-----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, JwOMGyCvqw62fKDYPPd4TwoYXxzZqmzahsIX7LLGjent+n0Fcw7EMpb/6HY0Qs4I kCKQ1RPI/dfZiI3joyElUA== 0000906347-98-000047.txt : 19981105 0000906347-98-000047.hdr.sgml : 19981105 ACCESSION NUMBER: 0000906347-98-000047 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19981029 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981104 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: 98737343 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 - OCTOBER 29, 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) OCTOBER 29, 1998 ---------------- NTL INCORPORATED - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-22616 52-1822078 - -------------------------------------------------------------------------------- (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) 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 2. ACQUISITION OR DISPOSITION OF ASSETS. Effective October 29, 1998, NTL Incorporated (the "Company") completed its acquisition (the "Amalgamation") of Comcast UK Cable Partners Limited ("Comcast UK") pursuant to an amalgamation of NTL (Bermuda) Limited, a wholly owned subsidiary of the Company, with Comcast UK in accordance with the terms of an Agreement and Plan of Amalgamation, dated February 4, 1998, as amended, among the Company, NTL (Bermuda) Limited and Comcast UK. Comcast UK shareholders received 0.3745 shares of common stock of the Company for each share of common stock of Comcast UK. The Company issued 18,764,173 shares of common stock in the transaction, representing approximately 31.2% of the shares of common stock of the Company expected to be outstanding after giving effect to the consummation of the Amalgamation. The assets acquired by the Company will continue to be used in the same businesses as they were previously used before the Amalgamation. In connection with the Amalgamation, the Company entered into a Registration Rights Agreement with Comcast Corporation and Warburg, Pincus Investors, L.P., pursuant to which the Company is obligated to register for resale the shares of its common stock that were issued to each of Comcast Corporation (or any subsidiary thereof) and Warburg, Pincus Investors, L.P. as consideration for their shares of Comcast UK. In addition, each of Comcast Corporation and Warburg, Pincus Investors, L.P. entered into a "lock-up" agreement with the Company preventing each of them from selling, transferring or disposing of any interest in the shares of common stock of the Company beneficially owned by them following the Amalgamation for a period of 150 days after the closing of the Amalgamation. A copy of the press release issued by the Company announcing the consummation of the Amalgamation is attached hereto as exhibit 99.2 and is incorporated herein in its entirety by reference. ITEM 5. OTHER EVENTS On October 30, 1998, the Company announced that it intended to commence the offering of Senior Deferred Coupon Notes Due 2008 (the "Senior Deferred Notes") and that the Company expects to raise $200 million of gross proceeds from such offering, which proceeds will be used to refinance existing indebtedness. On November 2, 1998, the Company announced that it had closed its sale of $625 million of 11-1/2% Senior Notes Due 2008 (the "Senior Notes"), which Senior Notes carry a cash-pay current coupon. The Company will use the net proceeds of the offering to refinance existing indebtedness. Neither the Senior Deferred Notes nor the Senior Notes have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, 2 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 Senior Notes were, and the Senior Deferred Notes will be, offered and sold within the United States pursuant to Rule 144A under the Securities Act only to "qualified institutional buyers" and outside the United States in accordance with Regulation S under the Securities Act. Copies of the press releases announcing the events described above are attached hereto as exhibits 99.3 and 99.4 and are incorporated in their entirety herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements of Businesses Acquired and Significant Investees. The financial statements of Comcast UK and its significant investees set forth on pages F-39 through F-89 of the Joint Proxy Statement/Prospectus included in the Registration Statement on Form S-4 (File No. 333-64727) of the Company (the "Form S-4") are hereby incorporated herein in their entirety by reference. (b) Pro Forma Financial Information. The unaudited pro forma financial data set forth on pages 49 through 56 of the Joint Proxy Statement/Prospectus included in the Form S-4 are hereby incorporated herein in their entirety by reference. (c) Exhibits. Exhibit 2.1 Agreement