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) January 25, 2000
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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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On January 25, 2000, Aston Villa PLC and NTL Incorporated, through its
wholly owned subsidiary Premium TV Limited ("Premium TV"), announced that they
have entered into a Media Partnership. For an initial five year period Premium
TV will act as exclusive agent in relation to Aston Villa's media and certain
other commercial rights and will have the exclusive right to run any Aston Villa
television channel and web-site and internet related activities. Premium TV will
provide Aston Villa with an interest free loan facility of up to 26 million
pounds sterling, repayable after five years by the issue of ordinary shares in
the Company.
Item 7. Financial Statements and Exhibits.
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Exhibits
99.1 Press release, issued January 25, 2000
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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: January 25, 2000
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EXHIBIT INDEX
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Exhibit Page
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99.1 Press release, issued January 25, 2000
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
NTL AND ASTON VILLA ANNOUNCE MEDIA PARTNERSHIP
New York, New York (January 25, 2000) - Aston Villa PLC and NTL Incorporated
("NTL") (NASDAQ: NTLI; EASDAQ: NTLI), operated through its wholly owned
subsidiary Premium TV Limited ("Premium TV"), announced today that they have
entered into a Media Partnership.
For an initial five year period Premium TV will act as exclusive agent in
relation to Aston Villa's media and certain other commercial rights and will
have the exclusive right to run any Aston Villa television channel and web-site
and internet related activities. The agreement does not cover rights required to
be negotiated collectively by the FA Premier League.
Through Premium TV, NTL will also become Aston Villa's main sponsor for a period
of two years from the start of the 2000/2001 season.
Premium TV will provide Aston Villa with an interest free loan facility of up to
26 million pounds sterling, repayable after five years by the issue of ordinary
shares in the Company. The shares issued to Premium TV will be equal to a
maximum 9.99 per cent of Aston Villa's enlarged issued share capital, which
represents an equivalent issue price of 20.44 pence per share.
The Media Partnership and Loan Agreement offer Aston Villa the following key
benefits: access to Premium TV's expertise in the expansion and development of
media rights and the Aston Villa brand; a minimum of 70 per cent of the net
incremental revenues generated as a result of the Media Partnership; and an
interest free cash injection of up to 26 million pounds sterling.
The Media Partnership is subject to approval by Aston Villa shareholders of a
Special Resolution to be proposed at an Extraordinary General Meeting of the
Company.
Commenting on today's announcement, Doug Ellis, Chairman of Aston Villa PLC,
said:
"I am delighted at the prospects for our new alliance with NTL, another example
of the progress that Aston Villa has made since flotation. It also highlights
the Board's determination to deliver value to both supporters and shareholders.
Funds raised from this alliance mean that we can implement plans for the
extension of the Villa Park stadium and the new 150 room hotel without delay."
Barclay Knapp, Chief Executive Officer, NTL said today:
"This strategic alliance is good news for shareholders, the club and Villa fans.
NTL and Aston Villa will combine their strengths to get the best return for the
club from sponsorship, advertising and media rights. This is also about
harnessing all media opportunities including e-commerce and the internet, which
is going to be an increasingly important medium in football. NTL has invested in
Aston Villa because it is one of the UK's most watched and followed football
teams and is in line with our intention to be closely involved with British
football. We look forward to a long and rewarding association."
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For more information
Aston Villa PLC Premium TV
Doug Ellis, Chairman Alison Smith, 01256 752662
Mark Ansell, Finance Director Paula Averley, 01256 751570
0171 466 5000 (on 26/01/00 only)
Buchanan Hill & Knowlton
Mark Edwards, 0171 466 5000 Edward Bickham, 0171-4133050
Dominic Shales, 0171-4133142
More on Premium TV and NTL
Premium TV is a wholly owned subsidiary of NTL, one of the largest broadband
telecommunications providers in the UK and Ireland. The company offers local
business and residential telephony, cable television and internet services over
local broadband networks to approximately 25 per cent. of the cable households
in Great Britain. In addition, NTL is the largest cable operator in the Republic
of Ireland and also has cable franchises in France. Through its national
telecommunications division, the company offers national business
telecommunications, national and international carrier services and satellite
and radio communications services. In addition, NTL provides broadcast
transmission services in the UK and Australia.
NTL is listed on Nasdaq and EASDAQ. In the financial quarter to 30 September
1999, NTL generated annualized EBITDA (before corporate overhead and franchise
fees) of US$260 million on annualized group revenues of US$1.7 billion. Based on
the closing price of NTL's ordinary shares on Nasdaq on 21 January 1999, NTL's
fully diluted share capital was valued at approximately US$23 billion.
On 16 December 1998, Premium TV acquired 9,000,000 shares, representing 6.28 per
cent. of the issued ordinary share capital of Newcastle United from CHD at a
price of 111.7p per share.
