-----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, O4xj81abfQ1RXlWjdBXdP+YlIuI06YCofHzLZUHqFbrnzy/5XiEnt7zF9SGzl2QT 8jB4xIEOb0i3sCvk+q/eeg== /in/edgar/work/0000950123-00-008838/0000950123-00-008838.txt : 20000928 0000950123-00-008838.hdr.sgml : 20000928 ACCESSION NUMBER: 0000950123-00-008838 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000925 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000926 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NTL COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000906347 STANDARD INDUSTRIAL CLASSIFICATION: [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: 728560 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 u42912e8-k.txt NTL COMMUNICATIONS CORP. 1 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) September 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) 2 Item 5. Other Events. - ------- ------------- On September 25, 2000, NTL Communications Corp. ("NTL") issued a press release announcing that it had launched an issue of $500,000,000 of Senior Notes due 2010 (the "Notes"). The 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. A copy of the press release is attached hereto as exhibit 99.1 and incorporated herein by reference. In connection with the offering of the Notes, NTL intends to provide investors with certain pro forma financial information relating to NTL, ConsumerCo and NTL Business Limited, attached hereto as Exhibit 99.2. Item 7. Financial Statements and Exhibits. - ------- ---------------------------------- Exhibits 99.1 Press release, issued September 25, 2000 99.2 Unaudited Pro Forma Financial Data 2 3 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: September 26, 2000 3 4 EXHIBIT INDEX ------------- Exhibit Page - ------- ---- 99.1 Press release, issued September 25, 2000 99.2 Unaudited Pro Forma Financial Data 4 EX-99.1 2 u42912ex99-1.txt PRESS RELEASE 1 Exhibit 99.1 NTL INCORPORATED ANNOUNCE NTL COMMUNICATIONS CORP. OFFERING OF $500 MILLION OF SENIOR NOTES New York, 25th September, 2000. NTL Incorporated (Nasdaq and Easdaq:NTLI) announced today that its wholly-owned subsidiary NTL Communications Corp. expected to raise up to $500 million in an offering of ten year US Dollar senior notes (the "Notes"). The Notes are expected to carry a cash-pay current coupon. Of the proceeds from the offering, approximately half will be used to reduce commitments under the NTL Communications Limited L1,300 million credit agreement, which was put in place at the time of the acquisition of the residential cable, business cable, indirect residential telephony, residential internet and digital television development and services business of Cable & Wireless Communications plc. The remainder will be used to finance construction, capital expenditure, working capital requirements and to make acquisitions of businesses and assets. The 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 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, PLEASE CONTACT: IN THE U.S.: John F. Gregg, Senior Vice President -- Chief Financial Officer Richard J. Lubasch, Executive Vice President -- General Counsel Bret Richter, Vice President -- Corporate Finance and Development Amy Minnick, Investor Relations Tel: (212) 906-8440, or via e-mail at investor_relations@ntli.com IN THE UK: Alison Kirkwood Tel: +44 1256 752 662 Malcolm Padley Tel: +44 1256 752 664 Will Robson Tel: +44 1256 752 661 EX-99.2 3 u42912ex99-2.txt UNAUDITED PRO FORMA FINANCIAL DATA 1 Exhibit 99.2 UNAUDITED PRO FORMA FINANCIAL DATA In May 2000, NTL Incorporated acquired ConsumerCo and in September 1999, NTL (Delaware), Inc. acquired NTL Business. In March 1999, we acquired Diamond Cable Communications plc. The credit agreement which partially funded the acquisition of ConsumerCo requires the outstanding share capital of ConsumerCo and NTL Business to be contributed to us by July 2001. The unaudited pro forma financial data presented gives effect to the completed acquisition of Diamond and to the proposed contributions of all of the outstanding share capital of ConsumerCo and NTL Business to us. The unaudited pro forma financial data is based on our historical financial statements and the historical financial statements of Diamond, NTL Business and ConsumerCo. The historical financial statements of