-----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, LBwiEUzOHxr7qFkdPBYDZpJNb2AjmEt7PMGwPbx1m9nLLruwSAu3tgfXp1chDMG/ wtOCndgLA/U67cOeFBve5Q== 0000906347-98-000037.txt : 19980619 0000906347-98-000037.hdr.sgml : 19980618 ACCESSION NUMBER: 0000906347-98-000037 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980616 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980617 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NTL INC /DE/ CENTRAL INDEX KEY: 0000906347 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 521822078 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-22616 FILM NUMBER: 98649418 BUSINESS ADDRESS: STREET 1: 110 E 59TH ST STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129068440 MAIL ADDRESS: STREET 1: 110 EAST 59TH STREET STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL CABLETEL INC DATE OF NAME CHANGE: 19930601 - -----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, U1a161k4SkVNcHb0xDDySZcmz+lD9337iaTOX8iEmv5x5SYrHqE/dKgTJ3FfLlWB HjpnsAMCS4kOzMRqxpkbqA== 0000906347-98-000037.txt : 19980618 0000906347-98-000037.hdr.sgml : 19980618 ACCESSION NUMBER: 0000906347-98-000037 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980616 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980617 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NTL INC /DE/ CENTRAL INDEX KEY: 0000906347 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 521822078 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-22616 FILM NUMBER: 98649418 BUSINESS ADDRESS: STREET 1: 110 E 59TH ST STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129068440 MAIL ADDRESS: STREET 1: 110 EAST 59TH STREET STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL CABLETEL INC DATE OF NAME CHANGE: 19930601 8-K 1 NTL - FORM 8-K - JUNE 16, 1998 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) JUNE 16, 1998 ------------- NTL INCORPORATED - - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-22616 52-1822078 - - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 110 East 59th Street, 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) Item 5. Other Events. - - ------ ------------ On June 16, 1998, NTL Incorporated ("NTL") announced that it had entered into an acquisition agreement (the "ComTel Agreement") with Vision Networks III B.V., a wholly owned subsidiary of Royal PTT Nederland NV (KPN), for the acquisition of the operations of ComTel Limited and Telecential Communications (collectively, "ComTel"). Under the ComTel Agreement, NTL will acquire ComTel for a total of 550 million pounds sterling in two stages. In the first stage, NTL has acquired certain of the ComTel properties for consideration of 275 million pounds sterling in cash; in the second stage, upon the completion of certain corporate reorganizations within ComTel, NTL will acquire the remaining ComTel properties for 200 million pounds sterling in cash and 75 million pounds sterling in a new NTL PIK Preferred Stock (the "Preferred Stock"). The Preferred Stock will have a pay-in-kind coupon of 9.9%, will mature in 2008, and is redeemable within 15 months for common stock valued at market, new NTL convertible preferred securities, or cash. NTL has financed the cash portion of the first stage of the transaction through a loan facility, completed through an amendment to NTL's existing bank facility with the Chase Manhattan Bank. At the time of the transaction, ComTel will not have any outstanding indebtedness. NTL also announced that it had entered into an acquisition agreement (the "Diamond Agreement") with Diamond Cable Communications plc ("Diamond"). Under the Diamond Agreement, Diamond shareholders will receive 0.25 shares of NTL Common Stock for each Diamond Ordinary Share. Diamond has approximately 60.7 million fully diluted shares outstanding, and the total consideration for the transaction will be approximately 15.2 million NTL shares. Based on the closing price on June 15, 1998 of NTL Common Stock, the purchase price implies a total Diamond equity value of approximately $630 million. The Diamond Agreement contains provisions such that if NTL's stock price exceeds $52 per share for a measuring period prior to closing (the "Cap"), the number of NTL shares issued to Diamond will be decreased such that the consideration for four Diamond shares will not exceed $52. In the event that the transaction is not closed within four months, the Cap will be increased by $0.50, and an additional $0.50 per month thereafter until closing. The Diamond Agreement also contains provisions such that if NTL's stock price falls below $36 per share for a measuring period prior to closing, Diamond has the right to terminate the transaction, subject to NTL's right to adjust the exchange ratio such that the consideration will be $36 for four Diamond shares. The closing of the Diamond Agreement is subject to shareholder approval, bond consents and customary closing conditions. NTL also announced that it has provided to the Trustee of its 10 7/8% Senior Deferred Coupon Notes due 2003 (the "Notes") a notice that it will redeem the Notes on October 15, 1998. Pending such redemption, NTL has deposited in trust with the Trustee an amount equal to $218,586,840 