-----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, VeZWMYUHpFQzxMFKl2BvkAruHcrGnOniS8TXtxGapZZibQGy6xMeMjiWjorNRe2L 5YcBK0RYvGv+Nf/kmkIqRA== 0000906347-00-000002.txt : 20000203 0000906347-00-000002.hdr.sgml : 20000203 ACCESSION NUMBER: 0000906347-00-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000125 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000125 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: 512883 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 FORM 8-K - 1/25/2000 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) January 25, 2000 ------------------- 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 January 25, 2000, Aston Villa PLC and NTL Incorporated, through its wholly owned subsidiary Premium TV Limited ("Premium TV"), announced that they have entered into a Media Partnership. For an initial five year period Premium TV will act as exclusive agent in relation to Aston Villa's media and certain other commercial rights and will have the exclusive right to run any Aston Villa television channel and web-site and internet related activities. Premium TV will provide Aston Villa with an interest free loan facility of up to 26 million pounds sterling, repayable after five years by the issue of ordinary shares in the Company. Item 7. Financial Statements and Exhibits. - ------- ---------------------------------- Exhibits 99.1 Press release, issued January 25, 2000 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: Executive Vice President- General Counsel Dated: January 25, 2000 EXHIBIT INDEX ------------- Exhibit Page - ------- ---- 99.1 Press release, issued January 25, 2000 EX-99 2 PRESS RELEASE, DATED JANUARY 25, 2000 EXHIBIT 99.1 FOR IMMEDIATE RELEASE NTL AND ASTON VILLA ANNOUNCE MEDIA PARTNERSHIP New York, New York (January 25, 2000) - Aston Villa PLC and NTL Incorporated ("NTL") (NASDAQ: NTLI; EASDAQ: NTLI), operated through its wholly owned subsidiary Premium TV Limited ("Premium TV"), announced today that they have entered into a Media Partnership. For an initial five year period Premium TV will act as exclusive agent in relation to Aston Villa's media and certain other commercial rights and will have the exclusive right to run any Aston Villa television channel and web-site and internet related activities. The agreement does not cover rights required to be negotiated collectively by the FA Premier League. Through Premium TV, NTL will also become Aston Villa's main sponsor for a period of two years from the start of the 2000/2001 season. Premium TV will provide Aston Villa with an interest free loan facility of up to 26 million pounds sterling, repayable after five years by the issue of ordinary shares in the Company. The shares issued to Premium TV will be equal to a maximum 9.99 per cent of Aston Villa's enlarged issued share capital, which represents an equivalent issue price of 20.44 pence per share. The Media Partnership and Loan Agreement offer Aston Villa the following key benefits: access to Premium TV's expertise in the expansion and development of media rights and the Aston Villa brand; a minimum of 70 per cent of the net incremental revenues generated as a result of the Media Partnership; and an interest free cash injection of up to 26 million pounds sterling. The Media Partnership is subject to approval by Aston Villa shareholders of a Special Resolution to be proposed at an Extraordinary General Meeting of the Company. Commenting on today's announcement, Doug Ellis, Chairman of Aston Villa PLC, said: "I am delighted at the prospects for our new alliance with NTL, another example of the progress that Aston Villa has made since flotation. It also highlights the Board's determination to deliver value to both supporters and shareholders. Funds raised from this alliance mean that we can implement plans for the extension of the Villa Park stadium and the new 150 room hotel without delay." Barclay Knapp, Chief Executive Officer, NTL said today: "This strategic alliance is good news for shareholders, the club and Villa fans. NTL and Aston Villa will combine their strengths to get the best return for the club from sponsorship, advertising and media rights. This is also about harnessing all media opportunities including e-commerce and the internet, which is going to be an increasingly important medium in football. NTL has invested in Aston Villa because it is one of the UK's most watched and followed football teams and is in line with our intention to be closely involved with British football. We look forward to a long and rewarding association." - Ends - For more information Aston Villa PLC Premium TV Doug Ellis, Chairman Alison Smith, 01256 752662 Mark Ansell, Finance Director Paula Averley, 01256 751570 0171 466 5000 (on 26/01/00 only) Buchanan Hill & Knowlton Mark Edwards, 0171 466 5000 Edward Bickham, 0171-4133050 Dominic Shales, 0171-4133142 More on Premium TV and NTL Premium TV is a wholly owned subsidiary of NTL, one of the largest broadband telecommunications providers in the UK and Ireland. The company offers local business and residential telephony, cable television and internet services over local broadband networks to approximately 25 per cent. of the cable households in Great Britain. In addition, NTL is the largest cable operator in the Republic of Ireland and also has cable franchises in France. Through its national telecommunications division, the company offers national business telecommunications, national and international carrier services and satellite and radio communications services. In addition, NTL provides broadcast transmission services in the UK and Australia. NTL is listed on Nasdaq and EASDAQ. In the financial quarter to 30 September 1999, NTL generated annualized EBITDA (before corporate overhead and franchise fees) of US$260 million on annualized group revenues of US$1.7 billion. Based on the closing price of NTL's ordinary shares on Nasdaq on 21 January 1999, NTL's fully diluted share capital was valued at approximately US$23 billion. On 16 December 1998, Premium TV acquired 9,000,000 shares, representing 6.28 per cent. of the issued ordinary share capital of Newcastle United from CHD at a price of 111.7p per share. -----END PRIVACY-ENHANCED MESSAGE-----