NTL INC /DE/
8-K, 1997-05-09
CABLE & OTHER PAY TELEVISION SERVICES
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<PAGE>
 
                       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 (DATE OF EARLIEST EVENT REPORTED)  MAY 8, 1997
                                                  -----------

                               NTL INCORPORATED
- -------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)
 
 
    Delaware                    0-22616                    52-1822078
- ---------------                 -------                -------------------
(State or Other               (Commission              (IRS Employer
Jurisdiction of               File Number)             Identification No.)
Incorporation)
 
 
110 East 59th Street, New York, New York                  10022
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices)               (Zip Code)
 
Registrant's Telephone Number, including area code          (212)906-8440
                                                          ------------------
 



 _____________________________________________________________________________
         (Former Name or Former Address, if Changed Since Last Report)
<PAGE>
 
Item 5.  Other Events.
- ------   ------------ 

     On May 8, 1997, NTL Incorporated (formerly International CableTel
Incorporated (the "Company")) announced that a wholly-owned subsidiary has
entered into an agreement with United News & Media plc ("United") relating to
Digital Television Network Limited ("DTN"), an indirect wholly-owned subsidiary
of the Company which submitted applications to the Independent Television
Commission ("ITC") for licenses to operate one or more digital terrestrial
multiplexes under the Broadcasting Act 1996 ("DTT Licenses").  Under this
agreement, United would, at the option of either NTL or United exercisable if
the ITC notifies DTN that it is proposing to grant one or more DTT Licenses to
DTN, subscribe for 30% of the equity of DTN.  The remaining shares would be
subscribed by a subsidiary of NTL.

     The agreement with United is conditional upon the ITC's grant of one or
more DTT Licenses.

     DTN's applications for DTT Licenses and the agreement with United are
currently being considered by the ITC and there can be no assurances that DTN's
applications will ultimately be successful.

     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
- ------   ---------------------------------

         Exhibits

         99  Press Release issued May 8, 1997.
<PAGE>
 
                                   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 thereunto duly authorized.



                              NTL INCORPORATED
                                    (Registrant)



                              By: /s/ George S. Blumenthal
                              ------------------------------------------------
                              Name: George S. Blumenthal
                              Title: Chairman of the Board and Treasurer


Dated: May 8, 1997
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------



Exhibit                                                            Page
- -------                                                            ----


  99       Press Release issued May 8, 1997.

<PAGE>
 
                                                                      EXHIBIT 99
 
                            RELEASED ON MAY 8, 1997

                                                           For Immediate Release



                                 PRESS RELEASE

                               NTL INCORPORATED
               ANNOUNCED AGREEMENT WITH UNITED NEWS & MEDIA PLC


        New York, New York; (May 8, 1997) - NTL Incorporated (Nasdaq: NTLI)
("NTL or the Company") announced that a wholly owned subsidiary has entered into
an agreement with United News & Media plc ("United") relating to Digital
Television Network Limited ("DTN"), an indirect wholly owned subsidiary of NTL
which submitted applications to the Independent Television commission ("ITC")
for licenses to operate one or more digital terrestrial multiplexes under the
Broadcasting Act 1996 ("DTT Licenses"). Under this agreement, United would, at
the option of either NTL or United exercisable if the ITC notifies DTN that it
is proposing to grant one or more DTT Licenses to DTN, subscribe for 30% of the
equity of DTN. The remaining shares would be subscribed by a subsidiary of NTL.

        The agreement with United is conditional upon the ITC's grant of one or 
more DTT Licenses.

        Roger Laughton, Executive director, Broadcasting and Entertainment at 
United, said "United is very pleased to have this opportunity to invest in DTN, 
which has prepared a most impressive application. It contains a range of
exciting and innovative proposals increasing the services available to consumers
and viewers in their home. It is also a bid which, if successful, will offer the
prospect of serious competition in the important digital television market."

        Barclay Knaff, Chief Executive Officer and President of NTL, said "We 
are delighted to welcome United as a potential equity investor in DTN.  United 
is already an important provider of programming in our application.  DTN's 
innovative proposals to the ITC and NTL's continued control of DTN remain 
unchanged."

        DTN's applications for DTT Licenses and the agreement with United are 
currently being considered by the ITC and there can be no assurances that DTN's 
applications will ultimately be successful.  United is an international media 
and information group listed on the London Stock Exchange, with interests in:

        .  consumer publishing, including Express Newspapers, regional 
           newspapers in the UK, and advertising publications in the US and 
           Europe

        .  broadcasting and entertainment, including the Meridian and Anglia ITV
           companies and a 29% share in Channel 5 in the UK

        .  financial services, including the world's largest integrated money 
           and securities broker

<PAGE>
 
        .  business services, including the Miller Freeman trade magazines and 
           exhibitions business, NOP Information Group, PR Newswire and the 
           Visual Communications Group stock photography business


For further information contact:  John Gregg, Managing Director-Corporate 
- --------------------------------
Development, Michael A. Peterson, Director-Corporate Development or Richard J. 
Lubasch, Senior Vice-President-General Counsel at (212) 906-8440.



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