-----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, PcDf5hHMbhfQpoQmEvYXfMjdkYrDi/PUqfp5Yr5+HlTfnZm79w02Nb3Sq7w58xa1 vfWBVjb3Ma3vhPphRE2Vyw== 0000906347-98-000050.txt : 19981228 0000906347-98-000050.hdr.sgml : 19981228 ACCESSION NUMBER: 0000906347-98-000050 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981222 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981222 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: 98773662 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 22, 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 22, 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. - ------ ------------ On December 22, 1998, NTL Incorporated ("NTL") announced that it had acquired Eastern Group Telecoms ("EGT") from Eastern Group plc for 91 million pounds sterling. EGT comprises two business divisions. The telecoms division utilizes a 1,800km SDH fibre-optic network across the SouthEast and East of England. The radio sites division, consisting of 121 radio masts across East Anglia, serves the UK's major mobile phone network operators. EGT has headquarters in Ipswich and has 54 employees. EGT will operate as a wholly owned subsidiary of NTL. Under the terms of the acquisition, NTL has paid 60 million pounds sterling in cash and 31 million pounds sterling in a new NTL preferred stock which is redeemable for common stock or cash. A copy of the press release referred to above is attached hereto as an exhibit and incorporated herein by reference. Item 7. Financial Statements and Exhibits - ------ --------------------------------- Exhibits 99 Press release issued December 22, 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 22, 1998 EXHIBIT INDEX Exhibit Page 99 Press release issued December 22, 1998 EX-99 2 EXHIBIT 99 EXHIBIT 99 FOR IMMEDIATE RELEASE NTL INCORPORATED ANNOUNCES ACQUISITION OF EASTERN GROUP TELECOMS New York, New York (December 22, 1998) - NTL Incorporated (NASDAQ: NTLI; EASDAQ: NTLI.ED) announced today that it had agreed to acquire Eastern Group Telecoms ("EGT") from Eastern Group plc for 91 million pounds sterling. EGT comprises two business divisions. The telecoms division utilizes a 1,800km SDH fibre-optic network across the SouthEast and East of England. The radio sites division, consisting of 121 radio masts across East Anglia, serves the UK's major mobile phone network operators. EGT has headquarters in Ipswich and has 54 employees. EGT will operate as a wholly owned subsidiary of NTL. Under the terms of the acquisition, NTL will pay 60 million pounds sterling in cash and 31 million pounds sterling in a new NTL preferred stock which is redeemable for common stock or cash. Commenting on the transaction Barclay Knapp, President and Chief Executive Officer of NTL said: "This acquisition is great news for both companies. EGT's telecom network completes NTL's network in the south and east, and gives us several additional strategic connections to international cable landing sites, Heathrow and Gatwick airports, and major areas around London. Our sites business picks up significant additional reach as well. EGT's impressive performance attests to management's excellent reputation. Couple all of this with NTL's position as the leading national integrated communications company and we have a winning combination." Paul Marsh, Finance Director at Eastern Group said, "EGT is a profitable, thriving business. Telecoms is not part of Eastern's core energy business, and as such we have explored a number of options and we are confident that we have found the best solution for EGT in its sale to NTL as a going concern." * * * * * * 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 171-227-8700 or Alison Smith at 01252-402-662; or via e-mail at investor_relations@ntli.com. -----END PRIVACY-ENHANCED MESSAGE-----