Diamond, NTL Business and ConsumerCo are prepared in accordance with U.S. generally accepted accounting principles and have been translated into U.S. dollars using an exchange rate of: (1) $1.5163 to L1.00 for the balance sheet as of June 30, 2000; (2) $1.5701 to L1.00 for the statement of operations for the six-month period ended June 30, 2000 (the average exchange rate for such period); and (3) $1.6179 to L1.00 for the statement of operations for the year ended December 31, 1999 (the average exchange rate for such period). Certain amounts in these historical financial statements have been reclassified to conform to our presentation. The unaudited pro forma financial data does not give effect to the issuance of the Notes or the use of the proceeds from such issuance. When we issue the Notes, our interest expense will increase in accordance with the principal amount of the Notes being issued and the interest rate assigned to such Notes. Because we are not using the proceeds of the proposed offering to repay any of our outstanding indebtedness, we do not expect any corresponding decrease in interest expense. Following the offering, we intend to reduce the lenders' commitment under the L1,300 million credit agreement, dated May 30, 2000, among NTL Communications Limited, our wholly-owned subsidiary, and a group of banks by approximately $243.0 million (half of the net proceeds of the offering). As of June 30, 2000, no amounts have been borrowed under this credit agreement. The historical results of ConsumerCo for the year ended December 31, 1999 and for the six months ended June 30, 2000 reflect certain intercompany costs and expenses as they were prior to the separation of ConsumerCo which was completed in the second quarter of 2000. These costs and expenses do not necessarily reflect the costs and expenses that would have been incurred if DataCo (the non-ConsumerCo part of Cable & Wireless Communications plc that was retained by Cable and Wireless) and ConsumerCo were separate entities for these periods. Therefore, the historical financial statements of ConsumerCo, which are included in the unaudited pro forma financial data, are not reflective of results on a going forward basis. NTL Incorporated's immediate focus will be on the following priorities: reducing the fault rate, improving the installation experience, continuing with the digital rollout and improving the value proposition for the service bundle. These are all factors that will reduce churn and increase penetration. However, they will increase costs in the next 12 months and may impact revenue growth as well. The acquisition of Diamond has been accounted for using the purchase method of accounting, in which the assets acquired and the liabilities assumed have been recorded at their estimated fair values. The proposed contributions of all of the outstanding share capital of ConsumerCo and NTL Business have been accounted for at the historical cost of NTL Incorporated and NTL (Delaware), Inc., respectively. This is consistent with a transfer of entities under common control, and is similar to the accounting used in a "pooling of interests." NTL Incorporated and NTL (Delaware), Inc. each accounted for their respective acquisitions of ConsumerCo and NTL Business using the purchase method of accounting. Accordingly, the assets acquired and the liabilities assumed were recorded at their estimated fair values. We, as well as NTL Incorporated, are unaware of events other than those disclosed in the unaudited notes to the pro forma financial data that would require a material change to the preliminary purchase price allocation. However, a final determination of necessary purchase accounting adjustments for the ConsumerCo acquisition will be made upon the completion of a study to be undertaken to determine the fair value of certain assets and liabilities, including intangible assets. The actual financial position and results of operations will differ, perhaps significantly, from the unaudited pro forma amounts reflected because of a variety of factors, including access to additional information, changes in value not currently identified and changes in operating results between the dates of the unaudited pro forma financial data and the actual acquisition date. