-----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, FyUwrawt8nAo0bfUwwNu0wEC5DkZ+RZF8Msr8aEaVK5/ny/ljchorAQeC5mQJL3M 2Zb16koCZIAqHpUnICDyhQ== 0000950172-99-001244.txt : 19990920 0000950172-99-001244.hdr.sgml : 19990920 ACCESSION NUMBER: 0000950172-99-001244 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990819 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990917 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: 99713060 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 - 8/19/1999 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) AUGUST 19, 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. - ------- ------------- (A) On August 19, 1999, NTL Incorporated ("NTL") agreed to acquire 100% of Workplace Technologies plc ("Workplace"), one of the UK's leading data network service integrators, for 228p per share and a total consideration of approximately 81 million pounds sterling (approximately $129 million) in cash. Workplace shareholders can elect to receive loan notes for their shares in lieu of cash. NTL also assumed approximately 20 million pounds sterling (approximately $32 million) of Workplace net debt. (B) On August 25, 1999 NTL announced that Telewest Communications PLC exercised its right to purchase all of NTL's shares of Cable London PLC and all of NTL's related rights and interests for the purchase price of approximately 428 million pounds sterling (approximately $685 million) in cash. The purchase price implies a total enterprise value for Cable London of approximately 1 billion pounds sterling (approximately $1.6 billion). Item 7. Financial Statements and Exhibits. - ------- ---------------------------------- Exhibits 99.1 Press release, issued August 19, 1999 99.2 Press release, issued August 25, 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: Executive Vice President- General Counsel Dated: September 17, 1999 EXHIBIT INDEX ------------- Exhibit Page - ------- ---- 99.1 Press Release issued, August 19, 1999 99.2 Press Release issued, August 25, 1999 EX-99 2 PRESS RELEASE, DATED AUGUST 19, 1999 Exhibit 99.1 NTL Announces Offer to Acquire Workplace Technologies plc Combining Workplace's Capabilities with NTL's State of the Art Broadband Network NEW YORK, NEW YORK (August 19, 1999) - NTL Incorporated ("NTL") (NASDAQ: NTLI; EASDAQ; NTLI.ED) has agreed today to acquire 100% of Workplace Technologies plc ("Workplace"), one of the UK's leading data network service integrators, for 228p per share and a total consideration of approximately 81 million pounds sterling(approximately $129 million) in cash. Workplace shareholders can elect to receive loan notes for their shares in lieu of cash. NTL will also assume approximately 20 million pounds sterling(approximately $32 million) of Workplace net debt. Workplace's services range from the design and installation of data, voice and video networks through to remote monitoring and support of these networks. Workplace currently employs around 500 persons in the UK, with nearly half employed in technical support and project management. Workplace has demonstrated strong data networking leadership in the UK with an impressive client list of public institutions and private companies. The combination of network carrier capability, ISP experience, and the market presence of NTL, together with the network design, implementation, and support skills of Workplace will enable the combined business to offer a unique and comprehensive service to corporate customers throughout the UK and Ireland. ******** The offer for Workplace is not being made, directly or indirectly, in or into, or by use of the mails of, or by means or instrumentality of interstate or foreign commerce of, or any facility of a national securities exchange of the United States. The loan notes have not been, and will not be, registered under the United States Securities Act of 1933, or under the securities law of any jurisdiction of the United States. Accordingly, the loan notes may not be offered, sold, resold, or delivered, directly or indirectly, into the United States, or for the benefit or account of, U.S. persons (as defined in Regulation S under the Securities Act of 1933) Page 1 of 2 ******** For further information contact: Bret Richter, Director - Corporate Development; Richard J. Lubasch, Executive Vice President - General Counsel; or Kathy Makrakis, Director - Investor Relations: (212)-906-8457, e-mail: investor-relations@NTLi.com. In the United Kingdom contact: Aizad Hussain, Director - Corporate Development: 011-44-171-909-2005; Alison Smith, Head of Group Communications: 011-44-1252-402662, e-mail: alison.smith@NTL.com Page 2 of 2 EX-99 3 PRESS RELEASE, DATED AUGUST 25, 1999 Exhibit 99.2 FOR IMMEDIATE RELEASE NTL INCORPORATED ANNOUNCES THE SALE OF ITS 50% INTEREST IN CABLE LONDON PLC New York, New York (August 25, 1999) - NTL Incorporated (NASDAQ; NTLI; EASDAQ; NTLI.ED) announced today that Telewest Communications PLC has exercised its right to purchase all of NTL's shares of Cable London PLC and all of NTL's related rights and interests for the purchase price of approximately 428 million pounds sterling (approximately $685 million) in cash. The purchase price implies a total enterprise value for Cable London of approximately 1 billion pounds sterling(approximately $1.6 billion). The purchase price was set by NTL pursuant to the provisions of a buy/sell agreement between the parties, as the price at which NTL would be willing either to purchase all of Telewest's interests in Cable London or sell all of its interests in Cable London. The closing of the sale of NTL's interest in Cable London is expected to take place within the next 90 days. ***** For further information contact: In the U.S.: Michael A. Peterson, Director - Corporate Development; Bret Richter, Director - Corporate Development, Lauren H. Blair, Assistant General Counsel, or Kathy Makrakis, Director - Investor Relations 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-----