-----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, MfRrIXyU867uNcV+h9v2AoT0lP86QRXdlcEixAF9sFQz1Z3KMfIdioC6zvJsPJqn dUp7gzZoI8X5RipUxuTIEQ== 0001104659-06-002431.txt : 20060117 0001104659-06-002431.hdr.sgml : 20060116 20060117155257 ACCESSION NUMBER: 0001104659-06-002431 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060117 DATE AS OF CHANGE: 20060117 EFFECTIVENESS DATE: 20060117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NTL INC CENTRAL INDEX KEY: 0000906347 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 521822078 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22616 FILM NUMBER: 06533019 BUSINESS ADDRESS: STREET 1: 909 THIRD AVENUE STREET 2: SUITE 2863 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-906-8440 MAIL ADDRESS: STREET 1: 909 THIRD AVENUE STREET 2: SUITE 2863 CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: NTL COMMUNICATIONS CORP DATE OF NAME CHANGE: 19990401 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 DEFA14A 1 a06-2711_1defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

 

Filed by the Registrant  ý

 

Filed by a Party other than the Registrant  o

 

Check the appropriate box:

o

Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

Definitive Proxy Statement

o

Definitive Additional Materials

ý

Soliciting Material Pursuant to §240.14a-12

 

NTL INCORPORATED

(Name of Registrant as Specified In Its Charter)

 

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

ý

No fee required.

o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:

 

 

 

 

(2)

Aggregate number of securities to which transaction applies:

 

 

 

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

(4)

Proposed maximum aggregate value of transaction:

 

 

 

 

(5)

Total fee paid:

 

 

 

o

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

Amount Previously Paid:

 

 

 

 

(2)

Form, Schedule or Registration Statement No.:

 

 

 

 

(3)

Filing Party:

 

 

 

 

(4)

Date Filed:

 

 

 

 

 

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 


 

 

 

Filed by NTL Incorporated
Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934

 

Email to all associates from Simon Duffy

 

E-mail subject header: update on discussions about potential offer for Virgin Mobile

 

Dear everyone,

 

I’m writing to update you on the discussions we are having with Virgin Mobile about a potential offer to buy the Virgin Mobile business.

 

We have confirmed today that we are still in discussions with Virgin Mobile about a potential offer, and have released details of the alternatives that would be available to Virgin Mobile shareholders and certain pre-conditions that would apply if this potential offer is made.

 

We are still in discussions about both these areas and have not reached any agreements at this stage.  There are strict regulations governing what we can communicate, but we will keep you updated with the facts when we have information that we can share.

 

In the meantime, it’s business as usual for all of us and for our customers.  We’re continuing with the proposed merger with Telewest.  You don’t need to do anything differently because of this announcement.

 

Best regards

 

Simon

 

QUESTIONS AND ANSWERS FOR ASSOCIATES

 

What does this announcement mean?

The announcement is confirming that we are in discussions with Virgin Mobile about a potential offer to buy Virgin Mobile. It also outlines the key financial aspects and certain legal pre-conditions that would apply if this potential offer is made.  We are still in discussions and nothing has been agreed.

 

Because Virgin Mobile is listed on the UK stock exchange and subject to the UK Takeover Code, there are very strict regulations about communication.   In light of the press speculation this weekend, it was appropriate to make a formal announcement to the financial markets confirming our discussions.

 

INFORMATION TO HELP ANSWER QUESTIONS FROM CUSTOMERS

 

There has been more media coverage about Virgin Mobile. What’s happening?

We’ve confirmed that we are still in discussions with Virgin Mobile about a potential offer to buy Virgin Mobile.

 

Is ntl buying Virgin Mobile?

We’re in discussions with them about a potential offer to buy Virgin Mobile but we haven’t actually made an offer.

 

What does that mean for me?

There’s no change. It’s business as usual at ntl.  Your products, prices and contract terms remain unaffected.

 


 

Can I buy Virgin Mobile products from you now?

No. Our discussions with Virgin Mobile are at an early stage and nothing has been agreed.

 

Do not attempt to answer any other questions you may receive.  There are very strict regulations governing what can be said.  The consequences of contravening these regulations can be extremely serious both for the company and the person concerned.

 

If you receive any enquiries that may be from the press, you must not comment.  You should refer any journalists to Justine Smith in the ntl press office.

 

 

Further Information on the Potential Offer

 

The availability of the potential offer to Virgin Mobile Shareholders who are not resident in the United Kingdom or the United States may be affected by the laws of relevant jurisdictions.  Virgin Mobile Shareholders who are not resident in the United Kingdom or the United States will need to inform themselves about and observe any applicable requirements.

 

This communication does not constitute an offer or invitation to purchase any securities or a solicitation of an offer to buy any securities, pursuant to the offer or otherwise.

 

Any securities that might be offered pursuant to the potential offer described in this communication have not been registered under the applicable securities laws of Australia, Canada or Japan.  Accordingly, any such securities may not be offered, sold or delivered, directly or indirectly, in or into Australia, Canada or Japan except pursuant to exemptions from applicable requirements of such jurisdictions.

