-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MWyVrGi7K+EJJ22BnYTqps2Z4UOVLDKN9d1ThWAGaAeS1FudeKDVjOFnxOccUSL7 XY1+IhoXiIbTPx97LA5Uww== 0000895345-06-000845.txt : 20061030 0000895345-06-000845.hdr.sgml : 20061030 20061030171107 ACCESSION NUMBER: 0000895345-06-000845 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061030 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061030 DATE AS OF CHANGE: 20061030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NTL INC CENTRAL INDEX KEY: 0001270400 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 593778247 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50886 FILM NUMBER: 061172911 BUSINESS ADDRESS: STREET 1: 909 THIRD AVENUE STREET 2: SUITE 2863 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129068440 MAIL ADDRESS: STREET 1: 909 THIRD AVENUE STREET 2: SUITE 2863 CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: TELEWEST GLOBAL INC DATE OF NAME CHANGE: 20031117 8-K 1 rm8k_ntlinc.txt =============================================================================== UNITED STATES 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): October 30, 2006 NTL INCORPORATED (Exact name of Registrant as specified in its charter) DELAWARE FILE NO. 000-50886 52-3778427 (State of Incorporation) (Commission File Number) (IRS Employer Identification No.) 909 THIRD AVENUE, SUITE 2863, 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 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) =============================================================================== TABLE OF CONTENTS Item 1.01 Entry into a Material Definitive Agreement. SIGNATURES Item 9.01 Financial Statements and Exhibits Exhibit 10.1 Senior Guarantee issued by NTL Incorporated and NTL:Telewest LLC, among others, dated October 30, 2006. ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On October 30, 2006, NTL Incorporated and NTL:Telewest LLC executed senior guarantees of the 8.75% Senior Notes due 2014 (sterling-denominated), 9.75% Senior Notes due 2014 (euro-denominated) and 9.75% Senior Notes due 2014 (U.S. dollar-denominated) issued by their subsidiary, NTL Cable PLC, in 2004 (the "Notes"). Upon the provision of the guarantees described above, the guarantees of the Notes will match the guarantees provided to holders of NTL Cable PLC's 9-1/8% Senior Notes due 2016, which were issued on July 25, 2006. The Notes are also guaranteed on a senior basis by NTL Holdings Inc., NTL (UK) Group, Inc., and NTL Communications Limited, and on a senior subordinated basis by NTL Investment Holdings Limited. A copy of the guarantee executed by NTL Incorporated and NTL:Telewest LLC is attached hereto as Exhibit 10.1. 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 hereunto duly authorized. Dated: October 30, 2006 NTL INCORPORATED By: /s/ Bryan H. Hall --------------------------- Bryan H. Hall Secretary EXHIBIT INDEX EXHIBIT DESCRIPTION - ------- ----------- 10.1 Senior Guarantee issued by NTL Incorporated and NTL:Telewest LLC, among others, dated October 30, 2006. EX-10.1 2 exh10-1.txt Exhibit 10.1 SENIOR GUARANTEE For value received, each of the undersigned (the "Senior Guarantors"), to the extent set forth in and subject to the terms of the Indenture, dated as of April 13, 2004, among NTL Cable PLC, a public limited company organized under the laws of England and Wales (the "Issuer"), NTL Incorporated, a Delaware corporation (formerly known as Telewest Global, Inc.), NTL Holdings Inc., a Delaware corporation (formerly known as NTL Incorporated), NTL (UK) Group, Inc., a Delaware corporation, NTL Communications Limited, a limited company organized under the laws of England and Wales, NTL Investment Holdings Limited, a limited company organized under the laws of England and Wales ("NTLIH" or the "Senior Subordinated Subsidiary Guarantor"), and The Bank of New York, as trustee (the "Trustee"), as amended or supplemented from time to time (the "Indenture"), hereby jointly and severally with one another and with the Senior Subordinated Subsidiary Guarantor irrevocably and unconditionally guarantees to each Holder and to the Trustee and its successors and assigns (1) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuer under the Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of or interest on or premium or Special Interest, if any, on the Notes and all other monetary obligations of the Issuer under the Indenture and the Notes and (2) the full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under the Indenture and the Notes (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). Each Senior Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Note Guarantor, and that such Note Guarantor shall remain bound under this Guarantee notwithstanding any extension or renewal of any Guaranteed Obligation. The obligations of each Senior Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Indenture, are expressly set forth in Article 11 of the Indenture, and reference is hereby made to the Indenture, for the precise terms and limitations of this Guarantee. Each Holder of the Note to which this Guarantee is endorsed, by accepting such Note, agrees to and shall be bound by such provisions. Each Senior Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by such Senior Guarantor without rendering such Senior Guarantee voidable under applicable law relating to ultra vires, fraudulent conveyance, fraudulent transfer, corporate benefit or similar laws affecting the rights of creditors generally. [Signatures on following page] IN WITNESS WHEREOF, each Senior Guarantor has caused this Guarantee to be signed by a duly authorized officer, on October 30, 2006. NTL HOLDINGS INC. By: /s/ Bryan Hall -------------------------------- Name: Bryan Hall Title: Secretary NTL (UK) GROUP, INC. By: /s/ Robert Mackenzie -------------------------------- Name: Robert Mackenzie Title: Director NTL COMMUNICATIONS LIMITED By: /s/ Robert Mackenzie -------------------------------- Name: Robert Mackenzie Title: Director NTL INCORPORATED By: /s/ Bryan Hall -------------------------------- Name: Bryan Hall Title: Secretary NTL:TELEWEST LLC By: /s/ Bryan Hall -------------------------------- Name: Bryan Hall Title: Secretary -----END PRIVACY-ENHANCED MESSAGE-----