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UNITED STATES
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): May 18, 2006
NTL INCORPORATED
(FORMERLY KNOWN AS TELEWEST GLOBAL, INC.)
(Exact name of Registrant as specified in its charter)
DELAWARE FILE NO. 000-50886 52-3778427
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
909 THIRD AVENUE, SUITE 2863, 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
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
Item 8.01 Other Items.
SIGNATURES
Exhibit 10.1 Form of Senior Facilities Amendment Letter
Exhibit 10.2 Form of Bridge Facilities Amendment Letter
Exhibit 99.1 Press Release dated May 23, 2006
Exhibit 99.2 Press Release dated May 19, 2006
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
STOCKHOLDER APPROVAL OF THE NTL INCORPORATED 2006 STOCK INCENTIVE PLAN
On May 18, 2006, the stockholders of NTL Incorporated (the "Company")
approved the NTL Incorporated 2006 Stock Incentive Plan (the "SIP"). The
terms of the SIP, which were disclosed in the Company's proxy statement
filed with the Securities and Exchange Commission on April 18, 2006, had
previously been approved and adopted, subject to stockholder approval, by
the Company's Compensation Committee.
AMENDMENTS TO SENIOR FACILITIES AGREEMENT AND BRIDGE FACILITIES AGREEMENT
On May 22, 2006, the Company entered into amendments to its senior
facilities agreement and bridge facilities agreement with, respectively,
(i) Deutsche Bank AG, London Branch, in its capacity as facility agent for
the lenders under the senior facilities agreement dated March 3, 2006 among
the Company, Deutsche Bank AG, London Branch, J.P. Morgan Plc, The Royal
Bank of Scotland and Goldman Sachs International as Bookrunners and
Mandated Lead Arrangers and the other parties thereto (the "Senior
Amendment Letter"), and (ii) J.P. Morgan Limited in its capacity as
facility agent for the lenders under the bridge facilities agreement dated
March 3, 2006 among the Company, Deutsche Bank AG, London Branch, J.P.
Morgan Plc, The Royal Bank of Scotland and Goldman Sachs International as
Bookrunners and the other parties thereto (the "Bridge Amendment Letter",
and together with the Senior Amendment Letter, the "Amendment Letters").
The Company obtained the required majority bank group consent for the
Amendment Letters.
The primary purpose of the Amendment Letters is to allow the Company to
implement an alternative financing structure involving new indebtedness of
its UK group without the prior receipt of a ruling from the Internal
Revenue Service ("IRS"). The Company had been seeking an IRS ruling to
confirm that certain aspects of the group internal restructuring associated
with the transaction does not give rise to U.S. federal income tax. After
several meetings between representatives of the IRS and the Company's tax
advisers, the Company has determined to proceed to implement this internal
restructuring on the basis of legal opinions from its tax advisers and has
withdrawn its ruling request.
The foregoing discussion of the Amendment Letters is not complete and is
qualified in its entirety by reference to the form of the Amendment
Letters, copies of which are filed as Exhibit 10.1 and 10.2 hereto
respectively and are incorporated herein by reference. A copy of the press
release issued by the Company on May 23, 2006 concerning its implementation
of the alternative finance structure is filed herewith as Exhibit 99.1 and
incorporated herein by reference.
ITEM 8.01 OTHER EVENTS.
PAYMENT OF A QUARTERLY CASH DIVIDEND
On May, 18, 2006, the Company's board of directors (the "Board") approved
the payment of a quarterly cash dividend of $0.01 per share on June 20,
2006 to stockholders of record as of June 12, 2006. Future payments of
regular quarterly dividends by the Company are in the Board's discretion
and will be subject to the Company's future needs and uses of free cash
flow, which could include investments in operations, the repayment of debt,
and share repurchase programs. A copy of the press release issued by the
Company on May 19, 2006 is filed herewith as Exhibit 99.2 and incorporated
herein by reference.
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 hereunto duly authorized.
Dated: May 23, 2006 NTL INCORPORATED
By: /s/ Jacques D. Kerrest
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Jacques D. Kerrest
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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10.1 Form of Senior Facilities Amendment Letter
10.2 Form of Bridge Facilities Amendment Letter
99.1 Press Release dated May 23, 2006.
99.2 Press Release dated May 19, 2006.