 

The potential offer will be subject to the applicable rules and regulations of the UK Listing Authority, the London Stock Exchange and the City Code.  In addition, the potential offer will be subject to the applicable requirements of the United States federal and state securities laws and the applicable rules and regulations of NASDAQ (except to the extent exempt from such requirements).

 

Virgin Mobile Holdings (UK) plc shareholders should read any prospectus that may be filed with the U.S. Securities and Exchange Commission (the “SEC”), because any such prospectus will contain important information about any potential transaction.  Investors may obtain a free copy of any prospectus, if and when it becomes available, and other documents filed by ntl Incorporated with the SEC, at the SEC’s website at http//www.sec.gov.  Free copies of any prospectus, if and when it becomes available, may be obtained by directing a request to NTL Incorporated, 9098 Third Avenue, Suite 2863, New York, New York 10022, Attention: Investor Relations.

 

Additional Information Relating to NTL Merger with Telewest

 

This communication may be deemed to be solicitation material in respect of the proposed merger of NTL and Telewest.  This communication is not a prospectus and NTL and Telewest shareholders should make their decision on the proposed merger on the basis of the information to be contained in the joint proxy statement/prospectus.  In connection with the proposed merger, NTL and Telewest have filed a joint proxy statement/prospectus with the SEC.  INVESTORS AND SECURITY HOLDERS OF NTL AND TELEWEST ARE ADVISED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.  The final joint proxy/statement/prospectus will be mailed to stockholders of NTL and Telewest.  Investors and security holders may obtain a free copy of the joint proxy statement/prospectus and other documents filed by NTL and Telewest with the SEC, at the SEC’s website at http://www.sec.gov.  Free copies of the joint proxy statement/prospectus and each company’s other filings with the SEC may also be obtained from the respective companies.  Free copies of NTL’s filings may be obtained by directing a request to NTL

 


 

Incorporated, 909 Third Avenue, Suite 2863, New York, New York 10022, Attention: Investor Relations.  Free copies of Telewest’s filings may be obtained by directing a request to Telewest Global, Inc., 160 Great Portland Street, London, W1W 5QA, United Kingdom, Attention: Investor Relations.

 

This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there by any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

 

Participants in the Solicitation Relating to NTL Merger with Telewest:

 

NTL, Telewest and their respective directors, executive officers and other members of their management and employees may be deemed to be soliciting proxies from their respective stockholders in favour of the NTL merger with Telewest.  Information regarding NTL’s directors and executive offices is available in NTL’s proxy statement for its 2005 annual meeting of stockholders, which was filed with the SEC on April 5, 2005.  Information regarding Telewest’s directors and executive officers is available in Telewest’s proxy statement for its 2005 annual meeting of stockholders, which was filed with the SEC on April 11, 2005. Additional information regarding the interests of such potential participants will be included in the joint proxy statement/prospectus and the other relevant documents filed with the SEC when they become available.

 

Private Securities Litigation Reform Act:

 

Various statements contained in this document constitute “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995.  Words like “believe”, “anticipate”, “should”, “intend”, “plan”, “will”, “expects”, “estimates”, “projects”, “positioned”, “strategy” and similar expressions identify these forward-looking statements, which involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements or industry results to be materially different from those contemplated, projected, forecasted, estimated or budgeted whether expressed or implied, by these forward-looking statements.  In respect of NTL, these factors include: potential adverse developments with respect to our liquidity or results of operations; our significant debt payments and other contractual commitments; our ability to fund and execute our business plan; our ability to generate cash sufficient to service our debt; interest rate and currency exchange rate fluctuations; our ability to complete the integration of our billing systems; the impact of new business opportunities requiring significant up-front investments; our ability to attract and retain customers and increase our overall market penetration; our ability to compete against other communications and content distribution businesses; our ability to maintain contracts that are critical to our operations; our ability to respond adequately to technological developments; our ability to develop and maintain back-up for our critical systems; our ability to continue to design networks, install facilities, obtain and maintain any required governmental licenses or approvals and finance construction and development, in a timely manner at reasonable costs and on satisfactory terms and conditions; and our ability to have an impact upon, or to respond effectively to, new or modified laws or regulations; and factors relating to the proposed acquisition of Telewest by NTL, including (1) the failure to obtain and retain expected synergies from the proposed transaction, (2) rates of success in executing, managing and integrating key acquisitions, including the proposed acquisition, (3) the ability to achieve business plans for the combined company, (4) the ability to manage and maintain key customer relationships, (5) delays in obtaining, or adverse conditions contained in, any regulatory or third-party approvals in connection with the proposed acquisition, (6) availability and cost of capital, (7) the ability to manage regulatory, tax and legal matters, and to resolve pending matters within current estimates, and (8) other similar factors, and (9) the risk factors summarized and explained in our 10-K reports and our joint proxy statement/prospectus relating to the proposed merger and related transactions.

 

Some of these, and other factors, are discussed in more detail under “Risk Factors” and elsewhere in NTL’s Form 10-K.  For additional information concerning factors that could cause actual results to materially differ from those projected herein, please refer to our most recent Form 10-K, 10-Q and 8-K reports.  NTL assumes no obligation to update our forward-looking statements to reflect actual results, changes in assumptions or changes in factors affecting these statements.

 

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