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 22, 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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On December 22, 1998, NTL Incorporated ("NTL") announced that it had
acquired Eastern Group Telecoms ("EGT") from Eastern Group plc for 91 million
pounds sterling.
EGT comprises two business divisions. The telecoms division utilizes a
1,800km SDH fibre-optic network across the SouthEast and East of England. The
radio sites division, consisting of 121 radio masts across East Anglia, serves
the UK's major mobile phone network operators.
EGT has headquarters in Ipswich and has 54 employees. EGT will operate as a
wholly owned subsidiary of NTL. Under the terms of the acquisition, NTL has paid
60 million pounds sterling in cash and 31 million pounds sterling in a new NTL
preferred stock which is redeemable for common stock or cash.
A copy of the press release referred to 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 December 22, 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 22, 1998
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EXHIBIT INDEX
Exhibit Page
99 Press release issued December 22, 1998
EXHIBIT 99
FOR IMMEDIATE RELEASE
NTL INCORPORATED ANNOUNCES ACQUISITION
OF EASTERN GROUP TELECOMS
New York, New York (December 22, 1998) - NTL Incorporated (NASDAQ: NTLI; EASDAQ:
NTLI.ED) announced today that it had agreed to acquire Eastern Group Telecoms
("EGT") from Eastern Group plc for 91 million pounds sterling.
EGT comprises two business divisions. The telecoms division utilizes a 1,800km
SDH fibre-optic network across the SouthEast and East of England. The radio
sites division, consisting of 121 radio masts across East Anglia, serves the
UK's major mobile phone network operators.
EGT has headquarters in Ipswich and has 54 employees. EGT will operate as a
wholly owned subsidiary of NTL. Under the terms of the acquisition, NTL will pay
60 million pounds sterling in cash and 31 million pounds sterling in a new NTL
preferred stock which is redeemable for common stock or cash.
Commenting on the transaction Barclay Knapp, President and Chief Executive
Officer of NTL said: "This acquisition is great news for both companies. EGT's
telecom network completes NTL's network in the south and east, and gives us
several additional strategic connections to international cable landing sites,
Heathrow and Gatwick airports, and major areas around London. Our sites business
picks up significant additional reach as well. EGT's impressive performance
attests to management's excellent reputation. Couple all of this with NTL's
position as the leading national integrated communications company and we have a
winning combination."
Paul Marsh, Finance Director at Eastern Group said, "EGT is a profitable,
thriving business. Telecoms is not part of Eastern's core energy business, and
as such we have explored a number of options and we are confident that we have
found the best solution for EGT in its sale to NTL as a going concern."
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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: Bret Richter, Director - Corporate Development at 171-227-8700 or
Alison Smith at 01252-402-662; or via e-mail at [email protected].
