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) OCTOBER 29, 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 2. ACQUISITION OR DISPOSITION OF ASSETS.
Effective October 29, 1998, NTL Incorporated (the "Company") completed its
acquisition (the "Amalgamation") of Comcast UK Cable Partners Limited ("Comcast
UK") pursuant to an amalgamation of NTL (Bermuda) Limited, a wholly owned
subsidiary of the Company, with Comcast UK in accordance with the terms of an
Agreement and Plan of Amalgamation, dated February 4, 1998, as amended, among
the Company, NTL (Bermuda) Limited and Comcast UK. Comcast UK shareholders
received 0.3745 shares of common stock of the Company for each share of common
stock of Comcast UK. The Company issued 18,764,173 shares of common stock in the
transaction, representing approximately 31.2% of the shares of common stock of
the Company expected to be outstanding after giving effect to the consummation
of the Amalgamation.
The assets acquired by the Company will continue to be used in the same
businesses as they were previously used before the Amalgamation.
In connection with the Amalgamation, the Company entered into a
Registration Rights Agreement with Comcast Corporation and Warburg, Pincus
Investors, L.P., pursuant to which the Company is obligated to register for
resale the shares of its common stock that were issued to each of Comcast
Corporation (or any subsidiary thereof) and Warburg, Pincus Investors, L.P. as
consideration for their shares of Comcast UK. In addition, each of Comcast
Corporation and Warburg, Pincus Investors, L.P. entered into a "lock-up"
agreement with the Company preventing each of them from selling, transferring or
disposing of any interest in the shares of common stock of the Company
beneficially owned by them following the Amalgamation for a period of 150 days
after the closing of the Amalgamation.
A copy of the press release issued by the Company announcing the
consummation of the Amalgamation is attached hereto as exhibit 99.2 and is
incorporated herein in its entirety by reference.
ITEM 5. OTHER EVENTS
On October 30, 1998, the Company announced that it intended to commence the
offering of Senior Deferred Coupon Notes Due 2008 (the "Senior Deferred Notes")
and that the Company expects to raise $200 million of gross proceeds from such
offering, which proceeds will be used to refinance existing indebtedness.
On November 2, 1998, the Company announced that it had closed its sale of
$625 million of 11-1/2% Senior Notes Due 2008 (the "Senior Notes"), which Senior
Notes carry a cash-pay current coupon. The Company will use the net proceeds of
the offering to refinance existing indebtedness.
Neither the Senior Deferred Notes nor the Senior Notes have been registered
under the Securities Act of 1933, as amended (the "Securities Act"), or any
state securities laws,
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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 Senior Notes were, and the Senior Deferred Notes will be,
offered and sold within the United States pursuant to Rule 144A under the
Securities Act only to "qualified institutional buyers" and outside the United
States in accordance with Regulation S under the Securities Act.
Copies of the press releases announcing the events described above are
attached hereto as exhibits 99.3 and 99.4 and are incorporated in their entirety
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired and Significant Investees.
The financial statements of Comcast UK and its significant investees set
forth on pages F-39 through F-89 of the Joint Proxy Statement/Prospectus
included in the Registration Statement on Form S-4 (File No. 333-64727) of the
Company (the "Form S-4") are hereby incorporated herein in their entirety by
reference.
(b) Pro Forma Financial Information.
The unaudited pro forma financial data set forth on pages 49 through 56 of
the Joint Proxy Statement/Prospectus included in the Form S-4 are hereby
incorporated herein in their entirety by reference.
(c) Exhibits.
Exhibit 2.1 Agreement and Plan of Amalgamation , dated as of February 4,
1998, among NTL Incorporated, NTL (Bermuda) Limited and Comcast
UK Cable Partners Limited (incorporated by reference to the
Registration Statement on Form S-4 (File No. 333-64727) of the
Company).
Exhibit 2.2 Amendment No. 1 dated as of May 28, 1998 to the Agreement and
Plan of Amalgamation dated as of February 4, 1998 among NTL
Incorporated, NTL (Bermuda) Limited and Comcast UK Cable Partners
Limited (incorporated by reference to the Registration Statement
on Form S-4 (File No. 333-64727) of the Company).
