SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report: March 26, 1997
NTL Incorporated
(Commission file number: 0-22616)
Delaware 52-1822078
(State of Incorporation) (I.R.S. Employer Identification No.)
of registrant)
--------------
NTL Incorporated
110 East 59th Street
New York, New York 10022
(Address of principal, executive offices)
(212) 906-8440
(Registrant's telephone number)
International CableTel Incorporated
(Former Name, Changed Since Last Report)
Item 5. Other Events
Effective on March 26, 1997, International CableTel Incorporated (the
"Company") changed its corporate name to "NTL Incorporated." The name
change was effected by the merger of a newly formed, wholly owned
subsidiary of the Company with and into the Company, pursuant to Section
253 of the General Corporation Law of the State of Delaware (the "Merger").
The Company was the surviving corporation of the Merger. The only effect
of the Merger was to change the corporate name of the Company from
"International CableTel Incorporated" to "NTL Incorporated." A copy of the
Certificate of Ownership and Merger effecting the Merger is attached hereto
as Exhibit 99.1.
On March 24, 1997, the Company issued a news release announcing the
corporate name change of the Company. A copy of such news release is
attached hereto as Exhibit 99.2.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Designation Description
----------- -----------
99.1 Certificate of Ownership and Merger, dated
March 26, 1997.
99.2 News Release, dated March 24, 1997, of NTL
Incorporated announcing its corporate name change.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrants have duly caused this report to be signed on their behalf
by the undersigned thereunto duly authorized.
NTL INCORPORATED
Date: March 26, 1997 By: /s/ Richard J. Lubasch
--------------------------
Name: Richard J. Lubasch
Title: Secretary
EXHIBIT INDEX
Designation Description Page
- ----------- ----------- ----
99.1 Certificate of Ownership and
Merger, dated March 26, 1997.
99.2 News Release, dated March 24, 1997,
of NTL Incorporated announcing its
corporate name change.
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
NTL INCORPORATED
INTO
INTERNATIONAL CABLETEL INCORPORATED
_________________________________________________________
Pursuant to Sections 103 and 253 of the
General Corporation Law of the State of Delaware
_________________________________________________________
International CableTel Incorporated, a Delaware
corporation (the "Corporation"), does hereby certify:
FIRST: The Corporation is incorporated
pursuant to the General Corporation Law of the State of
Delaware.
SECOND: The Corporation owns 100% of the
outstanding shares of each class of the capital stock of
NTL Incorporated, a Delaware corporation (the
"Subsidiary").
THIRD: The Board of Directors of the
Corporation, by resolutions duly adopted at a meeting
held on March 11, 1997 (true and correct copies of which
are attached hereto as Exhibit A), has authorized the
merger of the Subsidiary with and into the Corporation
(the "Merger"). Such resolutions have not been modified
or rescinded and are in full force and effect on the date
hereof.
FOURTH: The Corporation shall be the surviving
corporation of the Merger (the "Surviving Corporation").
FIFTH: At the effective time of the Merger the
name of the Surviving Corporation shall be changed to NTL
Incorporated.
IN WITNESS WHEREOF, International CableTel
Incorporated has caused this Certificate of Ownership and
Merger to be executed in its corporate name this 26th day
of March, 1997.
INTERNATIONAL CABLETEL INCORPORATED
By: /s/ Richard J. Lubasch
______________________________
Name: Richard J. Lubasch
Title: Secretary
FOR IMMEDIATE RELEASE
INTERNATIONAL CABLETEL INCORPORATED ANNOUNCES
NAME CHANGE TO NTL INCORPORATED
New York, New York (March 24, 1997) -- INTERNATIONAL CABLETEL INCORPORATED
(NASDAQ: ICTL) ("CableTel" or "the Company") announced today that the
Company will be changing its name to NTL Incorporated. Effective March 27,
the Company will cease to trade under its current Nasdaq symbol and will
begin trading under the Nasdaq symbol "NTLI". In a separate release, the
Company also announced its financial results for the year ended December
31, 1996.
Commenting on the change, Barclay Knapp, Chief Executive Officer said,
"Almost a year ago, CableTel acquired National Transcommunications Limited
of the UK, thereby combining CableTel's local broadband telephone and
television services with NTL's national telecoms and broadcasting services.
Since then, CableTel/NTL have been offering more types of communications
services to more types of customers than any other company in the UK,
including BT. Today's name change reflects how we are now integrating those
services to become the premiere new-era telecommunications company in the
UK.
"The NTL name was chose because not only does it speak directly to what we
are - a 'national' company 'transcending' historical communications
barriers - but also because NTL has an outstanding legacy in the UK as the
pre-eminent provider of highly reliable communications services in a
variety of disciplines."
"Although our corporate identity will be changing to NTL, and most of our
national services will be branded NTL, we will continue to use the CableTel
brand to market our local telephone and television services. CableTel has
achieved strong local brand awareness through our concerted efforts to
place the company at the heart of the local community."
The Company will hold a conference call to discuss its name change and its
1996 year end results on Tuesday, March 25, 1997 at 10:30 a.m. Eastern
Standard Time. Investors who wish to participate in the conference call
should register in advance at (212) 986-6667. A replay of the call will
also be available.
NTL Incorporated is a leading alternative telecoms services company in the
United Kingdom. The Company offers a variety of communications services
through five major business segments: Through its Local Telecoms and
Television Services division, the Company is the UK's third largest
operator of telephony/cable television systems and offers customers
residential telephony, business telecommunications and cable television
services over integrated high capacity networks located in five franchise
areas. The National Telecoms Services division operates a national
telecommunications network which is currently being integrated with the
Company's local broadband networks and provides national telecoms, radio
communications and satellite services. Through its Broadcast Services,
Internet and Information Services, and New Media Services business
segments, the Company offers national television and radio broadcast
transmission services, national internet services, and other related
programming and content services. The Company currently has nearly 200,000
customers subscribing to more than 340,000 services.
* * * * * * *
For further information contact: In the U.S.: Michael A. Peterson, Director
- -- Corporate Development or Richard J. Lubasch, Senior Vice President --
General Counsel at (212) 906-8440; or in the UK: Alison Smith at
(01252)402000.