and Plan of Amalgamation , dated as of February 4, 1998, among NTL Incorporated, NTL (Bermuda) Limited and Comcast UK Cable Partners Limited (incorporated by reference to the Registration Statement on Form S-4 (File No. 333-64727) of the Company). Exhibit 2.2 Amendment No. 1 dated as of May 28, 1998 to the Agreement and Plan of Amalgamation dated as of February 4, 1998 among NTL Incorporated, NTL (Bermuda) Limited and Comcast UK Cable Partners Limited (incorporated by reference to the Registration Statement on Form S-4 (File No. 333-64727) of the Company). Exhibit 2.3 Amendment No. 2 dated as of August 14, 1998 to the Agreement and Plan of Amalgamation dated as of February 4, 1998, as amended, among NTL Incorporated, NTL (Bermuda) Limited and Comcast UK Cable Partners Limited (incorporated by reference to the Registration Statement on Form S-4 (File No. 333-64727) of the Company). 3 Exhibit 2.4 Form of Registration Rights Agreement by and among NTL Incorporated and Comcast Corporation and Warburg, Pincus Investors, L.P. (incorporated by reference to the Registration Statement on Form S-4 (File No. 333-64727) of the Company). Exhibit 2.5 Form of Comcast Corporation Lock-Up Letter (incorporated by reference to the Registration Statement on Form S-4 (File No. 333-64727) of the Company). Exhibit 2.6 Form of Warburg, Pincus Investors, L.P. Lock-Up Letter (incorporated by reference to the Registration Statement on Form S-4 (File No. 333-64727) of the Company). Exhibit 99.1 Joint Proxy Statement/Prospectus included in the Form S-4 (incorporated by reference to the Registration Statement on Form S-4 (File No. 333-64727) of the Company). Exhibit 99.2 Text of press release issued by NTL Incorporated on October 29, 1998. Exhibit 99.3 Text of press release issued by NTL Incorporated on October 30, 1998. Exhibit 99.4 Text of press release issued by NTL Incorporated on November 2, 1998. 4 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. NTL INCORPORATED By: /s/ Richard J. Lubasch -------------------------------------- Name: Richard J. Lubasch Title: Senior Vice President, General Counsel and Secretary Dated: November 3, 1998 5 EXHIBIT INDEX Exhibit Description ------- ----------- Exhibit 2.1 Agreement and Plan of Amalgamation , dated as of February 4, 1998, among NTL Incorporated, NTL (Bermuda) Limited and Comcast UK Cable Partners Limited (incorporated by reference to the Registration Statement on Form S-4 (File No. 333-64727) of the Company). Exhibit 2.2 Amendment No. 1 dated as of May 28, 1998 to the Agreement and Plan of Amalgamation dated as of February 4, 1998 among NTL Incorporated, NTL (Bermuda) Limited and Comcast UK Cable Partners Limited (incorporated by reference to the Registration Statement on Form S-4 (File No. 333-64727) of the Company). Exhibit 2.3 Amendment No. 2 dated as of August 14, 1998 to the Agreement and Plan of Amalgamation dated as of February 4, 1998, as amended, among NTL Incorporated, NTL (Bermuda) Limited and Comcast UK Cable Partners Limited (incorporated by reference to the Registration Statement on Form S-4 (File No. 333-64727) of the Company). Exhibit 2.4 Form of Registration Rights Agreement by and among NTL Incorporated and Comcast Corporation and Warburg, Pincus Investors, L.P. (incorporated by reference to the Registration Statement on Form S-4 (File No. 333-64727) of the Company). Exhibit 2.5 Form of Comcast Corporation Lock-Up Letter (incorporated by reference to the Registration Statement on Form S-4 (File No. 333-64727) of the Company). Exhibit 2.6 Form of Warburg, Pincus Investors, L.P. Lock-Up Letter (incorporated by reference to the Registration Statement on Form S-4 (File No. 333-64727) of the Company). Exhibit 99.1 Joint Proxy Statement/Prospectus included in the Form S-4 (incorporated by reference to the Registration Statement on Form S-4 (File No. 333-64727) of the Company). Exhibit 99.2 Text of press release issued by NTL Incorporated on October 29, 1998. Exhibit 99.3 Text of press release issued by NTL Incorporated on October 30, 1998. Exhibit 99.4 Text of press release issued by NTL Incorporated on November 2, 1998. 