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) DECEMBER 16, 1998
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NTL 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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(A) On December 16, 1998, NTL Incorporated ("NTL") announced that it had
closed its sale of approximately $600 million gross proceeds 7% Convertible
Subordinated Notes due 2008 (the "Convertible Notes").
The net proceeds of the offering will be used for construction, working
capital, capital expenditures and general corporate purposes.
The Convertible Notes have 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 Convertible Notes have been offered and sole within the
United States under Rule 144A only to "qualified institutional buyers" and in
transactions exempt from the registration requirements of the Securities Act to
a limited number of "accredited investors".
(B) NTL announced on December 17, 1998, that a wholly owned subsidiary,
Premium TV Limited ("NTL-PTV"), has entered into an agreement with Cameron Hall
Developments Limited ("CHD"), the majority shareholder in Newcastle United PLC,
to acquire 9,000,000 shares (representing 6.3% of the issued share capital of
Newcastle United) at a price of 111.7 pence per share.
In conjunction with the sale of shares, CHD has also entered into an
irrevocable commitment to NTL-PTV that if NTL-PTV makes a general offer for all
of the issued share capital of Newcastle United, CHD will accept that offer in
respect of the remaining balance of its shares in Newcastle United, representing
50.8% of the issued share capital of Newcastle United. If made, any such offer
would be at the price of 111.7 pence per share in cash and may, if NTL-PTV so
decides, carry a full zero coupon loan note alternative.
The decision on whether NTL-PTV will make an offer may be influenced (among
other things) by the substance of the report by the Monopolies and Mergers
Commission on the proposed offer for Manchester United Football Club. The
irrevocable commitment given by CHD is binding until 12 weeks following the
publication of that report. This period may extend in certain circumstances to
16 weeks following publication and may be extended further should the Secretary
of State for Trade and Industry decide to refer to the Monopolies and Mergers
Commission the transaction being announced today.
Copies of the press releases referred to above are attached hereto as
exhibits and incorporated herein by reference.
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Item 7. Financial Statements and Exhibits
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Exhibits
99.1 Press release issued December 16, 1998
99.2 Press release issued December 17, 1998
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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/ Richard J. Lubasch
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Name: Richard J. Lubasch
Title: Senior Vice President-
General Counsel
Dated: December 17, 1998
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EXHIBIT INDEX
Exhibit Page
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99.1 Press release issued December 16, 1998
99.2 Press release issued December 17, 1998
EXHIBIT 99.1
For Immediate Release
PRESS RELEASE
NTL INCORPORATED
ANNOUNCES CLOSING OF SALE OF
CONVERTIBLE SUBORDINATED NOTES
New York, New York; (December 16, 1998) - NTL Incorporated (Nasdaq: NTLI;
Easdaq: NTLI.ED) announced that it has closed its sale of approximately $600
million gross proceeds 7% Convertible Subordinated Notes due 2008 (the
"Convertible Notes").
The net proceeds of the offering will be used for construction, working
capital, capital expenditures and general corporate purposes.
The Convertible Notes 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 Convertible Notes have been offered and sold within the
United States under Rule 144A only to "qualified institution buyers" and in
transactions exempt from the registration requirements of the Securities Act to
a limited number of "accredited investors".
*****
For information contact: John F. Gregg, Managing Director - Corporate
Finance & Development; Michael Peterson, Director - Corporate Development; Bret
Richter, Director - Corporate Development or Richard J. Lubasch, Senior Vice
President - General Counsel, at (212) 906-8440; in UK: Alison Smith at
01252-402662; or via e-mail at [email protected].
EXHIBIT 99.2
FOR IMMEDIATE RELEASE
NTL INCORPORATED TAKES
STRATEGIC STAKE IN NEWCASTLE UNITED
New York, New York (December 17, 1998) - NTL Incorporated (NASDAQ: NTLI; EASDAQ:
NTLI.ED) announced today that a wholly owned subsidiary, Premium TV Limited
("NTL"), has entered into an agreement with Cameron Hall Developments Limited
("CHD"), the majority shareholder in Newcastle United PLC, to acquire 9,000,000
shares (representing 6.3% of the issued share capital of Newcastle United) at a
price of 111.7 pence per share.
In conjunction with the sale of shares, CHD has also entered into an irrevocable
commitment to NTL that if NTL makes a general offer for all of the issued share
capital of Newcastle United, CHD will accept that offer in respect of the
remaining balance of its shares in Newcastle United, representing 50.8% of the
issued share capital of Newcastle United. If made, any such offer would be at
the price of 111.7 pence per share in cash and may, if NTL so decides, carry a
full zero coupon loan note alternative.
The decision on whether NTL will make an offer may be influenced (among other
things) by the substance of the report by the Monopolies and Mergers Commission
on the proposed offer for Manchester United Football Club. The irrevocable
commitment given by CHD is binding until 12 weeks following the publication of
that report. This period may extend in certain circumstances to 16 weeks
following publication and may be extended further should the Secretary of State
for Trade and Industry decide to refer to the Monopolies and Mergers Commission
the transaction being announced today.
Barclay Knapp, President and Chief Executive Officer of NTL said: "NTL's
approach across its business activities is to be a force for wider choice,
diversity and customer value. Through Premium TV, we have been looking at ways
to bring more quality sports programming to more viewers, and today's
transaction is in line with that strategy. Our involvement will benefit
football, Newcastle United and its supporters. We believe strongly that the
future success of football will continue to be developed on the enthusiasm and
active support of fans."
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For further information contact: In the U.S.: John F. Gregg, Managing Director -
Corporate Development, Michael A. Peterson, Director - Corporate Development or
Richard J. Lubasch, Senior Vice President - General Counsel at (212) 906-8440;
in the UK: Barclay Knapp, President and Chief Executive Officer, Geoffrey
Hamilton-Fairley or Alison Smith, Group Communications at 0171-413-3000 or via
e-mail at [email protected].
