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) AUGUST 19, 1999
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NTL COMMUNICATIONS CORP.
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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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(A) On August 19, 1999, NTL Incorporated ("NTL") agreed to acquire 100% of
Workplace Technologies plc ("Workplace"), one of the UK's leading data network
service integrators, for 228p per share and a total consideration of
approximately 81 million pounds sterling (approximately $129 million) in cash.
Workplace shareholders can 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 net debt.
(B) On August 25, 1999 NTL announced that Telewest Communications PLC
exercised its right to purchase all of NTL's shares of Cable London PLC and all
of NTL's related rights and interests for the purchase price of approximately
428 million pounds sterling (approximately $685 million) in cash. The purchase
price implies a total enterprise value for Cable London of approximately 1
billion pounds sterling (approximately $1.6 billion).
Item 7. Financial Statements and Exhibits.
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Exhibits
99.1 Press release, issued August 19, 1999
99.2 Press release, issued August 25, 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 COMMUNICATIONS CORP.
(Registrant)
By: /s/ Richard J. Lubasch
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Name: Richard J. Lubasch
Title: Executive Vice President-
General Counsel
Dated: September 17, 1999
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EXHIBIT INDEX
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Exhibit Page
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99.1 Press Release issued, August 19, 1999
99.2 Press Release issued, August 25, 1999
Exhibit 99.1
NTL Announces Offer to Acquire Workplace Technologies plc
Combining Workplace's Capabilities with NTL's State of the Art Broadband Network
NEW YORK, NEW YORK (August 19, 1999) - NTL Incorporated ("NTL") (NASDAQ: NTLI;
EASDAQ; NTLI.ED) has agreed today to acquire 100% of Workplace Technologies plc
("Workplace"), one of the UK's leading data network service integrators, for
228p per share and a total consideration of approximately 81 million pounds
sterling(approximately $129 million) in cash. Workplace shareholders can elect
to receive loan notes for their shares in lieu of cash. NTL will also assume
approximately 20 million pounds sterling(approximately $32 million) of Workplace
net debt.
Workplace's services range from the design and installation of data, voice and
video networks through to remote monitoring and support of these networks.
Workplace currently employs around 500 persons in the UK, with nearly half
employed in technical support and project management. Workplace has demonstrated
strong data networking leadership in the UK with an impressive client list of
public institutions and private companies.
The combination of network carrier capability, ISP experience, and the market
presence of NTL, together with the network design, implementation, and support
skills of Workplace will enable the combined business to offer a unique and
comprehensive service to corporate customers throughout the UK and Ireland.
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The offer for Workplace is not being made, directly or indirectly, in or into,
or by use of the mails of, or by means or instrumentality of interstate or
foreign commerce of, or any facility of a national securities exchange of the
United States.
The loan notes have not been, and will not be, registered under the United
States Securities Act of 1933, or under the securities law of any jurisdiction
of the United States. Accordingly, the loan notes may not be offered, sold,
resold, or delivered, directly or indirectly, into the United States, or for the
benefit or account of, U.S. persons (as defined in Regulation S under the
Securities Act of 1933)
Page 1 of 2
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For further information contact: Bret Richter, Director - Corporate Development;
Richard J. Lubasch, Executive Vice President - General Counsel; or Kathy
Makrakis, Director - Investor Relations: (212)-906-8457, e-mail:
[email protected].
In the United Kingdom contact: Aizad Hussain, Director - Corporate Development:
011-44-171-909-2005; Alison Smith, Head of Group Communications:
011-44-1252-402662, e-mail: [email protected]
Page 2 of 2
Exhibit 99.2
FOR IMMEDIATE RELEASE
NTL INCORPORATED ANNOUNCES THE
SALE OF ITS 50% INTEREST IN CABLE LONDON PLC
New York, New York (August 25, 1999) - NTL Incorporated (NASDAQ; NTLI; EASDAQ;
NTLI.ED) announced today that Telewest Communications PLC has exercised its
right to purchase all of NTL's shares of Cable London PLC and all of NTL's
related rights and interests for the purchase price of approximately 428 million
pounds sterling (approximately $685 million) in cash. The purchase price implies
a total enterprise value for Cable London of approximately 1 billion
pounds sterling(approximately $1.6 billion).
The purchase price was set by NTL pursuant to the provisions of a buy/sell
agreement between the parties, as the price at which NTL would be willing either
to purchase all of Telewest's interests in Cable London or sell all of its
interests in Cable London.
The closing of the sale of NTL's interest in Cable London is expected to take
place within the next 90 days.
*****
For further information contact: In the U.S.: Michael A. Peterson, Director -
Corporate Development; Bret Richter, Director - Corporate Development, Lauren H.
Blair, Assistant General Counsel, or Kathy Makrakis, Director - Investor
Relations at (212) 906-8440; in the UK: Alison Smith at (01252) 402662; or via
e-mail at [email protected].
