NTL INC /DE/
8-K, 1998-03-20
CABLE & OTHER PAY TELEVISION SERVICES
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                       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) MARCH 18, 1998
                                                 --------------

                                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 March 18, 1998, NTL  Incorporated  ("NTL")  announced that it is calling
for redemption all of its $191,750,000  principal  amount of 7-1/4%  Convertible
Subordinated  Notes due 2005 (Cusip No. 459216 AB3).  Notices of this redemption
are being given to all noteholders by the Trustee.  The redemption date is April
20,  1998 and the  redemption  price is 105.08% of the  principal  amount,  plus
accrued  and  unpaid  interest  through  the date of  redemption.  The Notes are
convertible  into  Common  Stock at the  conversion  price of  $27.56  per share
through  April 17, 1998.  On March 17, 1998 the closing  price on Nasdaq for the
Common Stock was $42.75.

     A  copy  of  the  press  release  issued  by  the  Company  regarding  this
announcement  is  attached  hereto  as an  exhibit  and  incorporated  herein by
reference.


<PAGE>


Item 7.     Financial Statements and Exhibits

            Exhibits

      99    Press Release issued March 18, 1998.





<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/ Richard J. Lubasch
                                    -----------------------------
                                    Name:  Richard J. Lubasch
                                    Title: Senior Vice President-
                                            General Counsel


Dated: March 19, 1998

<PAGE>


                                  EXHIBIT INDEX
                                  -------------


Exhibit                                                     Page


99    Press Release issued March 18, 1998.



                                                                      EXHIBIT 99

FOR IMMEDIATE RELEASE

                                NTL INCORPORATED


     New York, New York March 18, 1998 - NTL Incorporated (Nasdaq: NTLI; Easdaq:
NTLI.ED)  announced  today  that  it  is  calling  for  redemption  all  of  its
$191,750,000 principal amount of 7-1/4% Convertible  Subordinated Notes due 2005
(Cusip No.  459216  AB3).  Notices  of this  redemption  are being  given to all
noteholders  by the  Trustee.  The  redemption  date is April  20,  1998 and the
redemption  price is 105.08% of the  principal  amount,  plus accrued and unpaid
interest  through the date of redemption.  The Notes are convertible into Common
Stock at the  conversion  price of $27.56 per share  through  April 17, 1998. On
March 17, 1998 the closing price on Nasdaq for the Common Stock was $42.75.

     The Trustee,  Paying Agent and Conversion  Agent for the Notes is The Chase
Manhattan Bank, attention Andrew Deck (212)946-3348.











                                      *****







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


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