Exhibit 2.3 Amendment No. 2 dated as of August 14, 1998 to the Agreement and
Plan of Amalgamation dated as of February 4, 1998, as amended,
among NTL Incorporated, NTL (Bermuda) Limited and Comcast UK
Cable Partners Limited (incorporated by reference to the
Registration Statement on Form S-4 (File No. 333-64727) of the
Company).
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Exhibit 2.4 Form of Registration Rights Agreement by and among NTL
Incorporated and Comcast Corporation and Warburg, Pincus
Investors, L.P. (incorporated by reference to the Registration
Statement on Form S-4 (File No. 333-64727) of the Company).
Exhibit 2.5 Form of Comcast Corporation Lock-Up Letter (incorporated by
reference to the Registration Statement on Form S-4 (File No.
333-64727) of the Company).
Exhibit 2.6 Form of Warburg, Pincus Investors, L.P. Lock-Up Letter
(incorporated by reference to the Registration Statement on Form
S-4 (File No. 333-64727) of the Company).
Exhibit 99.1 Joint Proxy Statement/Prospectus included in the Form S-4
(incorporated by reference to the Registration Statement on Form
S-4 (File No. 333-64727) of the Company).
Exhibit 99.2 Text of press release issued by NTL Incorporated on October 29,
1998.
Exhibit 99.3 Text of press release issued by NTL Incorporated on October 30,
1998.
Exhibit 99.4 Text of press release issued by NTL Incorporated on November 2,
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 hereunto duly authorized.
NTL INCORPORATED
By: /s/ Richard J. Lubasch
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Name: Richard J. Lubasch
Title: Senior Vice President, General
Counsel and Secretary
Dated: November 3, 1998
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EXHIBIT INDEX
Exhibit Description
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Exhibit 2.1 Agreement and Plan of Amalgamation , dated as of February 4,
1998, among NTL Incorporated, NTL (Bermuda) Limited and Comcast
UK Cable Partners Limited (incorporated by reference to the
Registration Statement on Form S-4 (File No. 333-64727) of the
Company).
Exhibit 2.2 Amendment No. 1 dated as of May 28, 1998 to the Agreement and
Plan of Amalgamation dated as of February 4, 1998 among NTL
Incorporated, NTL (Bermuda) Limited and Comcast UK Cable Partners
Limited (incorporated by reference to the Registration Statement
on Form S-4 (File No. 333-64727) of the Company).
Exhibit 2.3 Amendment No. 2 dated as of August 14, 1998 to the Agreement and
Plan of Amalgamation dated as of February 4, 1998, as amended,
among NTL Incorporated, NTL (Bermuda) Limited and Comcast UK
Cable Partners Limited (incorporated by reference to the
Registration Statement on Form S-4 (File No. 333-64727) of the
Company).
Exhibit 2.4 Form of Registration Rights Agreement by and among NTL
Incorporated and Comcast Corporation and Warburg, Pincus
Investors, L.P. (incorporated by reference to the Registration
Statement on Form S-4 (File No. 333-64727) of the Company).
Exhibit 2.5 Form of Comcast Corporation Lock-Up Letter (incorporated by
reference to the Registration Statement on Form S-4 (File No.
333-64727) of the Company).
Exhibit 2.6 Form of Warburg, Pincus Investors, L.P. Lock-Up Letter
(incorporated by reference to the Registration Statement on Form
S-4 (File No. 333-64727) of the Company).
Exhibit 99.1 Joint Proxy Statement/Prospectus included in the Form S-4
(incorporated by reference to the Registration Statement on Form
S-4 (File No. 333-64727) of the Company).
Exhibit 99.2 Text of press release issued by NTL Incorporated on October 29,
1998.
Exhibit 99.3 Text of press release issued by NTL Incorporated on October 30,
1998.
Exhibit 99.4 Text of press release issued by NTL Incorporated on November 2,
1998.
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EXHIBIT 99.2
FOR IMMEDIATE RELEASE
PRESS RELEASE
NTL INCORPORATED ANNOUNCES THE COMPLETION OF ITS ACQUISITION
OF COMCAST UK CABLE PARTNERS LIMITED
New York, New York (October 29, 1998) - NTL Incorporated (Nasdaq: NTLI;
Easdaq: NTLI.ED) announced today that it had completed its acquisition of
Comcast UK Cable Partners Limited ("Comcast UK") (Nasdaq: CMCAF).
