-----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, C5p8d1aN3PZRJ7xYEAH00DNL/4MosR0R7AqWmynxUYJDNGtFrBf4wpqdR8cMPsXf swEb1nmDLmC5hep+FshAJw== 0000906347-99-000020.txt : 19990325 0000906347-99-000020.hdr.sgml : 19990325 ACCESSION NUMBER: 0000906347-99-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990318 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990323 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: 99570506 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 - MARCH 18, 1999 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) MARCH 18, 1999 -------------- 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 March 18, 1999, NTL Incorporated (NASDAQ: NTLI; EASDAQ: NTLI.ED) announced that the Commonwealth of Australia had accepted NTL's bid to own and operate the Australian National Transmission Network ("NTN"). NTN operates from over 560 tower sites and provides exclusive television and radio transmission services to Australia's only national TV and radio broadcasters, ABC and SBS. In addition, NTN serves regional and community TV and radio broadcasters, and provides equipment hosting services to telecom operators and emergency service communications providers on its towers. NTN's customers include Telstra, WIN Television, Prime Television, Vodafone and Air Services Australia. NTN holds long term contractual relationships with the majority of its customers. Under the terms of the acquisition agreement, NTL Australia will purchase all of the shares of National Transmission Company (the entity which will hold all of the NTN assets) for an aggregate purchase price of approximately $650 million Australian ($407 million U.S.). The closing is expected to occur early in the second quarter of 1999. Commenting on today's announcement, Barclay Knapp, President and CEO of NTL, said "This acquisition marks the beginning of a bright new era for our broadcast transmission and tower business worldwide. NTL combines the best of two exciting businesses in this space. The first is traditional tower site leasing, which has gained substantial visibility in the US in recent months. NTL's network of more than 1,300 sites in the UK provides virtually total geographic coverage of the UK. Likewise, NTN's 560 sites in Australia will give NTL a similar footprint of the population centers in that country. NTL also announced that its board had approved the pursuit of alternative corporate financial strategies with regard to its broadcasting and tower related opportunities. These strategies are intended to provide the division with more flexibility to pursue future opportunities and to illuminate the value of those assets, while leaving the cash flow from its UK operations within NTL. A copy of the press release is attached hereto as an exhibit and incorporated herein by reference. Item 7. Financial Statements and Exhibits - ------ --------------------------------- Exhibits 99 Press release, issued March 18, 1999 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: March 22, 1999 EXHIBIT INDEX ------------- Exhibit Page 99 Press release, issued March 18, 1999 EX-99 2 PRESS RELEASE For Immediate Release NTL TO ACQUIRE AUSTRALIAN TRANSMISSION NETWORK ANNOUNCES FORMATION OF HOLDING COMPANY TO PURSUE INTERNATIONAL OPPORTUNITIES New York, New York (March 18, 1999) - NTL Incorporated (NASDAQ: NTLI; EASDAQ: NTLI.ED) announced today that the Commonwealth of Australia had accepted NTL's bid to own and operate the Australian National Transmission Network ("NTN"). NTN operates from over 560 tower sites and provides exclusive television and radio transmission services to Australia's only national TV and radio broadcasters, ABC and SBS. In addition, NTN serves regional and community TV and radio broadcasters, and provides equipment hosting services to telecom operators and emergency service communications providers on its towers. NTN's customers include Telstra, WIN Television, Prime Television, Vodafone and Air Services Australia. NTN holds long term contractual relationships with the majority of its customers. Under the terms of the acquisition agreement, NTL Australia will purchase all of the shares of National Transmission Company (the entity which will hold all of the NTN assets) for an aggregate purchase price of approximately $650 million Australian ($407 million U.S.). The closing is expected to occur early in the second quarter of 1999. Commenting on today's announcement, Barclay Knapp, President and CEO of NTL, said "This acquisition marks the beginning of a bright new era for our broadcast transmission and tower business worldwide. NTL combines the best of two exciting businesses in this space. The first is traditional tower site leasing, which has gained substantial visibility in the US in recent months. NTL's network of more than 1,300 sites in the UK provides virtually total geographic