-----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, PH2LfWsY51AcX9Tu/Qdh64HDXd5SmcEefNDj6/3/0ZCEXE1xTkcloDdhO8GUOTfL fPGn/TqU/t8FPUUzpzr/ZQ== 0000906347-98-000049.txt : 19981218 0000906347-98-000049.hdr.sgml : 19981218 ACCESSION NUMBER: 0000906347-98-000049 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981216 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981217 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: 98771257 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 - DECEMBER 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) DECEMBER 16, 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 5. Other Events. - ------ ------------ (A) On December 16, 1998, NTL Incorporated ("NTL") announced that it had closed its sale of approximately $600 million gross proceeds 7% Convertible Subordinated Notes due 2008 (the "Convertible Notes"). The net proceeds of the offering will be used for construction, working capital, capital expenditures and general corporate purposes. The Convertible Notes have 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 Convertible Notes have been offered and sole within the United States under Rule 144A only to "qualified institutional buyers" and in transactions exempt from the registration requirements of the Securities Act to a limited number of "accredited investors". (B) NTL announced on December 17, 1998, that a wholly owned subsidiary, Premium TV Limited ("NTL-PTV"), has entered into an agreement with Cameron Hall Developments Limited ("CHD"), the majority shareholder in Newcastle United PLC, to acquire 9,000,000 shares (representing 6.3% of the issued share capital of Newcastle United) at a price of 111.7 pence per share. In conjunction with the sale of shares, CHD has also entered into an irrevocable commitment to NTL-PTV that if NTL-PTV makes a general offer for all of the issued share capital of Newcastle United, CHD will accept that offer in respect of the remaining balance of its shares in Newcastle United, representing 50.8% of the issued share capital of Newcastle United. If made, any such offer would be at the price of 111.7 pence per share in cash and may, if NTL-PTV so decides, carry a full zero coupon loan note alternative. The decision on whether NTL-PTV will make an offer may be influenced (among other things) by the substance of the report by the Monopolies and Mergers Commission on the proposed offer for Manchester United Football Club. The irrevocable commitment given by CHD is binding until 12 weeks following the publication of that report. This period may extend in certain circumstances to 16 weeks following publication and may be extended further should the Secretary of State for Trade and Industry decide to refer to the Monopolies and Mergers Commission the transaction being announced today. Copies of the press releases referred to above are attached hereto as exhibits and incorporated herein by reference. Item 7. Financial Statements and Exhibits - ------ --------------------------------- Exhibits 99.1 Press release issued December 16, 1998 99.2 Press release issued December 17, 1998 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: December 17, 1998 EXHIBIT INDEX Exhibit Page - ------- ---- 99.1 Press release issued December 16, 1998 99.2 Press release issued December 17, 1998 EX-99 2 EXHIBIT 99.1 EXHIBIT 99.1 For Immediate Release PRESS RELEASE NTL INCORPORATED ANNOUNCES CLOSING OF SALE OF CONVERTIBLE SUBORDINATED NOTES New York, New York; (December 16, 1998) - NTL Incorporated (Nasdaq: NTLI; Easdaq: NTLI.ED) announced that it has closed its sale of approximately $600 million gross proceeds 7% Convertible Subordinated Notes due 2008 (the "Convertible Notes"). The net proceeds of the offering will be used for construction, working capital, capital expenditures and general corporate purposes. The Convertible 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 Convertible Notes have been offered and sold within the United States under Rule 144A only to "qualified institution buyers" and in transactions exempt from the registration requirements of the Securities Act to a limited number of "accredited investors". ***** 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 3 EXHIBIT 99.2 EXHIBIT 99.2 FOR IMMEDIATE RELEASE NTL INCORPORATED TAKES STRATEGIC STAKE IN NEWCASTLE UNITED New York, New York (December 17, 1998) - NTL Incorporated (NASDAQ: NTLI; EASDAQ: NTLI.ED) announced today that a wholly owned subsidiary, Premium TV Limited ("NTL"), has entered into an agreement with Cameron Hall Developments Limited ("CHD"), the majority shareholder in Newcastle United PLC, to acquire 9,000,000 shares (representing 6.3% of the issued share capital of Newcastle United) at a price of 111.7 pence per share. In conjunction with the sale of shares, CHD has also entered into an irrevocable commitment to NTL that if NTL makes a general offer for all of the issued share capital of Newcastle United, CHD will accept that offer in respect of the remaining balance of its shares in Newcastle United, representing 50.8% of the issued share capital of Newcastle United. If made, any such offer would be at the price of 111.7 pence per share in cash and may, if NTL so decides, carry a full zero coupon loan note alternative. The decision on whether NTL will make an offer may be influenced (among other things) by the substance of the report by the Monopolies and Mergers Commission on the proposed offer for Manchester United Football Club. The irrevocable commitment given by CHD is binding until 12 weeks following the publication of that report. This period may extend in certain circumstances to 16 weeks following publication and may be extended further should the Secretary of State for Trade and Industry decide to refer to the Monopolies and Mergers Commission the transaction being announced today. Barclay Knapp, President and Chief Executive Officer of NTL said: "NTL's approach across its business activities is to be a force for wider choice, diversity and customer value. Through Premium TV, we have been looking at ways to bring more quality sports programming to more viewers, and today's transaction is in line with that strategy. Our involvement will benefit football, Newcastle United and its supporters. We believe strongly that the future success of football will continue to be developed on the enthusiasm and active support of fans." * * * * * * * 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: Barclay Knapp, President and Chief Executive Officer, Geoffrey Hamilton-Fairley or Alison Smith, Group Communications at 0171-413-3000 or via e-mail at investor_relations@ntli.com. -----END PRIVACY-ENHANCED MESSAGE-----