to pay the redemption price (including principal) on the Notes, thereby defeasing certain of its obligations under the indenture governing the Notes. A copy of the press releases issued by NTL regarding these announcements are attached hereto as exhibits and incorporated herein by reference. Item 7. Financial Statements and Exhibits - - ------ --------------------------------- Exhibits 99.1 Press release, issued June 16, 1998 re: ComTel Limited 99.2 Press release, issued June 16, 1998 re: Diamond Cable Communications plc 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 thereunto duly authorized. NTL INCORPORATED (Registrant) By: /s/ Richard J. Lubasch ----------------------------- Name: Richard J. Lubasch Title: Senior Vice President- General Counsel Dated: June 16, 1998 EXHIBIT INDEX ------------- Exhibit Page - - ------- ---- 99.1 Press release, issued June 16, 1998 re: ComTel Limited 99.2 Press release, issued June 16, 1998 re: Diamond Cable Communications plc EX-99.1 2 PRESS RELEASE - COMTEL LIMITED EXHIBIT 99.1 FOR IMMEDIATE RELEASE NTL INCORPORATED ANNOUNCES ACQUISITION OF COMTEL LTD COMTEL SHAREHOLDERS TO RECEIVE CASH AND PREFERRED STOCK New York, New York (June 16, 1998) - NTL Incorporated (NASDAQ: NTLI; EASDAQ: NTLI.ED) announced today that it had entered into an acquisition agreement (the "ComTel Agreement") with Vision Networks III B.V., a wholly owned subsidiary of Royal PTT Nederland NV (KPN), for the acquisition of the operations of ComTel Limited and Telecential Communications (collectively, "ComTel"). Under the ComTel Agreement, NTL will acquire ComTel for a total of 550 million pounds sterling in two stages. In the first stage, NTL has acquired certain of the ComTel properties for consideration of 275 million pounds sterling in cash; in the second stage, upon the completion of certain corporate reorganizations within ComTel, NTL will acquire the remaining ComTel properties for 200 million pounds sterling in cash and 75 million pounds sterling in a new NTL PIK Preferred Stock (the "Preferred Stock"). The Preferred Stock will have a pay-in-kind coupon of 9.9%, will mature in 2008, and is redeemable within 15 months for common stock valued at market, new NTL convertible preferred securities, or cash. NTL has financed the cash portion of the first stage of the transaction through a loan facility, completed through an amendment to NTL's existing bank facility with the Chase Manhattan Bank. At the time of the transaction, ComTel will not have any outstanding indebtedness. Commenting on the transaction, J. Barclay Knapp, President and Chief Executive Officer, said: "We are delighted to announce this significant transaction. With the addition of ComTel and Comcast UK's 100%-owned operations, we will have nearly 4 million franchise homes, more than 650,000 customers and nearly 60,000 business lines. ComTel's franchises are directly adjacent to our Suburban London franchises in Hertfordshire/Bedfordshire and Surrey/Hampshire, and have more than 1.1 million homes and more than 500 million pounds sterling in network investment. We look forward to working with their customers, employees and suppliers going forward." ========================================================================= PRO FORMA OPERATING STATISTICS ------------------------------------------------------------------------- CURRENT PRO FORMA NTL NTL (1) ------------------------------------------------------------------------- Franchise homes 2,090,000 3,952,000 ------------------------------------------------------------------------- Homes marketed (ResTel) 887,400 1,972,000 ------------------------------------------------------------------------- Homes marketed (CATV) 887,400 2,185,000 ------------------------------------------------------------------------- Res. Telephony subscribers/lines 337,800 668,000 ------------------------------------------------------------------------- Res. Tel. Penetration 38% 34% ------------------------------------------------------------------------- CATV Subscribers 341,900 611,000 ------------------------------------------------------------------------- CATV penetration 39% 28% ------------------------------------------------------------------------- Business Subscribers 8,100 16,000 ------------------------------------------------------------------------- Business Lines 31,000 57,000 ------------------------------------------------------------------------- Annualized Q1 Revenues (mm) $590 $850 ------------------------------------------------------------------------- Annualized Q1 EBITDA (mm) $55 $76 ------------------------------------------------------------------------- P,P&E (mm) (2) $2,100 $3,500 ========================================================================= (1) Pro forma for the acquisition of ComTel and Comcast UK's 100%-owned franchises. Data as of March 31, 1998. Data includes approximately 200,000 ComTel CATV-only homes passed which are subject to new build; the remaining ComTel homes are comparable to the homes passed by NTL's existing dual network. (2) Includes approximately $500 million in P,P&E related to NTL's national telecoms and broadcast businesses. Completion of the second stage