SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) DECEMBER 24, 2002
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NTL COMMUNICATIONS CORP.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-22616 52-1822078
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
110 East 59th Street, New York, New York 10022
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code (212) 906-8440
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. PAGE
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Exhibits
99.1 Fourth Supplementary Prospectus in accordance with the
UK Public Offers of Securities Regulations 1995
ITEM 9. REGULATION FD DISCLOSURE.
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On December 24, 2002, NTL filed with the appropriate office in the U.K. a
Fourth Supplementary Prospectus in accordance with UK Public Offers of
Securities Regulations 1995.
SIGNATURES
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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.
NTL COMMUNICATIONS CORP.
(Registrant)
By: /s/ Richard J. Lubasch
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Name: Richard J. Lubasch
Title: Executive Vice President -
General Counsel
Dated: December 30, 2002
EXHIBIT INDEX
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Exhibit
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99.1 Fourth Supplementary Prospectus in accordance with the
UK Public Offers of Securities Regulations 1995
Exhibit 99.1
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you receive
this document in the United Kingdom and are in any doubt about the contents of
this document, you should consult a person authorised for the purposes of the UK
Financial Services and Markets Act 2000 who specialises in advising on the
acquisition of shares and other securities, or another appropriate professional
adviser, without delay.
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NEW NTL
FOURTH SUPPLEMENTARY PROSPECTUS
IN ACCORDANCE WITH
THE UK PUBLIC OFFERS OF SECURITIES REGULATIONS 1995
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December 24, 2002
This document constitutes a further supplementary prospectus (the "Fourth
Supplementary Prospectus") which has been drawn up in relation to New NTL in
accordance with the UK Public Offers of Securities Regulations 1995 (1995/1537)
as amended (the "POS Regulations"). This Fourth Supplementary Prospectus is
supplementary to a prospectus (the "POS Prospectus") dated July 15, 2002, a
supplementary prospectus (the "Supplementary Prospectus") dated August 27, 2002,
a second supplementary prospectus (the "Second Supplementary Prospectus") dated
October 15, 2002 and a third supplementary prospectus (the "Third Supplementary
Prospectus") dated November 15, 2002. This Fourth Supplementary Prospectus has
been drawn up with respect to the issue of Series A Warrants by New NTL under
the Plan to persons resident in the United Kingdom (the "POS Warrant Offering")
and has been prepared in order to satisfy the requirements of Regulation 10 of
the POS Regulations.
Those persons resident in the United Kingdom to whom the POS Warrant Offering is
being made should carefully read this Fourth Supplementary Prospectus, the Third
Supplementary Prospectus, the Second Supplementary Prospectus, the Supplementary
Prospectus (together the "Supplements") and the POS Prospectus in their
entirety.
A copy of each of the POS Prospectus and the Supplements has been delivered for
registration to the Registrar of Companies in England & Wales and is available
upon request free of charge to the public during normal business hours at NTL
Group Limited's registered office at ntl House, Bartley Wood Business Park,
Hook, Hampshire RG27 9UP, England in accordance with the POS Regulations.
INTERPRETATION
1. Save as otherwise defined in this Fourth Supplementary Prospectus, words
and phrases in this document shall have the meanings ascribed to them in
the POS Prospectus and the Supplements.
RESPONSIBILITY
2. New NTL and the Existing Directors accept responsibility for the
information contained in this Fourth Supplementary Prospectus as it relates
specifically to the New NTL Group. To the best of the knowledge and belief
of the Existing Directors, who have taken all reasonable care to ensure
that such is the case, the information relating specifically to the New NTL
Group contained in this Fourth Supplementary Prospectus is in accordance
with the facts in existence on December 23, 2002 and does not omit anything
as of such date likely to affect the import of such information.
3. Because their appointments are still conditional upon a number of external
and internal matters being satisfied, the Designated Directors have not
authorised themselves to be named as future directors of New NTL for the
purposes of Regulation 13(1)(c) of the POS Regulations and accordingly have
stated that they do not take responsibility for this Fourth Supplementary
Prospectus. For the purposes of this Fourth Supplementary Prospectus, the
"Designated Directors" are those persons defined as such in the Second
Supplementary Prospectus, save for Duncan Lewis who has vacated his
position as a future director of New NTL.
NEW NTL EXIT FACILITY
4. On or before the Effective Date, it is intended that New NTL will enter
into the New NTL Exit Facility substantially on the terms set out in
paragraphs 5 to 12 below.
5. The New NTL Exit Facility will be evidenced by Senior Secured Notes which
mature on January 1, 2010 (the "Notes"). Initial purchasers of the Notes
will also purchase 500,000 shares of New NTL Common Stock on the Effective
Date, together with associated Series A Junior Purchase Rights under New
NTL's Rights Plan. The gross proceeds from the Notes and such shares will
total $500,000,000. The aggregate principal amount accretes over time in
consequence of which the amount repayable at maturity of the Notes (and in
certain other circumstances) will be $558,600,000*. Interest will accrue on
the Notes at a rate of 19% per annum, payable in cash semi-annually in
arrears on January 1 and July 1, commencing on July 1, 2003. Alternatively,
New NTL may elect in respect of the July 1, 2003 interest payment date to
pay interest by the issue of additional pay-in-kind ("PIK") Notes and may
make a similar election for the next two interest payment dates if cash or
cash equivalents falls below a certain level. Any such PIK Notes issued
shall increase the aggregate principal amount of the Notes, and accrete at
the same rate, accordingly.