6 EX-99 2 EXHIBIT 99.2 EXHIBIT 99.2 FOR IMMEDIATE RELEASE PRESS RELEASE NTL INCORPORATED ANNOUNCES THE COMPLETION OF ITS ACQUISITION OF COMCAST UK CABLE PARTNERS LIMITED New York, New York (October 29, 1998) - NTL Incorporated (Nasdaq: NTLI; Easdaq: NTLI.ED) announced today that it had completed its acquisition of Comcast UK Cable Partners Limited ("Comcast UK") (Nasdaq: CMCAF). Comcast UK shareholders received 0.3745 NTL shares for each Comcast UK share. NTL issued a total of 18,764,173 shares in the transaction. Commenting on the transaction, Barclay Knapp, President and Chief Executive Officer of NTL, said: "The acquisition of Comcast UK significantly increases the value of NTL and is an important step in achieving our objective of becoming the premier communications company in the UK. Since the announcement of the transaction, we have worked closely with Comcast UK management on the integration of the operations. NTL is thrilled to add the high quality Comcast UK management team, and we look forward to working together to successfully grow the combined companies." Comcast UK operates telephony/cable networks in the United Kingdom in Cambridge and Teesside and has an interest in Cable London (50.0% ownership). Comcast UK has a total of approximately 962,500 million equity homes under franchise. As of June 30, 1998, on a proportionate basis Comcast UK had passed approximately 623,300 homes, and had approximately 223,100 residential telephony customers, 152,300 residential cable television customers and 26,700 business telephony lines. On October 28, 1998, Comcast UK sold its interest (27.5% ownership) in Birmingham Cable to Telewest Communications plc for 130 million pounds sterling in cash. As previously announced, NTL and Telewest have also agreed within a certain time period to rationalize their joint ownership of Cable London pursuant to an agreed procedure. Generally between six and nine months from today, NTL will notify Telewest of the price at which it is willing to sell its 50% ownership interest in Cable London to Telewest. Following such notification, Telewest at its option will be required at that price to either purchase NTL's 50% ownership interest in Cable London or sell its 50% ownership interest in Cable London to NTL. NTL offers local business and residential telephony, residential cable television and Internet services over advanced broadband fiber networks in several major franchise areas in the United Kingdom. Through its national telecoms services division, NTL owns and operates one of only five independent national telecoms networks in the United Kingdom and offers national business telecoms, national international carrier telecommunications services, and satellite and radio communications services. NTL'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 United Kingdom. ******** 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 U.K.: 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 3 EXHIBIT 99.3 EXHIBIT 99.3 FOR IMMEDIATE RELEASE PRESS RELEASE NTL INCORPORATED ANNOUNCES PRICING OF SENIOR DEFERRED COUPON NOTES NEW YORK, NEW YORK; (OCTOBER 30, 1998) - NTL Incorporated (NASDAQ: NTLI; EASDAQ: NTLI.ED) announced that it has priced an issue of approximately $250 million gross proceeds 12-3/8% Senior Deferred Coupon Notes Due 2008 (the "Senior Deferred Notes"). The net proceeds of the offering will be used for refinancing existing indebtedness. The closing of the sale of the Senior Deferred Notes is expected to occur on November 6, 1998. On October 26, 1998, the Company announced that it had priced an issue of $625 million of 11-1/2% Senior Notes (the "Senior Notes"), which is expected to close on or about November 2, 1998. The Senior Deferred Notes and the Senior Notes have not 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 Senior Deferred Notes and the Senior Notes have been offered and sold within the United States in accordance with Regulation S under the Securities Act. ***** For information contact: John F. Gregg, Managing Director - Corporate Finance & Development; Michael Peterson, Director - Corporate Development; Bret Richter, Director - Corporate Development or Richard J. Lubasch, Senior Vice President - General Counsel, at (212) 906-8440; in UK: Alison Smith at 01252-402662; or via e-mail at investor_relations@ntli.com. EX-99 4 EXHIBIT 99.4 EXHIBIT 99.4 FOR IMMEDIATE RELEASE PRESS RELEASE NTL INCORPORATED ANNOUNCES CLOSING OF SALE OF 11-1/2% SENIOR NOTES New York, New York; (November 2, 1998) - NTL Incorporated (Nasdaq: NTLI; Easdaq: NTLI.ED) announced that it has closed its sale of $625 million of 11-1/2% Senior Notes due 2008 (the "Senior Notes"). The Senior Notes carry a cash-pay current coupon. The net proceeds of the offering will be used for refinancing existing indebtedness. The Notes have not 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 have been 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. **** For Information Contact: John F. Gregg, Managing Director - Corporate Finance & Development; Michael Peterson, Director - Corporate Development; Bret Richter, Director - Corporate Development or Richard J. Lubasch, Senior Vice President - General Counsel, at (212) 906-8440; in UK: Alison Smith at 01252-402662; or via e-mail at investor_relations@ntli.com. -----END PRIVACY-ENHANCED MESSAGE-----