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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) FEBRUARY 13, 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 February 12, 1997, International CableTel Incorporated (the "Company")
announced that it completed a concurrent offering of Senior Notes Due 2007 (the
"Senior Notes") and Preferred Stock with a maturity in 2009 (the "Preferred
Stock"). The Company raised $400 million of gross proceeds from the offering of
Senior Notes and $100 million of gross proceeds from the offering of Preferred
Stock.
The Senior Notes carry a cash-pay current coupon, while the Preferred Stock
carries 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 have not 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 were 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 made 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 February 12, 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 (Registrant)
Title: Senior Vice President-General Counsel
Dated: February 13, 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: February 13, 1997
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EXHIBIT INDEX
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Exhibit Page
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99 Press Release issued February 12, 1997.
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[LOGO AND LETTERHEAD OF CABLETEL]
For Immediate Release
PRESS RELEASE
INTERNATIONAL CABLETEL INCORPORATED
COMPLETES OFFERING
New York, New York; (February 12, 1997) -- International CableTel
Incorporated (Nasdaq: ICTL) ("CableTel or the Company") announced that it
completed a concurrent offering of Senior Notes Due 2007 (the "Senior Notes")
and Preferred Stock with a maturity in 2009 (the "Preferred Stock"). The
Company raised $400 million of gross proceeds from the offering of Senior Notes
and $100 million of gross proceeds from the offering of Preferred Stock.
The Senior Notes carry a cash-pay current coupon, while the Preferred Stock
carries 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 have not 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 were 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 made 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.