of the transaction is subject to certain closing conditions. NTL assumes management control over all ComTel franchises effective immediately. ComTel operates telephony/cable networks in the United Kingdom. ComTel's franchises cover approximately 1.1 million homes and are located in the Midlands and South East England regions, covering areas including: Oxford, Swindon, Coventry and Stratford. As of March 31, 1998, ComTel had passed approximately 991,000 homes, and had more than 161,000 residential telephony subscribers, 166,000 cable television subscribers and 2,600 business telephony subscribers. NTL announces redemption of bonds: - - --------------------------------- The Company also announced today that it has provided to the Trustee of its 10 7/8% Senior Deferred Coupon Notes due 2003 (the "Notes") a notice that it will redeem the Notes on October 15, 1998. Pending such redemption, the Company has deposited in trust with the Trustee an amount equal to $218,586,840 to pay the redemption price (including principal) on the Notes, thereby defeasing certain of its obligations under the indenture governing the Notes. NTL Incorporated is a leading alternative telecommunications company in the United Kingdom. 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 radio communications services. Through its local telecoms division, the Company offers residential telephony, residential cable television and Internet services over advanced broadband fiber networks in six major franchise areas in the UK. The Company's broadcast services division operates a national broadcast transmission network of more than 1,200 owned and shared transmission sites, and offers digital and analog broadcast transmission services to major television and radio stations nationwide in the UK. * * * * * * * For further information contact: In the U.S.: John F. Gregg, Managing Director - Corporate Development, Michael A. Peterson, Director - Corporate Development or Richard J. Lubasch, Senior Vice President - General Counsel at (212) 906-8440; in the UK: Bret Richter, Director - Corporate Development at (0171) 227-8700 or Alison Smith, Group Communications at (01252) 402662; or via e-mail at investor_relations@NTLI.com. EX-99.2 3 PRESS RELEASE - DIAMOND CABLE COMMUNICATIONS PLC EXHIBIT 99.2 FOR IMMEDIATE RELEASE NTL INCORPORATED ANNOUNCES ACQUISITION OF DIAMOND CABLE COMMUNICATIONS PLC DIAMOND SHAREHOLDERS TO RECEIVE NTL SHARES New York, New York (June 16, 1998) - NTL Incorporated (NASDAQ: NTLI; EASDAQ: NTLI.ED) announced today that it had entered into an acquisition agreement (the "Diamond Agreement") with Diamond Cable Communications plc ("Diamond"). Under the Diamond Agreement, Diamond shareholders will receive 0.25 shares of NTL Common Stock for each Diamond Ordinary Share. Diamond has approximately 60.7 million fully diluted shares outstanding, and the total consideration for the transaction will be approximately 15.2 million NTL shares. Based on yesterday's closing price of NTL Common Stock, the purchase price implies a total Diamond equity value of approximately $630 million. The Diamond Agreement contains provisions such that if NTL's stock price exceeds $52 per share for a measuring period prior to closing (the "Cap"), the number of NTL shares issued to Diamond will be decreased such that the consideration for four Diamond shares will not exceed $52. In the event that the transaction is not closed within four months, the Cap will be increased by $0.50, and an additional $0.50 per month thereafter until closing. The Diamond Agreement also contains provisions such that if NTL's stock price falls below $36 per share for a measuring period prior to closing, Diamond has the right to terminate the transaction, subject to NTL's right to adjust the exchange ratio such that the consideration will be $36 for four Diamond shares. As of March 31, 1998, Diamond had total debt of approximately $1,257 million, which is expected to remain outstanding, and cash of approximately $414 million. Earlier today, NTL announced that it had acquired ComTel Limited for 550 million pounds sterling in cash and preferred stock. Commenting on the transactions completed today, J. Barclay Knapp, President and Chief Executive Officer, said: "With the Diamond and ComTel transactions announced today, NTL has moved to the forefront of the UK telecommunications industry. We will now cover approximately 25% of the UK with our cable telephone franchises with a total of approximately 5.2 million homes under franchise, nearly 850,000 residential telephony customers, more than 700,000 CATV customers, more than 85,000 business telephony lines and approximately $1 billion in annualized revenues. Together with our recently completed national telecoms network and our excellent results to date, NTL is well on its way to becoming the premier company in the industry. "As a result of increased usage of our national fiber network, and overall economies of scale in our operations, we believe that we can realize annual cost savings in excess of 100 million pounds sterling in the future. Geographically, these franchises fit nearly perfectly with each other and the rest of our properties, and gives NTL