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 27, 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 October 27, 1998, NTL Incorporated ("NTL") announced that it has priced
an issue 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 closing of the sale of the Senior Notes is expected to occur
on November 2, 1998.
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.
On October 28, 1998 NTL and Comcast UK Cable Partners Limited announced
that Comcast UK had completed the sale of its interest in Birmingham Cable
Corporation Limited to Telewest Communications plc, pursuant to the agreement
announced on August 17, 1998. Telewest paid 127.5 million pounds sterling for
Comcast UK's share in Birmingham Cable and for certain subordinated debt and
fees owed by Birmingham Cable to Comcast UK. A further 2.5 million pounds
sterling is payable when the amalgamation between Comcast UK and an NTL
subsidiary becomes effective.
A shareholders' meeting with respect to the amalgamation is scheduled for
Thursday, October 29, 1998 and it is anticipated that the amalgamation will take
place shortly thereafter.
A copy of the press releases referred to above are attached hereto as
exhibits and incorporated herein by reference.
Item 7. Financial Statements and Exhibits
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Exhibits
99.1 Press release issued October 27, 1998.
99.2 Press release issued October 28, 1998.
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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.
NTL INCORPORATED
(Registrant)
By: /s/ Richard J. Lubasch
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Name: Richard J. Lubasch
Title: Senior Vice President-
General Counsel
Dated: October 28, 1998
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EXHIBIT INDEX
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Exhibit Page
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99.1 Press release issued October 27, 1998.
99.2 Press release issued October 28, 1998.
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
PRESS RELEASE
NTL INCORPORATED
ANNOUNCES PRICING OF SENIOR NOTES
New York, New York; (October 27, 1998) - NTL Incorporated (Nasdaq: NTLI; Easdaq:
NTLI.ED) announced that it has priced an issue 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 closing of the sale of the Senior Notes is expected to occur
on November 2, 1998.
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.
****
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
PRESS RELEASE
NTL INCORPORATED AND COMCAST UK CABLE PARTNERS LIMITED
ANNOUNCE THE CLOSING OF THE SALE OF COMCAST UK'S INTEREST
IN BIRMINGHAM CABLE
New York, New York (October 28, 1998) - NTL Incorporated (Nasdaq: NTLI;
Easdaq: NTLI.ED) and Comcast UK Cable Partners Limited (Nasdaq: CMCAF) announced
today that Comcast UK had completed the sale of its interest in Birmingham Cable
Corporation Limited to Telewest Communications plc, pursuant to the agreement
announced on August 17, 1998. Telewest paid 127.5 million pounds sterling for
Comcast UK's share in Birmingham Cable and for certain subordinated debt and
fees owed by Birmingham Cable to Comcast UK. A further 2.5 million pounds
sterling is payable when the amalgamation between Comcast UK and an NTL
subsidiary becomes effective.
A shareholders' meeting with respect to the amalgamation is scheduled for
Thursday, October 29, 1998 and it is anticipated that the amalgamation will take
place shortly thereafter.
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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].
