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) FEBRUARY 4, 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)
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Item 5. Other Events.
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(A) On February 4, 2000, NTL Incorporated ("NTL") announced that Britain's
12 leading racecourses had entered a period of exclusive negotiation with a
consortium of the BBC, Channel 4 and Premium TV, a subsidiary of NTL, for a deal
in excess of 200 million pounds sterling to take televised racing into the
digital age
The deal under discussion, which would run for 10 years, covers worldwide
rights - including terrestrial television, interactive TV and internet - to all
racing at the Super 12 group of British racecourses. It will guarantee continued
terrestrial coverage of Britain's premier races and race meetings. In addition
to the rights payment, the consortium will provide marketing support to a value
of 25 million pounds sterling over the 10 years.
(B) On February 7, 2000, Microsoft Corporation exercised its right to
convert into Common Stock all its shares of all Series of the Company's 5-1/4%
Convertible Preferred Stock, including accrued and unpaid dividends. In
connection with the exercise of the conversion rights, a total of 8,229,200
shares of NTL common stock were issued to Microsoft and shall remain subject to
a contractual prohibition of transfer to any non-affiliated entity until January
28, 2001.
In connection with the conversion, all outstanding shares of all Series of
NTL's 5-1/4% Convertible Preferred Stock, all of which had been held by
Microsoft, have been cancelled.
(C) On February 8, 2000, NTL commented on the announcement of the
provisional findings on the bundling of telephony and television issued by the
ITC and OFTEL.
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Item 7. Financial Statements and Exhibits.
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Exhibits
99.1 Press release, issued February 4, 2000
99.2 Press release, issued February 8, 2000
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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: February 10, 2000
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EXHIBIT INDEX
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Exhibit Page
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99.1 Press release, issued February 4, 2000
99.2 Press release, issued February 8, 2000
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
NTL INCORPORATED ANNOUNCES AGREEMENT TO TAKE RACING
INTO THE DIGITAL FUTURE
New York, New York (February 4, 2000) - Britain's 12 leading racecourses have
entered a period of exclusive negotiation with a consortium of the BBC, Channel
4 and Premium TV, a subsidiary of NTL Incorporated (NASDAQ: NTLI; EASDAQ: NTLI),
for a deal in excess of 200 million pounds sterling to take televised racing
into the digital age.
The parties reached provisional agreement on a rights deal today and aim to
finalize details of the contract in the coming weeks.
The deal under discussion, which would run for 10 years, covers worldwide rights
- - including terrestrial television, interactive TV and internet - to all racing
at the Super 12 group of British racecourses. It will guarantee continued
terrestrial coverage of Britain's premier races and race meetings.
In addition to the rights payment, the consortium will provide marketing support
to a value of 25 million pounds sterling over the 10 years.
Peter Savill, Chairman of the British Horseracing Board, said: "I'm delighted
that a basic agreement between the major racecourses and a very professional
group of media companies has been reached although final details have still to
be worked out. It was important to move quickly on this issue to secure Racing's
finances and the 12 racecourses have negotiated an excellent deal from which all
sections of Racing will benefit."
BBC Director of Television, Alan Yentob, said: "This is a great deal for racing
fans. The Super 12 racecourses have taken an imaginative decision that will
secure a bright future for racing in the digital age. The partnership of Channel
4, NTL and the BBC will create a powerful alliance, which will deliver new
opportunities for racing on every broadcast platform. The big events, which draw
the nation as a whole into racing, like the Grand National, Royal Ascot and
Glorious Goodwood, will continue to enjoy the highest profile on the BBC."
Channel 4's Managing Director, David Scott, added: "Channel 4 has been at the
forefront of televised horseracing for 14 years and we are delighted by the
prospect of playing a prominent role in what promises to be an exciting future.
This is an extremely innovative deal that will make best use of the
opportunities opened up by new technology to ensure horseracing prospers in a
digital environment."
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Geoffrey Hamilton-Fairley, Chief Executive of Premium TV, said: "This consortium
brings together the best players to deliver the best future for televised
horseracing. It is also further evidence of PTV's commitment to develop
innovative sports content for digital platforms. We recently announced a deal
with BBC Sport and BBC Worldwide to jointly develop the BBC Sports Library and
we welcome the opportunity to work with Channel 4 and the British Horseracing
Board."
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For more information please contact:
In the UK:
David Hillyard, Managing Director, RHT - 0207 487 5156/0207 343 3263
Kim Deshayes, Managing Director, Newmarket - 0207 487 5156/0207 343 3263
Douglas Erskine-Crum, Chief Executive, Ascot - 0207 487 5156/0207 343 3263
Matt Baker, Channel 4 - 0207 306 8666
Mike Hales/Alison Green, BBC Sport - 0208 225 9900
Will Robson, NTL - 01256 752661
In the US:
John F. Gregg, Chief Financial Officer - 212-906-8440
Richard J. Lubasch, Executive Vice President-General Counsel- 212-906-8440
Erik Tamm, Investor Relations - 212 906-8440
Or e-mail: [email protected].
EXHIBIT 99.2
FOR IMMEDIATE RELEASE
NTL STATEMENT IN RESPONSE TO ITC AND OFTEL PROVISIONAL
FINDINGS ON THE BUNDLING OF TELEPHONY AND TELEVISION
New York, New York; (February 8, 2000) - Barclay Knapp, President and CEO of NTL
Incorporated (Nasdaq: NTLI; Easdaq: NTLI) said today "the ITC and OFTEL report
is short and to the point because its conclusions were easy to arrive at: our
packaging of TV and telephony is great for customers. I am delighted that the
regulators have decided to throw out Sky's complaint.
NTL's emergence as the UK's leading cable operator is built on an ability to
deliver great products and services that its customers want - in a very
competitive marketplace. This is borne out by penetration and churn rates
consistently much higher than industry averages.
Since 1993, NTL has invested over 3 billion pounds sterling in building a
broadband network that brings these services to UK homes within its franchises.
This report is an endorsement of the way in which NTL delivers and markets
telephony and pay TV services over that network."
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For further information:
In the US:
John F. Gregg, Senior Vice President - Chief Financial Officer
Richard J. Lubasch, Executive Vice President - General Counsel
Bret Richter, Director - Corporate Development
Erik Tamm, Investor Relations
Tel: (212) 906-8440
In the UK:
Alison Smith, Head of Group Communications
(01252) 402662
or via e-mail at [email protected]
