------------------------------
Signature
-----------------------------------
Signature
Dated , 2000
In case of joint owners, each joint
owner must sign, if signing for a
corporation or partnership or as
agent, attorney or fiduciary,
indicate the capacity in which you
are signing.
PLEASE MARK, DATE, AND SIGN YOUR NAME AS IT APPEARS ON THIS CARD
AND RETURN IN THE ENCLOSED ENVELOPE.
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NTL INCORPORATED
PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON
MARCH 28, 2000
The undersigned hereby appoints George S. Blumenthal, J. Barclay Knapp and
Richard J. Lubasch, and each of them, with full power of substitution, proxies
to represent the undersigned at the second part of the special meeting of
stockholders of NTL Incorporated to be held on March 28, 2000 and at any
adjournments or postponements thereof and thereat to vote all of the shares of
stock which the undersigned would be entitled to vote, with all powers the
undersigned would possess if personally present, as follows. The Board of
Directors recommends that you vote FOR the following proposals:
1. To approve the issuance of shares of NTL common stock to the
shareholders of Cable & Wireless Communications in exchange for CWC ConsumerCo.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. To approve an amendment to NTL's Restated Certificate of Incorporation
to grant a board seat right to Cable and Wireless.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, to act upon such other business related to the
proposal to approve the CWC ConsumerCo share issuance and the proposal of the
Cable and Wireless board seat as may properly come before the special meeting
and any adjournments or postponements thereof.
The second part of the special meeting shall be held at 10:00 a.m., local
time, on March 28, 2000, at The Essex House Hotel, 160 Central Park South, New
York, New York 10019, for the purpose of voting on and approving these
proposals.
THE BOARD OF DIRECTORS OF NTL INCORPORATED
RECOMMENDS A VOTE FOR THE APPROVAL OF EACH PROPOSAL.
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THE PROXY HOLDERS WILL VOTE THE SHARES REPRESENTED BY THIS PROXY IN THE
MANNER INDICATED ON THE REVERSE SIDE HEREOF. UNLESS A CONTRARY DIRECTION IS
INDICATED, THE PROXY HOLDERS WILL VOTE FOR APPROVAL OF EACH OF THE STATED
PROPOSALS AND AT THE DISCRETION OF THE PROXY HOLDERS AS TO ANY OTHER MATTER
RELATED TO THE PROPOSALS THAT MAY PROPERLY COME BEFORE THE SECOND PART OF THE
SPECIAL MEETING.
The undersigned hereby acknowledges notification of the second part of the
special meeting and receipt of the proxy statement dated February 11, 2000,
relating to the second part of the special meeting.
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Signature
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Signature
Dated , 2000
In case of joint owners, each joint
owner must sign, if signing for a
corporation or partnership or as
agent, attorney or fiduciary,
indicate the capacity in which you
are signing.
PLEASE MARK, DATE, AND SIGN YOUR NAME AS IT APPEARS ON THIS CARD
AND RETURN IN THE ENCLOSED ENVELOPE.
