-----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, G+1z1ia3f3PH40yG4ahhNFOAV042qoKzYwPRWcGE7LG/55RPMH0vSSkaJRF2tPkL mOjk7Z3O0Aq7WRDQBxuRRQ== 0000906347-99-000024.txt : 19990413 0000906347-99-000024.hdr.sgml : 19990413 ACCESSION NUMBER: 0000906347-99-000024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990408 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NTL COMMUNICATIONS CORP 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: 99591600 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: NTL INC /DE/ DATE OF NAME CHANGE: 19970326 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL CABLETEL INC DATE OF NAME CHANGE: 19930601 8-K 1 NTL COMMUNICATIONS - FORM 8-K - APRIL 8, 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) APRIL 8, 1999 ------------- NTL COMMUNICATIONS CORP. - -------------------------------------------------------------------------------- (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 April 8, 1999, NTL Incorporated (Nasdaq: NTLI; Easdaq: NTLI.ED) announced that its subsidiary, NTL Communications Corp., had priced an issue of 330 million pounds sterling of 9-3/4% Senior Deferred Coupon Notes due 2009. The closing of the sale of the Notes is expected to occur on or about April 14, 1999. The Company intends to raise approximately 204.963 million pounds sterling of gross proceeds from the offering of the Notes. The Senior Deferred Coupon Notes will 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. 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 April 8, 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 COMMUNICATIONS CORP. (Registrant) By: /s/ Richard J. Lubasch -------------------------------------- Name: Richard J. Lubasch Title: Senior Vice President- General Counsel Dated: April 12, 1999 EXHIBIT INDEX Exhibit Page 99 Press release, issued April 8, 1999 EX-99 2 PRESS RELEASE For Immediate Release PRESS RELEASE NTL INCORPORATED ANNOUNCES PRIVATE PLACEMENT OF SENIOR DEFERRED COUPON NOTES New York, New York (April 8, 1999) - NTL Incorporated (Nasdaq: NTLI; Easdaq: NTLI.ED) announced that its subsidiary, NTL Communications Corp., had priced an issue of 330 million pounds sterling of 9-3/4% Senior Deferred Coupon Notes due 2009. The closing of the sale of the Notes is expected to occur on or about April 14, 1999. The Company intends to raise approximately 204.963 million pounds sterling of gross proceeds from the offering of the Notes. The Senior Deferred Coupon Notes will 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 Senior Deferred Coupon Notes will be 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 further information contact: John F. Gregg, Managing Director - Corporate Finance & Development; Michael A. Peterson, Director - Corporate Development; Bret Richter, Director - Corporate Development; or Richard J. Lubasch, Senior Vice President - General Counsel, at (212) 906-8440; in the UK: Alison Smith at 01252 402662; or via e-mail at investor_relations@ntli.com. -----END PRIVACY-ENHANCED MESSAGE-----