a market presence which will carry the Company forward to the future". Robert T. Goad, Chief Executive of Diamond, said, "I am very pleased to announce our collaboration with NTL, which I view as an outstanding transaction for Diamond and indeed the industry. Diamond has proven that cable telephony in the UK is a viable business and takes pride in its stellar results to date. Now we will be able to take our success to the next level by helping form the true industry leader. The combined entity is uniquely positioned to seize a remarkable opportunity which will dramatically enhance shareholder value." Robert Goad will join NTL's Board of Directors and remain a principal of the combined company. ========================================================================= PRO FORMA OPERATING STATISTICS ------------------------------------------------------------------------- CURRENT PRO FORMA NTL NTL (1) ------------------------------------------------------------------------- Franchise homes 2,090,000 5,182,000 ------------------------------------------------------------------------- Homes marketed (ResTel) 887,400 2,429,000 ------------------------------------------------------------------------- Homes marketed (CATV) 887,400 2,641,000 ------------------------------------------------------------------------- Res. Telephony subscribers/lines 337,800 846,000 ------------------------------------------------------------------------- Res. Tel. penetration 38% 35% ------------------------------------------------------------------------- CATV Subscribers 341,900 702,000 ------------------------------------------------------------------------- CATV penetration 39% 27% ------------------------------------------------------------------------- Business Subscribers 8,100 22,000 ------------------------------------------------------------------------- Business Lines 31,000 86,000 ------------------------------------------------------------------------- Annualized Q1 Revenues (mm) $590 $984 ------------------------------------------------------------------------- Annualized Q1 EBITDA (mm) $55 $104 ------------------------------------------------------------------------- P,P&E (mm) (2) $2,100 $4,200 ========================================================================= (1) Pro forma for the acquisition of Diamond, ComTel and Comcast UK's 100%-owned franchises. Data as of March 31, 1998. Data includes approximately 200,000 ComTel CATV-only homes passed which are subject to new build; the remaining ComTel homes are comparable to the homes passed by NTL's existing dual network. (2) Includes approximately $500 million in P,P&E related to NTL's national telecoms and broadcast businesses. Diamond operates telephony/cable networks in the United Kingdom. Diamond's franchises cover more than 1.2 million homes and are located in the East Midlands region, covering areas including: Nottingham, Leicester, Lincolnshire and South Humberside. As of March 31, 1998, Diamond had passed approximately 575,000 homes, and had approximately 178,000 residential telephony subscribers, 90,000 cable television subscribers and 6,200 business telephony subscribers. Diamond is majority owned by European Cable Capital Partners, which is beneficially owned by Goldman, Sachs & Co. NTL Incorporated is a leading alternative telecommunications company in the United Kingdom. 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 radio communications services. Through its local telecoms division, the Company offers residential telephony, residential cable television and Internet services over advanced broadband fiber networks in six major franchise areas in the UK. The Company's broadcast services division operates a national broadcast transmission network of more than 1,200 owned and shared transmission sites, and offers digital and analog broadcast transmission services to major television and radio stations nationwide in the UK. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: In addition to the historical information presented, this release also includes certain forward-looking statements relating to cost savings. Such statements represent the Company's reasonable judgment on the future and are based on assumptions and factors that could cause actual results to differ materially. Examples of relevant assumptions and factors include, but are not limited to, overall market penetration for the Company's services, competition from providers of alternative services and general economic conditions. The Company assumes no obligation to update these forward-looking statements to reflect actual results, changes in assumptions or changes in factors affecting such statements. * * * * * * * For further information contact: In the U.S.: John F. Gregg, Managing Director - Corporate Development, Michael A. Peterson, Director - Corporate Development or Richard J. Lubasch, Senior Vice President - General Counsel at (212) 906-8440; in the UK: Bret Richter, Director - Corporate Development at (0171) 227-8700 or Alison Smith, Group Communications at (01252) 402662; or via e-mail at investor_relations@NTLI.com. - -----END PRIVACY-ENHANCED MESSAGE----- -----END PRIVACY-ENHANCED MESSAGE-----