NTL COMMUNICATIONS CORP
8-K, 1999-10-04
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) SEPTEMBER 20, 1999
                                                         ------------------

                            NTL COMMUNICATIONS CORP.
     --------------------------------------------------------------------
               (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 2.        Acquisition or Disposition of Assets.
- -------        -------------------------------------

     On September 20, 1999, NTL Incorporated  ("NTL")  announced that holders of
over 90% of Workplace Technologies plc ("Workplace") shares accepted NTL's offer
to  acquire  100% of  Workplace's  outstanding  common  stock for 228p per share
equaling a total  consideration  of  approximately  81 million  pounds  sterling
(approximately $129 million) in cash. Workplace  shareholders have the option to
elect to receive loan notes for their  shares in lieu of cash.  NTL also assumed
approximately  20  million  pounds  sterling   (approximately  $32  million)  of
Workplace debt.


Item 7.        Financial Statements and Exhibits.
- -------        ----------------------------------

                  Exhibits

There are no exhibits associated with this filing.
<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 COMMUNICATIONS CORP.
                                         (Registrant)


                                         By: /s/ Richard J. Lubasch
                                            -----------------------
                                         Name:   Richard J. Lubasch
                                         Title:  Executive Vice President,
                                                  General Counsel


Dated: October 4, 1999
<PAGE>



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


Exhibit                                                Page
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None



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