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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) JANUARY 27, 1997
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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) 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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On January 27, 1997, the Company announced that intends to complete a
concurrent offering of Senior Notes Due 2007 (the "Senior Notes") and Preferred
Stock with a maturity in 2009 (the "Preferred Stock"). The Company intends to
raise approximately $300 million of gross proceeds from the offering of Senior
Notes and approximately $100 million of gross proceeds from the offering of
Preferred Stock.
The Senior Notes are expected to carry a cash-pay current coupon, while the
Preferred Stock is expected to carry either a cash-pay or pay-in-kind dividend
at the option of the Company during the first seven years.
The use of proceeds of the offering will be for the construction, working
capital requirements and other corporate purposes of the Company.
The Senior Notes and the Preferred Stock will not have been registered
under the Securities Act of 1933, as amended (the "Securities Act"), or any
state securities laws, and unless so registered, may not be offered or sold
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state securities
laws.
Accordingly, the Notes and the Preferred Stock will be offered and sold
within the United States under Rule 144A only to "qualified institutional
buyers" and to a limited number of institutional "accredited investors" that
make certain representations and agreements and outside the United States in
accordance with Regulation S under the Securities Act.
A copy of the press release issued by the Company announcing the above is
attached hereto as an exhibit and incorporated herein by reference.
Item 7. Financial Statements and Exhibits
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Exhibits
99 Press Release issued January 27, 1997.
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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: January 28, 1997
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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:
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Name: Richard J. Lubasch
Title: Senior Vice President-General Counsel
Dated: January 28, 1997
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EXHIBIT INDEX
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Exhibit Page
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99 Press Release issued January 28, 1997.
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[LOGO]
[LETTERHEAD OF INTERNATIONAL CABLETEL INCORPORATED/TM/]
For Immediate Release
PRESS RELEASE
INTERNATIONAL CABLETEL INCORPORATED
ANNOUNCES OFFERING
New York, New York; (January 27, 1997) -- International CableTel
Incorporated (Nasdaq: ICTL) ("CableTel or the Company") announced that it
intends to complete a concurrent offering of Senior Notes Due 2007 (the "Senior
Notes") and Preferred Stock with a maturity in 2009 (the "Preferred Stock").
The Company intends to raise approximately $300 million of gross proceeds from
the offering of Senior Notes and approximately $100 million of gross proceeds
from the offering of Preferred Stock.
The Senior Notes are expected to carry a cash-pay current coupon, while the
Preferred Stock is expected to carry either a cash-pay or pay-in-kind dividend
at the option of the Company during the first seven years.
The use of proceeds of the offering will be for the construction, working
capital requirements and other corporate purposes of the Company.
The Senior Notes and the Preferred Stock will not have been registered
under the Securities Act of 1933, as amended (the "Securities Act"), or any
state securities laws, and unless so registered, may not be offered or sold
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state securities
laws.
Accordingly, the Notes and the Preferred Stock will be offered and sold
within the United States under Rule 144A only to "qualified institutional
buyers" and to a limited number of institutional "accredited investors" that
make certain representations and agreements and outside the United States in
accordance with Regulation S under the Securities Act.
*****
For further information contact: Michael A. Peterson, Director-Corporate
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Development or Richard J. Lubasch, Senior Vice President-General Counsel at
(212)906-8440.
[BOTTOM PART OF LETTERHEAD OF INTERNATIONAL CABLETEL INCORPORATED/TM/]