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2000 and for the year ended December 31, 1999 give effect to the acquisition of Diamond and the contributions 2 of all of the outstanding share capital of ConsumerCo and NTL Business as if they had been consummated on January 1, 1999. The unaudited pro forma condensed combined balance sheet at June 30, 2000 gives effect to the contributions of all of the outstanding share capital of ConsumerCo and NTL Business as if they occurred on June 30, 2000. The pro forma adjustments are based upon available information and assumptions that we believe were reasonable at the time made. The unaudited pro forma financial data does not purport to present our financial position or results of operations had the acquisition and contributions occurred on the dates specified, nor are they necessarily indicative of the financial position or results of operations that may be achieved in the future. The unaudited pro forma condensed combined statements of operations do not reflect any adjustments for cost savings that we expect to realize. The pro forma adjustments reflecting the acquisition and contributions are based upon the assumptions set forth in the notes to the pro forma financial data. No assurances can be made as to the amount of cost savings or revenue enhancements, if any, that may be realized. 3 NTL COMMUNICATIONS CORP. PRO FORMA CONDENSED COMBINED BALANCE SHEET (UNAUDITED) JUNE 30, 2000 (in millions)
NTL COMMUNICATIONS CORP. NTL BUSINESS CONSUMERCO ADJUSTMENTS PRO FORMA -------------------- ------------ ------------ ----------- --------- (HISTORICAL) (HISTORICAL) (HISTORICAL) ASSETS Current assets: Cash and cash equivalents....... $ 420.6 $ 55.0 $ 25.3 $ 500.9 Due from affiliates............. 25.9 3,537.5 -- $(3,548.8)A 14.6 Other current assets............ 405.8 37.5 256.8 700.1 --------- --------- --------- --------- --------- Total current assets.............. 852.3 3,630.0 282.1 (3,548.8) 1,215.6 Fixed assets, net................. 5,386.2 2.4 4,783.5 10,172.1 Intangible assets, net............ 2,198.1 162.0 8,771.3 11,131.4 Other assets, net................. 201.7 85.5 157.1 444.3 --------- --------- --------- --------- --------- Total assets...................... $ 8,638.3 $ 3,879.9 $13,994.0 $(3,548.8) $22,963.4 ========= ========= ========= ========= ========= LIABILITIES AND SHAREHOLDER'S EQUITY Current liabilities: Other current liabilities....... $ 998.4 $ 33.6 $ 765.6 $ 1,797.6 Due to affiliates............... 6.2 1,021.5 3,537.5 $(3,548.8)A 1,016.4 Current portion of long-term debt......................... 5.4 -- 9.6 15.0 --------- --------- --------- --------- --------- Total current liabilities......... 1,010.0 1,055.1 4,312.7 (3,548.8) 2,829.0 Long-term debt.................... 7,728.8 2,693.0 21.2 10,443.0 Deferred income taxes............. 38.9 -- 16.4 55.3 Minority interests................ -- -- 15.9 15.9 Shareholder's equity: Additional paid-in capital...... 2,872.5 169.5 9,654.0 12,696.0 Accumulated other comprehensive income (loss)................ (290.3) (2.0) 44.2 (248.1) Accumulated deficit............. (2,721.6) (35.7) (70.4) (2,827.7) --------- --------- --------- --------- --------- (139.4) 131.8 9,627.8 9,620.2 --------- --------- --------- --------- --------- Total liabilities and shareholder's equity............ $ 8,638.3 $ 3,879.9 $13,994.0 $(3,548.8) $22,963.4 ========= ========= ========= ========= =========
4 NTL COMMUNICATIONS CORP. PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS (UNAUDITED) FOR THE SIX MONTHS ENDED JUNE 30, 2000 (in millions)
NTL COMMUNICATIONS CORP. NTL BUSINESS CONSUMERCO ADJUSTMENTS PRO FORMA -------------------- ------------ ------------ ----------- --------- (HISTORICAL) (HISTORICAL) (HISTORICAL) REVENUES............................ $ 875.2 $ 64.9 $ 554.1 $ 1,494.2 COSTS AND EXPENSES Operating expenses.................. 425.8 50.6 226.5 702.9 Selling, general and administrative expenses.......................... 323.5 21.2 240.2 584.9 Other charges....................... 13.7 -- -- 13.7 Corporate expenses.................. 11.9 -- -- 11.9 Depreciation and amortization....... 454.6 7.9 280.2 $ 358.9 B 1,101.6 -------- ------- ------- ------- --------- 1,229.5 79.7 746.9 358.9 2,415.0 -------- ------- ------- ------- --------- Operating loss...................... (354.3) (14.8) (192.8) (358.9) (920.8) OTHER INCOME (EXPENSE) Interest and other income, net...... (42.7) 2.3 2.8 3.9 C (33.7) Interest expense.................... (369.6) (22.5) (134.8) (26.0)D (552.9) -------- ------- ------- ------- --------- Loss before income taxes............ (766.6) (35.0) (324.8) (381.0) (1,507.4) Income tax benefit (provision)...... 10.6 (0.1) 34.7 45.2 -------- ------- ------- ------- --------- Net (loss).......................... $ (756.0) $ (35.1) $(290.1) $(381.0) $(1,462.2) ======== ======= ======= ======= =========
