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) NOVEMBER 23, 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 November 23, 1999, NTL Incorporated ("NTL"), the parent entity of NTL
Communications Corp. (the "Company"), announced that it had completed the
previously announced sale (through NTL (Triangle) LLC, a wholly-owned subsidiary
of the Company) of its 50% interest in Cable London plc to Telewest
Communications plc for 428 million pounds sterling (approximately $695 million)
in cash. The purchase price implies an enterprise value for 100% of Cable London
of approximately 1 billion pounds sterling (approximately $1.6 billion). The
total Cable London franchise consists of approximately 440,000 homes. The sale
is pursuant to the provisions of a buy/sell agreement between the parties
related to NTL's purchase in 1998 of Comcast UK Cable Partners Limited.
B. On November 24, 1999, the Company, announced that it had consummated a
concurrent offering of Euro Senior Notes Due 2006 (the "2006 Notes"), Euro
Senior Notes Due 2009 (the "2009 Notes") and Euro Deferred Coupon Notes Due
2009, (the "Deferred Notes", collectively, the "Notes").
The Company raised approximately Euro 250 million of gross proceeds from
the offering of 2006 Notes, Euro 350 million of gross proceeds from the offering
of 2009 Notes and approximately Euro 120 million of gross proceeds from the
offering of Deferred Notes. The 2006 Notes were issued in an aggregate principal
amount of Euro 250 million and will pay cash interest semi-annually at the rate
of 9.25% per annum. The 2009 Notes were issued in an aggregate principal amount
of Euro 350 million and will pay cash interest semi-annually at the rate of
9.875% per annum. The Deferred Notes were issued at 57.333% of their aggregate
principal amount at maturity of Euro 210 million. The issue price of the
Deferred Notes represents a yield to maturity of 11.50%. The Deferred Notes will
accrete until November 15, 2004 and then pay cash interest semi-annually at the
rate of 11.50% per annum, commencing May 15, 2005.
The proceeds of the offering were used to repay, in its entirety, the
bridge facility entered into to finance the acquisition of Cablelink Limited.
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Item 7. Financial Statements and Exhibits.
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Exhibits
99.1 Press release, issued November 23, 1999
99.2 Press release, issued November 24, 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: November 24, 1999
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EXHIBIT INDEX
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Exhibit Page
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99.1 Press release, issued November 23, 1999
99.2 Press release, issued November 24, 1999
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
NTL INCORPORATED COMPLETES
SALE OF ITS 50% INTEREST IN CABLE LONDON PLC
New York, New York (November 23, 1999) - NTL Incorporated (NASDAQ: NTLI; EASDAQ:
NTLI.ED) announced today that it had completed the previously announced sale
(through a wholly-owned subsidiary) of its 50% interest in Cable London plc to
Telewest Communications plc for 428 million pounds sterling (approximately $695
million) in cash. The purchase price implies an enterprise value for 100% of
Cable London of approximately 1 billion pounds sterling(approximately $1.6
billion). The total Cable London franchise consists of approximately 440,000
homes. The sale is pursuant to the provisions of a buy/sell agreement between
the parties related to NTL's purchase in 1998 of Comcast UK Cable Partners
Limited.
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For further information contact: John F. Gregg, Senior Vice President-Chief
Financial Officer; Bret Richter, Director-Corporate Development; Richard J.
Lubasch, Executive Vice President-General Counsel; or Kathy Makrakis, Director -
Investor Relations, at (212) 906-8440; or e-mail: [email protected]
EXHIBIT 99.2
FOR IMMEDIATE RELEASE
NTL INCORPORATED COMPLETES OFFERING BY ITS SUBSIDIARY NTL COMMUNICATIONS CORP.
New York, New York; (November 24, 1999) NTL Communications Corp., a subsidiary
of NTL Incorporated (NASDAQ: NTLI; EASDAQ: NTLI.ED) announced that it has
consummated a concurrent offering of Euro Senior Notes Due 2006 (the "2006
Notes"), Euro Senior Notes Due 2009 (the "2009 Notes") and Euro Deferred
Coupon Notes Due 2009, (the "Deferred Notes", collectively, the "Notes").
The Company raised approximately Euro 250 million of gross proceeds from the
offering of 2006 Notes, Euro 350 million of gross proceeds from the offering of
2009 Notes and approximately Euro 120 million of gross proceeds from the
offering of Deferred Notes. The 2006 Notes will be issued in an aggregate
principal amount of Euro 250 million and will pay cash interest semi-annually at
the rate of 9.25% per annum. The 2009 Notes will be issued in an aggregate
principal amount of Euro 350 million and will pay cash interest semi-annually at
the rate of 9.875% per annum. The Deferred Notes will be issued at 57.333% of
their aggregate principal amount at maturity of Euro 210 million. The issue
price of the Deferred Notes represents a yield to maturity of 11.50%. The
Deferred Notes will accrete until November 15, 2004 and then pay cash interest
semi-annually at the rate of 11.50% per annum, commencing May 15, 2005.
The proceeds of the offering will be used to repay the bridge facility entered
into to finance the acquisition of Cablelink Limited.
The Notes will not have 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 will be 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.
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For further information please contact: In the US: John F. Gregg, Senior Vice
President--Chief Financial Officer; Michael A. Peterson, Director-Corporate
Development; Bret Richter, Director-Corporate Development; Richard J. Lubasch,
Executive Vice President-General Counsel; or Kathy Makrakis, Director - Investor
Relations: at (212) 906-8440; in the UK: Aizad Hussain, Director-Corporate
Development at 44 171 909 2000 or e-mail: [email protected]
