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) MAY 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 5. Other Events.
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On May 29, 1998, NTL Incorporated ("NTL") announced that it had filed
confidential preliminary proxy materials with the Securities and Exchange
Commission, and had entered into an amendment to its previously announced
Amalgamation Agreement with Comcast UK Cable Partners Ltd. Under this amendment,
the August 4, 1998 end-date, which is the date by which either NTL or Comcast UK
may terminate the agreement if the transaction has not yet closed, has been
extended until October 5, 1998.
A copy of the press release issued by the Company regarding this
announcement 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 May 29, 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: June 1, 1998
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EXHIBIT INDEX
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Exhibit Page
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99 Press Release issued May 29, 1998.
[LETTERHEAD OF NTL INCORPORATED]
FOR IMMMEDIATE RELEASE
NTL INCORPORATED AND COMCAST UK CABLE PARTNERS LTD.
FILE PRELIMINARY PROXY MATERIALS AND EXTEND THE END-DATE
OF THE PREVIOUSLY ANNOUNCED AMALGAMATION AGREEMENT
New York, New York (May 29, 1998) - NTL Incorporated (NASDAQ: NTLI; EASDAQ:
NTLI.ED) announced today that it had filed confidential preliminary proxy
materials with the Securities and Exchange Commission, and had entered into an
amendment to its previously announced Amalgamation Agreement with Comcast UK
Cable Partners Ltd. (NASDAQ: CMCAF). Under this amendment, the August 4, 1998
end-date, which is the date by which either NTL or Comcast UK may terminate the
agreement if the transaction has not yet closed, has been extended until October
5, 1998.
J. Barclay Knapp, President and Chief Executive Officer of NTL noted that, "The
amendment will allow us sufficient time for the SEC to review the proxy
materials and for the requisite shareholder meetings to be held. In addition,
this amendment will allow us sufficient time to evaluate the proper steps that
we should collectively take, in light of announcements by Telewest plc
concerning its intent to exercise its purchase rights with regard to certain of
Comcast UK's properties as well as its proposed offer for General Cable plc."
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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: Alison Smith at (01252) 40662; or via e-mail at
[email protected].