5 NTL COMMUNICATIONS CORP. PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS (UNAUDITED) FOR THE YEAR ENDED DECEMBER 31, 1999 (in millions)
NTL COMMUNICATIONS CORP. DIAMOND NTL BUSINESS CONSUMERCO ADJUSTMENTS PRO FORMA -------------------- ------------ ------------ ------------ ----------- --------- (HISTORICAL) (HISTORICAL) (HISTORICAL) (HISTORICAL) REVENUES................... $1,477.9 $ 28.8 $ 184.5 $1,122.5 $ 2,813.7 COSTS AND EXPENSES Operating expenses......... 704.7 10.0 148.4 424.1 1,287.2 Selling, general and administrative expenses................. 561.8 12.4 31.4 459.4 1,065.0 Franchise fees............. 16.5 -- -- -- 16.5 Corporate expenses......... 25.3 -- -- -- 25.3 Non-recurring charges...... 16.2 13.9 -- -- $ (13.9) 16.2 Depreciation and amortization............. 762.9 15.0 5.3 389.5 905.2 B 2,077.9 -------- ------- ------- -------- ------- --------- 2,087.4 51.3 185.1 1,273.0 891.3 4,488.1 -------- ------- ------- -------- ------- --------- Operating loss............. (609.5) (22.5) (0.6) (150.5) (891.3) (1,674.4) OTHER INCOME (EXPENSE) Interest and other income, net...................... 545.6 (38.4) (1.0) 9.7 7.8 C 523.7 Interest expense........... (678.0) (25.6) (2.1) (294.5) (63.3)D (1,063.5) -------- ------- ------- -------- ------- --------- Loss before income taxes and extraordinary item... (741.9) (86.5) (3.7) (435.3) (946.8) (2,214.2) Income tax benefit (provision).............. 30.0 -- 0.3 -- 30.3 -------- ------- ------- -------- ------- --------- Loss before extraordinary item..................... $ (711.9) $ (86.5) $ (3.4) $ (435.3) $(946.8) $(2,183.9) ======== ======= ======= ======== ======= =========
6 NTL COMMUNICATIONS CORP. NOTES TO THE PRO FORMA FINANCIAL DATA (in millions)
NTL COMMUNICATIONS CORP. NTL BUSINESS CONSUMERCO TOTAL -------------------- ------------ ---------- --------- A. ELIMINATION OF INTERCOMPANY BALANCES: June 30, 2000 Affiliate receivable........................ $11.3 $3,537.5 $ -- $ 3,548.8 Affiliate payable........................... -- (11.3) (3,537.5) (3,548.8) ----- -------- --------- --------- $11.3 $3,526.2 $(3,537.5) $ -- ===== ======== ========= =========
DIAMOND NTL BUSINESS CONSUMERCO -------------------- ------------ ---------- B. DEPRECIATION AND AMORTIZATION: For the year ended December 31, 1999 Fixed assets (15 years)..................... $ 1.0 $ -- $ -- Intangibles (10 and 15 years)............... 26.0 11.7 873.4 Historical amortization..................... (2.0) (4.9) -- ----- -------- --------- $25.0 $ 6.8 $ 873.4 ===== ======== ========= For the six months ended June 30, 2000 Fixed assets (15 years)..................... $ -- Intangibles (10 years)...................... 358.9 Historical amortization..................... -- --------- $ 358.9 =========
C. INTEREST INCOME (USING 4.867%): For the year ended December 31, 1999 Reduction of interest income on cash on hand used..................................... $ (4.0) Interest income on excess cash from bank financing................................ 11.8 --------- $ 7.8 ========= For the six months ended June 30, 2000 Reduction of interest income on cash on hand used..................................... $ (2.0) Interest income on excess cash from bank financing................................ 5.9 --------- $ 3.9 =========
D. INTEREST EXPENSE: For the year ended December 31, 1999 Reduction of interest expense for debt not assumed.................................. $ 228.6 Interest on bank financing at 8.21%......... (291.9) --------- $ (63.3) ========= For the six months ended June 30, 2000 Reduction of interest expense for debt not assumed.................................. $ 93.9 Interest on bank financing at 8.21%......... (119.9) --------- $ (26.0) =========
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