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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) SEPTEMBER 3, 1996
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INTERNATIONAL CABLETEL INCORPORATED
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-22616 52-1822078
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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)371-3714
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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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On September 3, 1996 International CableTel Incorporated ("CableTel")
announced that it had acquired the remaining 30% minority interest of English
Cable Enterprises, Inc. ("ECE") that it did not own. ECE owns and operates
through subsidiaries four telecommunications and cable television franchises in
the Northern suburbs of London (Central and East Hertfordshire and South and
North Bedfordshire). These franchises comprise approximately 348,600 franchised
homes.
In the transaction, CableTel exchanged 1.415 million shares of its common
stock for the remaining stock interest in ECE that was held by ECE's minority
partners. Resale of the 1.415 million shares issued in the transaction is
generally restricted such that (subject to compliance with the securities laws)
25% of the shares are eligible for sale commencing March 4, 1997, with the
remaining shares being eligible for sale commencing September 4, 1998. Following
the transaction, CableTel has outstanding approximately 32 million shares of
common stock and approximately 21.9 million shares are reserved for issuance
upon the exercise of options, warrants and the conversion of convertible
securities.
A copy of the press release issued by the Company announcing the above is
attached hereto as an exhibit and incorporated herein by reference.
Also, on August 7, 1996, Andrew Sukawaty resigned as Vice President-NTL of
CableTel. Prior to CableTel's acquisition of NTL earlier this year, Mr.
Sukawaty was NTL's Chief Executive Officer.
Item 7. Financial Statements and Exhibits
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Exhibits
99 Press Release issued September 3, 1996.
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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.
INTERNATIONAL CABLETEL INCORPORATED
(Registrant)
By: \s\ Richard J. Lubasch
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Name: Richard J. Lubasch
Title: Senior Vice President-General Counsel
Dated: September 3, 1996
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EXHIBIT INDEX
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Exhibit Page
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99 Press Release issued on September 3, 1996.
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INTERNATIONAL
CABLETEL
INCORPORATED
FOR IMMEDIATE RELEASE
INTERNATIONAL CABLETEL INCORPORATED ACQUIRES REMAINING MINORITY INTEREST IN
ENGLISH CABLE ENTERPRISES THE CORPORATION WHICH OWNS THE HERTFORDSHIRE AND
BEDFORDSHIRE TELECOMMUNICATIONS AND CABLE FRANCHISES
(Farnborough, Hampshire; New York, New York; September 3, 1996)
International CableTel Incorporated (Nasdaq: ICTL) ("CableTel") announced today
that it had acquired the remaining 30% minority interest of English Cable
Enterprises, Inc. ("ECE") that CableTel did not own. ECE owns and operates
through subsidiaries four telecommunications and cable television franchises in
the Northern suburbs of London (Central and East Hertfordshire and South and
North Bedfordshire). These franchises comprise approximately 348,600 franchised
homes.
In the transaction, CableTel exchanged 1.415 million shares of its common
stock for the remaining stock interest in ECE that was held by ECE's minority
partners. Resale of the 1.415 million shares issued in the transaction is
generally restricted such that (subject to compliance with the securities laws)
25% of the shares are eligible for sale commencing March 4, 1997, with the
remaining shares being eligible for sale commencing September 4, 1998. Following
the transaction, CableTel has outstanding approximately 32 million shares of
common stock and approximately 21.9 million shares are reserved for issuance
upon the exercise of options, warrants and the conversion of convertible
securities.
CableTel also operates telecommunications and cable television franchises
in the West of Scotland, South Wales, Northern Ireland, West Surrey and East
Hampshire and West Yorkshire. Earlier this year CableTel announced the
acquisition of NTL, the UK national telecoms operator who provides network
transmission services for the UK's non-BBC television and radio networks and is
a supplier of network services to mobile radio operators. CableTel and NTL are
in the process of linking CableTel's high-capacity local loop fiber optic
network with NTL's broadband national network to create the first national
integrated broadband network in the UK.
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"Safe Harbor" Statement under the Private Securities Litigation Reform
Act of 1995:
Except for the historical information presented, the matters discussed in this
release may include forward-looking statements. They represent CableTel's
reasonable judgment on the future and are subject to risks and uncertainties
that could cause actual results to differ materially. Such factors include, a
change in economic conditions in the various geographic areas served by
CableTel's operations which would adversely affect the level of demand for its
product; greater-than anticipated competitive activity; and the impact of new
business opportunities. These and other factors related to the business are
described in CableTel's annual report on Form 10-K.
*****
For further information contact: John Gregg, Vice President-Corporate
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Development or Richard J. Lubasch, Senior Vice-President-General Counsel at
(212)906-8440.
