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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): July 4, 2006
NTL INCORPORATED
(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 2.01 Completion of Acquisition or Disposition of Assets.
SIGNATURES
Exhibit 99.1 Press Release dated July 4, 2006
ITEM 2.01 NTL INCORPORATED COMPLETES ACQUISITION OF VIRGIN MOBILE.
On July 4, 2006, NTL Incorporated (the "Company") successfully completed
its offer to acquire 100% of the shares of Virgin Mobile (UK) Holdings plc
("Virgin Mobile") through a UK Scheme of Arrangement (the "Scheme"). The
High Court of Justice in England and Wales in London sanctioned the Scheme
on June 30, 2006 and approved the reduction of Virgin Mobile's share
capital comprised within the Scheme on July 3, 2006. Virgin Mobile's shares
were de-listed from the London Stock Exchange on July 4, 2006.
As previously disclosed by the Company in a Form 8-K filed on April 4, 2006
(the "April Form 8-K"), Virgin Mobile shareholders had the opportunity to
elect to receive, for each share of Virgin Mobile, (a) (pound)3.72 in cash,
(b) 0.23245 shares of the Company's common stock, or (c) 0.18596 shares of
the Company's common stock plus (pound)0.67 in cash. Based on the elections
made, the Company will issue approximately 34.4 million new shares of NTL
Common Stock, including 34.2 million shares to be issued to Virgin
Entertainment Investment Holdings Limited ("Virgin Entertainment") and will
pay approximately (pound)417 million in cash to the former Virgin Mobile
shareholders. The Company will finance the cash consideration in the Offer,
and the refinancing in full of Virgin Mobile's existing credit facilities,
utilizing (i) additional borrowings under the Company's current credit
facilities; and (ii) cash on hand. The Company will borrow (pound)475
million, comprising (a) (pound)175 million of borrowings under a 5-year
amortizing term loan facility, and (b) a (pound)300 million 6 1/2-year
bullet repayment facility. The last day for dispatch of the consideration
due to Virgin Mobile shareholders under the Scheme is July 18, 2006.
As also disclosed in the April Form 8-K, the Company has entered into a
trade mark license agreement (the "License Agreement") with Virgin
Enterprises Limited ("Virgin Enterprises"), an affiliate of Virgin
Entertainment, pursuant to which Virgin Enterprises granted the Company
certain rights to use certain Virgin trade marks for consumer businesses
within the United Kingdom and Ireland. An ancillary agreement to the
License Agreement permits Virgin Enterprises to propose one candidate (and
successors to that candidate) to serve on the Company's Board of Directors.
The joint press release issued by the Company and Virgin Mobile announcing
the completion of the Offer is attached as Exhibit 99.1 hereto.
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: July 5, 2006 NTL INCORPORATED
By: /s/ Bryan H. Hall
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Bryan H. Hall
Secretary
EXHIBIT INDEX
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EXHIBIT DESCRIPTION
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99.1 Press Release dated July 4, 2006
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