Comcast UK shareholders received 0.3745 NTL shares for each Comcast UK
share. NTL issued a total of 18,764,173 shares in the transaction.
Commenting on the transaction, Barclay Knapp, President and Chief Executive
Officer of NTL, said: "The acquisition of Comcast UK significantly increases the
value of NTL and is an important step in achieving our objective of becoming the
premier communications company in the UK. Since the announcement of the
transaction, we have worked closely with Comcast UK management on the
integration of the operations. NTL is thrilled to add the high quality Comcast
UK management team, and we look forward to working together to successfully grow
the combined companies."
Comcast UK operates telephony/cable networks in the United Kingdom in
Cambridge and Teesside and has an interest in Cable London (50.0% ownership).
Comcast UK has a total of approximately 962,500 million equity homes under
franchise. As of June 30, 1998, on a proportionate basis Comcast UK had passed
approximately 623,300 homes, and had approximately 223,100 residential telephony
customers, 152,300 residential cable television customers and 26,700 business
telephony lines. On October 28, 1998, Comcast UK sold its interest (27.5%
ownership) in Birmingham Cable to Telewest Communications plc for 130 million
pounds sterling in cash.
As previously announced, NTL and Telewest have also agreed within a certain
time period to rationalize their joint ownership of Cable London pursuant to an
agreed procedure. Generally between six and nine months from today, NTL will
notify Telewest of the price at which it is willing to sell its 50% ownership
interest in Cable London to Telewest. Following such notification, Telewest at
its option will be required at that price to either purchase NTL's 50% ownership
interest in Cable London or sell its 50% ownership interest in Cable London to
NTL.
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NTL offers local business and residential telephony, residential cable
television and Internet services over advanced broadband fiber networks in
several major franchise areas in the United Kingdom. Through its national
telecoms services division, NTL owns and operates one of only five independent
national telecoms networks in the United Kingdom and offers national business
telecoms, national international carrier telecommunications services, and
satellite and radio communications services. NTL's broadcast services division
operates a national broadcast transmission network of more than 1,200 owned and
shared transmission sites, and offers digital and analog broadcast transmission
services to major television and radio stations, nationwide in the United
Kingdom.
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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 U.K.: Bret Richter, Director - Corporate Development, at
(0171) 227-8700 or Alison Smith, Group Communications, at (01252) 402662; or via
e-mail at [email protected].
EXHIBIT 99.3
FOR IMMEDIATE RELEASE
PRESS RELEASE
NTL INCORPORATED
ANNOUNCES PRICING OF
SENIOR DEFERRED COUPON NOTES
NEW YORK, NEW YORK; (OCTOBER 30, 1998) - NTL Incorporated (NASDAQ: NTLI; EASDAQ:
NTLI.ED) announced that it has priced an issue of approximately $250 million
gross proceeds 12-3/8% Senior Deferred Coupon Notes Due 2008 (the "Senior
Deferred Notes").
The net proceeds of the offering will be used for refinancing existing
indebtedness. The closing of the sale of the Senior Deferred Notes is expected
to occur on November 6, 1998.
On October 26, 1998, the Company announced that it had priced an issue of
$625 million of 11-1/2% Senior Notes (the "Senior Notes"), which is expected to
close on or about November 2, 1998.
The Senior Deferred Notes and the Senior 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 Senior Deferred Notes and the Senior Notes have been
offered and sold within the United States in accordance with Regulation S under
the Securities Act.
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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 99.4
FOR IMMEDIATE RELEASE
PRESS RELEASE
NTL INCORPORATED
ANNOUNCES CLOSING OF SALE OF 11-1/2% SENIOR NOTES
New York, New York; (November 2, 1998) - NTL Incorporated (Nasdaq: NTLI; Easdaq:
NTLI.ED) announced that it has closed its sale of $625 million of 11-1/2% Senior
Notes due 2008 (the "Senior Notes"). The Senior Notes carry a cash-pay current
coupon.
The net proceeds of the offering will be used for refinancing existing
indebtedness.
The 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 Notes have been offered and sold within the United States
under rule 144A only to "qualified institutional buyers" and outside the United
States in accordance with Regulation S under the Securities Act.
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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].
