-----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, OrODoB9EWzoOsMQTwDITcpyoGAB1F7I/FEi9qFYUR6bN+1edkFtjDGfRDaCAHJjc ELjlJi88LPYfJ2kTFIwl1Q== 0000950172-99-001683.txt : 19991125 0000950172-99-001683.hdr.sgml : 19991125 ACCESSION NUMBER: 0000950172-99-001683 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991123 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991124 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: 99764518 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 - 11/23/1999 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) NOVEMBER 23, 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 November 23, 1999, NTL Incorporated ("NTL"), the parent entity of NTL Communications Corp. (the "Company"), announced that it had completed the previously announced sale (through NTL (Triangle) LLC, a wholly-owned subsidiary of the Company) of its 50% interest in Cable London plc to Telewest Communications plc for 428 million pounds sterling (approximately $695 million) in cash. The purchase price implies an enterprise value for 100% of Cable London of approximately 1 billion pounds sterling (approximately $1.6 billion). The total Cable London franchise consists of approximately 440,000 homes. The sale is pursuant to the provisions of a buy/sell agreement between the parties related to NTL's purchase in 1998 of Comcast UK Cable Partners Limited. B. On November 24, 1999, the Company, announced that it had consummated a concurrent offering of Euro Senior Notes Due 2006 (the "2006 Notes"), Euro Senior Notes Due 2009 (the "2009 Notes") and Euro Deferred Coupon Notes Due 2009, (the "Deferred Notes", collectively, the "Notes"). The Company raised approximately Euro 250 million of gross proceeds from the offering of 2006 Notes, Euro 350 million of gross proceeds from the offering of 2009 Notes and approximately Euro 120 million of gross proceeds from the offering of Deferred Notes. The 2006 Notes were issued in an aggregate principal amount of Euro 250 million and will pay cash interest semi-annually at the rate of 9.25% per annum. The 2009 Notes were issued in an aggregate principal amount of Euro 350 million and will pay cash interest semi-annually at the rate of 9.875% per annum. The Deferred Notes were issued at 57.333% of their aggregate principal amount at maturity of Euro 210 million. The issue price of the Deferred Notes represents a yield to maturity of 11.50%. The Deferred Notes will accrete until November 15, 2004 and then pay cash interest semi-annually at the rate of 11.50% per annum, commencing May 15, 2005. The proceeds of the offering were used to repay, in its entirety, the bridge facility entered into to finance the acquisition of Cablelink Limited. Item 7. Financial Statements and Exhibits. - ------- ---------------------------------- Exhibits 99.1 Press release, issued November 23, 1999 99.2 Press release, issued November 24, 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: November 24, 1999 EXHIBIT INDEX ------------- Exhibit Page - ------- ---- 99.1 Press release, issued November 23, 1999 99.2 Press release, issued November 24, 1999 EX-99 2 PRESS RELEASE, DATED NOVEMBER 23, 1999 EXHIBIT 99.1 FOR IMMEDIATE RELEASE NTL INCORPORATED COMPLETES SALE OF ITS 50% INTEREST IN CABLE LONDON PLC New York, New York (November 23, 1999) - NTL Incorporated (NASDAQ: NTLI; EASDAQ: NTLI.ED) announced today that it had completed the previously announced sale (through a wholly-owned subsidiary) of its 50% interest in Cable London plc to Telewest Communications plc for 428 million pounds sterling (approximately $695 million) in cash. The purchase price implies an enterprise value for 100% of Cable London of approximately 1 billion pounds sterling(approximately $1.6 billion). The total Cable London franchise consists of approximately 440,000 homes. The sale is pursuant to the provisions of a buy/sell agreement between the parties related to NTL's purchase in 1998 of Comcast UK Cable Partners Limited. ***** For further information contact: John F. Gregg, Senior Vice President-Chief Financial Officer; Bret Richter, Director-Corporate Development; Richard J. Lubasch, Executive Vice President-General Counsel; or Kathy Makrakis, Director - Investor Relations, at (212) 906-8440; or e-mail: investor-relations@ntli.com EX-99 3 PRESS RELEASE, DATED NOVEMBER 24, 1999 EXHIBIT 99.2 FOR IMMEDIATE RELEASE NTL INCORPORATED COMPLETES OFFERING BY ITS SUBSIDIARY NTL COMMUNICATIONS CORP. New York, New York; (November 24, 1999) NTL Communications Corp., a subsidiary of NTL Incorporated (NASDAQ: NTLI; EASDAQ: NTLI.ED) announced that it has consummated a concurrent offering of Euro Senior Notes Due 2006 (the "2006 Notes"), Euro Senior Notes Due 2009 (the "2009 Notes") and Euro Deferred Coupon Notes Due 2009, (the "Deferred Notes", collectively, the "Notes"). The Company raised approximately Euro 250 million of gross proceeds from the offering of 2006 Notes, Euro 350 million of gross proceeds from the offering of 2009 Notes and approximately Euro 120 million of gross proceeds from the offering of Deferred Notes. The 2006 Notes will be issued in an aggregate principal amount of Euro 250 million and will pay cash interest semi-annually at the rate of 9.25% per annum. The 2009 Notes will be issued in an aggregate principal amount of Euro 350 million and will pay cash interest semi-annually at the rate of 9.875% per annum. The Deferred Notes will be issued at 57.333% of their aggregate principal amount at maturity of Euro 210 million. The issue price of the Deferred Notes represents a yield to maturity of 11.50%. The Deferred Notes will accrete until November 15, 2004 and then pay cash interest semi-annually at the rate of 11.50% per annum, commencing May 15, 2005. The proceeds of the offering will be used to repay the bridge facility entered into to finance the acquisition of Cablelink Limited. 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 US: John F. Gregg, Senior Vice President--Chief Financial Officer; Michael A. Peterson, Director-Corporate Development; Bret Richter, Director-Corporate Development; Richard J. Lubasch, Executive Vice President-General Counsel; or Kathy Makrakis, Director - Investor Relations: at (212) 906-8440; in the UK: Aizad Hussain, Director-Corporate Development at 44 171 909 2000 or e-mail: investor-relations@ntli.com -----END PRIVACY-ENHANCED MESSAGE-----