-----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, Cz4M9oe7Dr6oxKFQv/1ha3RplTLsM2rYYrUmwXw8GULMSrLjvMfQ+PZDbMS40Mkw gzSZYSigd7hcHR22miRoqA== 0000950123-01-000429.txt : 20010123 0000950123-01-000429.hdr.sgml : 20010123 ACCESSION NUMBER: 0000950123-01-000429 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010117 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010119 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: 1511376 BUSINESS ADDRESS: STREET 1: 110 E 59TH ST STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-906-8440 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 u43673e8-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) January 17, 2001 -------------------------------- 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 January 17, 2001, NTL Communications Corp. issued a press release announcing that it had priced an issue of E200,000,000 of Senior Notes due 2008 (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. Item 7. Financial Statements and Exhibits. - ------- ---------------------------------- Exhibits 99.1 Press release, issued January 17, 2001 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: January 19, 2001 3 4 EXHIBIT INDEX ------------- Exhibit Page - ------- ---- 99.1 Press release, issued January 17, 2001 4 EX-99.1 2 u43673ex99-1.txt PRESS RELEASE 1 Exhibit 99.1 NTL INCORPORATED ANNOUNCES NTL COMMUNICATIONS CORP. PRICING OF EURO 200 MILLION OF SENIOR NOTES NEW YORK, Jan. 17/PRNewswire/ -- NTL Incorporated (NYSE: NLI - news; Easdaq: NTLI) announced today that its wholly-owned subsidiary NTL Communications Corp. has priced an offering of euro 200 million aggregate principal amount of senior Euro notes (the "Notes"). The Notes will pay cash interest semi-annually at the rate of 12-3/8% per annum and will mature in 2008. The Notes were priced at par raising euro 200 million in gross proceeds to the Company. Following the offering, the lenders' commitments under the NTL Communications Limited Pounds Sterling 1,300 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 will be reduced by approximately half of the proceeds of the offering. The remainder will be used to finance construction, capital expenditure, working capital requirements and for general corporate purposes. 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 -----END PRIVACY-ENHANCED MESSAGE-----