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) MARCH 18, 1999
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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 March 18, 1999, NTL Incorporated (NASDAQ: NTLI; EASDAQ: NTLI.ED)
announced that the Commonwealth of Australia had accepted NTL's bid to own and
operate the Australian National Transmission Network ("NTN").
NTN operates from over 560 tower sites and provides exclusive television
and radio transmission services to Australia's only national TV and radio
broadcasters, ABC and SBS. In addition, NTN serves regional and community TV and
radio broadcasters, and provides equipment hosting services to telecom operators
and emergency service communications providers on its towers. NTN's customers
include Telstra, WIN Television, Prime Television, Vodafone and Air Services
Australia. NTN holds long term contractual relationships with the majority of
its customers.
Under the terms of the acquisition agreement, NTL Australia will purchase
all of the shares of National Transmission Company (the entity which will hold
all of the NTN assets) for an aggregate purchase price of approximately $650
million Australian ($407 million U.S.). The closing is expected to occur early
in the second quarter of 1999.
Commenting on today's announcement, Barclay Knapp, President and CEO of
NTL, said "This acquisition marks the beginning of a bright new era for our
broadcast transmission and tower business worldwide. NTL combines the best of
two exciting businesses in this space. The first is traditional tower site
leasing, which has gained substantial visibility in the US in recent months.
NTL's network of more than 1,300 sites in the UK provides virtually total
geographic coverage of the UK. Likewise, NTN's 560 sites in Australia will give
NTL a similar footprint of the population centers in that country.
NTL also announced that its board had approved the pursuit of alternative
corporate financial strategies with regard to its broadcasting and tower related
opportunities. These strategies are intended to provide the division with more
flexibility to pursue future opportunities and to illuminate the value of those
assets, while leaving the cash flow from its UK operations within NTL.
A copy of the press release 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 March 18, 1999
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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: March 22, 1999
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EXHIBIT INDEX
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Exhibit Page
99 Press release, issued March 18, 1999
For Immediate Release
NTL TO ACQUIRE AUSTRALIAN TRANSMISSION NETWORK
ANNOUNCES FORMATION OF HOLDING COMPANY TO PURSUE
INTERNATIONAL OPPORTUNITIES
New York, New York (March 18, 1999) - NTL Incorporated (NASDAQ: NTLI; EASDAQ:
NTLI.ED) announced today that the Commonwealth of Australia had accepted NTL's
bid to own and operate the Australian National Transmission Network ("NTN").
NTN operates from over 560 tower sites and provides exclusive television and
radio transmission services to Australia's only national TV and radio
broadcasters, ABC and SBS. In addition, NTN serves regional and community TV and
radio broadcasters, and provides equipment hosting services to telecom operators
and emergency service communications providers on its towers. NTN's customers
include Telstra, WIN Television, Prime Television, Vodafone and Air Services
Australia. NTN holds long term contractual relationships with the majority of
its customers.
Under the terms of the acquisition agreement, NTL Australia will purchase all of
the shares of National Transmission Company (the entity which will hold all of
the NTN assets) for an aggregate purchase price of approximately $650 million
Australian ($407 million U.S.). The closing is expected to occur early in the
second quarter of 1999.
Commenting on today's announcement, Barclay Knapp, President and CEO of NTL,
said "This acquisition marks the beginning of a bright new era for our broadcast
transmission and tower business worldwide. NTL combines the best of two exciting
businesses in this space. The first is traditional tower site leasing, which has
gained substantial visibility in the US in recent months. NTL's network of more
than 1,300 sites in the UK provides virtually total geographic coverage of the
UK. Likewise, NTN's 560 sites in Australia will give NTL a similar footprint of
the population centers in that country.
"The second business, which is less well understood in the U.S., represents an
enormous opportunity worldwide that NTL is now leading. In addition to renting
antenna space on its towers, NTL provides full turn-key transmission services
for three-fourths of the television broadcasters in the UK, and now with the
acquisition of NTN, for all of the national television broadcasters in
Australia. NTL and NTN are responsible for virtually all aspects of the
television transmission to the television set, under long term, high-value added
contracts. Under these contracts, both NTL and NTN own and operate the broadcast
transmission infrastructure for their respective customers.
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NTL Incorporated
March 18, 1999
Page 2
"With NTN, NTL will be the only company in the world fully responsible for
national television transmission in two countries. Virtually every major country
in the world outside of the U.S. will be privatizing their broadcast
transmission networks over the next several years as countries seek to gain
funds for the transition from analog to digital television transmission. As the
only company which will be performing these services in two of the most forward
thinking developed countries, and with a history of operating broadcasting
services for over forty years, NTL today has gained a significant leg up as
these privatizations accelerate in Europe, Asia and elsewhere around the globe.
"NTL is uniquely positioned to capitalize on the two major trends that will
shape global broadcasting in the coming years: privatization and digitalization.
NTL is the acknowledged leader in delivering end-to-end digital television
transmission systems. For some time, we have focused on creating partnerships
with major broadcasters to design, build and operate complex digital television
broadcast systems. Our strategy is simple - to transfer our success in the UK to
other countries.
"The NTL transmission group has translated its capabilities into significant
revenue and EBITDA growth since its privatization in 1991. In addition, since
our acquisition of the group in May 1996, we have doubled the size of our UK
tower inventory to more than 1,300 towers. NTN offers us the opportunity to
recreate this successful model in Australia and we plan this to be the first of
many international opportunities for NTL."
In a related transaction, NTL announced that on or about March 31, 1999 and
prior to the closing of the acquisition of NTN, NTL will form a holding company
under the Delaware Corporation Law which will be the new publicly traded company
of the NTL Group of companies. Each share of NTL will be converted into a share
in the new holding company which will continue to trade on NASDAQ and EASDAQ.
NTL will become a wholly-owned subsidiary of the new holding company. Through
other subsidiaries, the new holding company will pursue opportunities outside
the United Kingdom and the Republic of Ireland; the first such investment will
be NTN.
NTL also announced that its board had approved the pursuit of alternative
corporate financial strategies with regard to its broadcasting and tower related
opportunities. These strategies are intended to provide the division with more
flexibility to pursue future opportunities and to illuminate the value of those
assets, while leaving the cash flow from its UK operations within NTL.
NTL is a leading alternative telecommunications company in the United Kingdom.
The company offers local business and residential telephony, residential cable
television and Internet services over advanced broadband fiber networks in six
major franchise areas in the UK. Through its national telecoms services
division, the company owns and operates one of only five independent national
telecoms networks in the UK, and offers national business telecoms, national and
international carrier telecommunications services, and satellite and
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NTL Incorporated
March 18, 1999
Page 3
radio communications services. The company's broadcast services division
operates a national broadcast transmission network of more than 1,300 owned and
shared transmission sites, and offers digital and analog broadcast transmission
services to major television and radio stations nationwide in the UK.
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The Company will hold a conference call to discuss this announcement on Friday,
March 19, 1999 at 11:00 a.m. Eastern Time. Investors who wish to participate in
the conference call should register in advance at (212) 986-6667. A replay of
the call will also be available.
For further information contact: In the U.S.: John F. Gregg, Managing Director -
Corporate Development; Bret Richter, Director - Corporate Development, Richard
J. Lubasch, Senior Vice President - General Counsel or Kathy Makrakis, Director
- - Investor Relations at (212) 906-8457; in the UK: Alison Smith at
01252-402-662; or via e-mail at [email protected].