coverage of the UK. Likewise, NTN's 560 sites in Australia will give NTL a similar footprint of the population centers in that country. "The second business, which is less well understood in the U.S., represents an enormous opportunity worldwide that NTL is now leading. In addition to renting antenna space on its towers, NTL provides full turn-key transmission services for three-fourths of the television broadcasters in the UK, and now with the acquisition of NTN, for all of the national television broadcasters in Australia. NTL and NTN are responsible for virtually all aspects of the television transmission to the television set, under long term, high-value added contracts. Under these contracts, both NTL and NTN own and operate the broadcast transmission infrastructure for their respective customers. NTL Incorporated March 18, 1999 Page 2 "With NTN, NTL will be the only company in the world fully responsible for national television transmission in two countries. Virtually every major country in the world outside of the U.S. will be privatizing their broadcast transmission networks over the next several years as countries seek to gain funds for the transition from analog to digital television transmission. As the only company which will be performing these services in two of the most forward thinking developed countries, and with a history of operating broadcasting services for over forty years, NTL today has gained a significant leg up as these privatizations accelerate in Europe, Asia and elsewhere around the globe. "NTL is uniquely positioned to capitalize on the two major trends that will shape global broadcasting in the coming years: privatization and digitalization. NTL is the acknowledged leader in delivering end-to-end digital television transmission systems. For some time, we have focused on creating partnerships with major broadcasters to design, build and operate complex digital television broadcast systems. Our strategy is simple - to transfer our success in the UK to other countries. "The NTL transmission group has translated its capabilities into significant revenue and EBITDA growth since its privatization in 1991. In addition, since our acquisition of the group in May 1996, we have doubled the size of our UK tower inventory to more than 1,300 towers. NTN offers us the opportunity to recreate this successful model in Australia and we plan this to be the first of many international opportunities for NTL." In a related transaction, NTL announced that on or about March 31, 1999 and prior to the closing of the acquisition of NTN, NTL will form a holding company under the Delaware Corporation Law which will be the new publicly traded company of the NTL Group of companies. Each share of NTL will be converted into a share in the new holding company which will continue to trade on NASDAQ and EASDAQ. NTL will become a wholly-owned subsidiary of the new holding company. Through other subsidiaries, the new holding company will pursue opportunities outside the United Kingdom and the Republic of Ireland; the first such investment will be NTN. NTL also announced that its board had approved the pursuit of alternative corporate financial strategies with regard to its broadcasting and tower related opportunities. These strategies are intended to provide the division with more flexibility to pursue future opportunities and to illuminate the value of those assets, while leaving the cash flow from its UK operations within NTL. NTL is a leading alternative telecommunications company in the United Kingdom. The company offers local business and residential telephony, residential cable television and Internet services over advanced broadband fiber networks in six major franchise areas in the UK. Through its national telecoms services division, 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 NTL Incorporated March 18, 1999 Page 3 radio communications services. The company's broadcast services division operates a national broadcast transmission network of more than 1,300 owned and shared transmission sites, and offers digital and analog broadcast transmission services to major television and radio stations nationwide in the UK. ******* The Company will hold a conference call to discuss this announcement on Friday, March 19, 1999 at 11:00 a.m. Eastern Time. Investors who wish to participate in the conference call should register in advance at (212) 986-6667. A replay of the call will also be available. For further information contact: In the U.S.: John F. Gregg, Managing Director - Corporate Development; Bret Richter, Director - Corporate Development, Richard J. Lubasch, Senior Vice President - General Counsel or Kathy Makrakis, Director - - Investor Relations at (212) 906-8457; in the UK: Alison Smith at 01252-402-662; or via e-mail at investor_relations@ntli.com. -----END PRIVACY-ENHANCED MESSAGE-----