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) MAY 18, 2000
NTL INCORPORATED
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(Exact Name of Registrant as Specified in Charter)
Delaware * 13-4105887
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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)
* This report is being filed with the Commission by the Registrant as a
Successor Issuer to NTL (Delaware), Inc. by virtue of paragraph (a) of Rule
12g-3 under the Securities Exchange Act of 1934, as amended. The Commission
File Number of NTL (Delaware), Inc. is 0-25691.
Item 5. Other Events.
(A) On May 18, 2000, NTL Incorporated (NASDAQ and EASDAQ: NTLI)
completed a corporate restructuring to create a holding company structure.
The holding company restructuring was accomplished through a merger under
Section 251(g) of the Delaware General Corporation Law so that all
stockholders of NTL at the effective time of the merger became stockholders
of the new holding company, and NTL became a subsidiary of the new holding
company. The formation of the holding company was previously announced as
part of the Company's acquisition of the residential cable assets of Cable
& Wireless Communications plc which transaction is expected to close by May
31, 2000.
The new holding company has taken the NTL Incorporated name and will
trade under the same NTLI (NASDAQ and EASDAQ) symbols, with the same CUSIP
numbers as before. The holding company's subsidiary has changed its name to
NTL (Delaware), Inc.
Stockholders are not required to take any action in connection with
this corporate restructuring. All outstanding shares will be converted into
shares of the holding company, in a non-taxable transaction, with the same
voting powers, designations, preferences and rights, and the same
qualifications, restrictions, and limitations, as the shares of NTL
previously held by stockholders prior to the holding company merger. The
shares of the holding company will continue to be represented by the same
stock certificates that previously represented shares of NTL capital stock
prior to the holding company merger.
A copy of the press release announcing the holding company merger is
attached hereto as Exhibit 99 and is incorporated herein by reference.
(B) This report is being filed with the Commission by the Registrant
as a Successor Issuer to NTL (Delaware), Inc. by virtue of paragraph (a) of
Rule 12g-3 under the Securities Exchange Act of 1934, as amended. The
Commission File Number of NTL (Delaware), Inc. is 0-25691. This Form 8-K is
being filed by NTL Incorporated as a Successor Issuer as required by
Paragraph (f) of Rule 12g-3 under the Securities Exchange Act of 1934.
Item 7. Financial Statements and Exhibits.
Exhibit
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99 Press release, issued May 18, 2000
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 hereunto duly authorized.
NTL INCORPORATED
(Registrant)
By: /s/ Richard J. Lubasch
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Name: Richard J. Lubasch
Title: Executive Vice President,
General Counsel and Secretary
Dated: May 19, 2000
EXHIBIT INDEX
Exhibit
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99 Press release, issued May 18, 2000
EXHIBIT 99 - PRESS RELEASE
COMPANY PRESS RELEASE
Source: NTL Incorporated
NTL ANNOUNCES FORMATION OF HOLDING COMPANY
NEW YORK, May 18, 2000 / PR Newswire / - - NTL Incorporated (NASDAQ
and EASDAQ: NTLI) announced that effective today, it completed a corporate
restructuring to create a holding company structure. The holding company
restructuring was accomplished through a merger under Section 251(g) of the
Delaware General Corporation Law so that all stockholders of NTL at the
effective time of the merger became stockholders of the new holding
company, and NTL became a subsidiary of the new holding company. The
formation of the holding company was previously announced as part of the
Company's acquisition of the residential cable assets of Cable & Wireless
Communications plc which transaction is expected to close by May 31, 2000.
The new holding company has taken the NTL Incorporated name and will
trade under the same NTLI (NASDAQ and EASDAQ) symbols, with the same CUSIP
numbers as before. The holding company's subsidiary has changed its name to
NTL (Delaware), Inc.
Stockholders are not required to take any action in connection with
this corporate restructuring. All outstanding shares will be converted into
shares of the holding company, in a non-taxable transaction, with the same
voting powers, designations, preferences and rights, and the same
qualifications, restrictions, and limitations, as the shares of NTL
previously held by stockholders prior to the holding company merger. The
shares of the holding company will continue to be represented by the same
stock certificates that previously represented shares of NTL capital stock
prior to the holding company merger.
***
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 Kirkwood
Will Robson
Tel: 011-44-1256-752-000
SOURCE: NTL Incorporated