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* this amount is subject to (non-material) change as a function of the date
on which the Effective Date occurs
6. The Notes will be guaranteed on a senior basis by the following subsidiary
undertakings of New NTL: NTL Digital (US) Inc., CableTel Ventures Limited,
Bearsden Nominees, Inc., CableTel Programming, Inc., NTL International
Services, Inc. and NTL Funding (NJ), Inc. (collectively the "Senior
Guarantors"). The Notes will be guaranteed on a subordinated basis by
Communications Cable Funding Corp. (the "Subordinated Guarantor"). The
obligations of the Subordinated Guarantor under the Notes will be
subordinated to the Subordinated Guarantor's obligations under the Working
Capital Facility.
7. The Notes will be secured by a lien on and a security interest over (i) all
of the issued and outstanding capital stock held by New NTL and the Senior
Guarantors in direct subsidiaries incorporated in the United States and 65%
of the capital stock of direct subsidiaries which are incorporated outside
the United States, (ii) substantially all of the assets and properties
owned by New NTL and the Senior Guarantors and (iii) the capital stock held
by NTL Group Limited in NTL (Triangle) LLC.
8. New NTL may redeem some or all of the Notes at any time at the redemption
prices set out below save that the Redemption Price shall be at 100% if New
NTL elects to prepay Notes using the proceeds of a rights offering prior to
the first anniversary of the Effective Date (the "ED Anniversary"):-
REDEMPTION DATE REDEMPTION PRICE
(as percentage of
accreted value)
Effective Date - ED Anniversary 111.0%
ED Anniversary - December 31, 2006 122.0%
January 1, 2007 - December 31, 2007 111.0%
January 1, 2008 - December 31, 2008 105.5%
January 1, 2009 - December 31, 2009 100.0%
9. If New NTL undergoes a Change of Control it must offer to repurchase the
Notes at a purchase price of 101% of the face amount at maturity of the
Notes together with accrued and unpaid interest thereon. For these purposes
"Change of Control" includes: the adoption of any plan for the liquidation
or dissolution of New NTL; the acquisition of beneficial ownership of at
least 30% of the capital stock of New NTL; and the Designated Directors (or
other directors approved by them) ceasing to constitute a majority of the
New NTL board.
10. The indenture governing the Notes will impose operating and financial
restrictions on New NTL and certain of its subsidiaries. These restrictions
will affect and in some cases significantly limit or prohibit (among other
things) the ability of these companies to do the following: make restricted
payments, incur additional indebtedness and issue preferred stock, create
liens, pay dividends on stock or repurchase stock, sell all or
substantially all of their assets or merge with or into other companies or
engage in certain transactions with affiliates. In particular, the
indenture will provide that (with certain limited exceptions) the net
proceeds of certain asset dispositions may only be used to repay specified
indebtedness, subject to the ability to reinvest a small amount of the
proceeds in capital expenditure. Save with respect to certain limited
categories of permitted indebtedness, the ability to incur further
indebtedness by the New NTL Group will be subject to significant
limitations. The indenture will also provide that any merger of New NTL
with another entity which does not otherwise constitute a Change of Control
must be conditional upon the refinancing of the Notes.
11. The indenture governing the Notes will provide that amendments to its terms
require the consent of a simple majority or, in some cases, 67% of holders
of Notes by face principal amount, save that amendments to negative
covenants or to the terms of certain events of default with respect to
significant subsidiaries require the consent of holders of Notes of at
least 80% in face principal amount and, further, amendments to specified
terms of the Notes (chiefly: maturity, principal amount, interest,
redemption premium and amendments to events of default with respect to
designated entities) require the consent of all holders.
12. New NTL will use the proceeds of the New NTL Exit Facility to (i)
consummate the Plan including: repay in full principal and interest under
the DIP Facility, purchase the Delaware/NTL (UK) Group Note, repay
inter-company and pay transaction costs related to consummation of the
Plan, and (ii) provide working capital to New NTL and its subsidiaries.
OTHER FINANCING MATTERS
13. Formal approval as to amended terms for the UK Senior and Working Capital
Facilities to be restated with effect from the Effective Date is currently
being sought from all the Senior Banks and Working Capital Banks and is
expected to be obtained in the near future. As indicated in the Third
Supplementary Prospectus, such agreement includes modifications to the
financial covenants which are to apply following the Effective Date to
reflect lower anticipated growth and capital expenditure. The modifications
also incorporate into the amended credit facilities the Change of Control
definitions from the New NTL Exit Facility indenture referred to in
paragraph 9 above and impose stipulations as to the manner in which the net
proceeds of asset dispositions must be applied similar to those to be
incorporated in the New NTL Exit Facility. In addition, the revolving
credit facility contained in the Senior Credit Facility will no longer be
subject to pre-maturity reductions in borrowing commitments. In
consideration of the agreement to these modifications, the restructuring
fee payable to the Senior Banks and the Working Capital Banks on the
Effective Date will be increased to 2% of outstanding commitments as at
May 2, 2002 under the respective credit facilities.
14. The lenders under the DIP Facility have notified the Debtors that the
maturity date under such facility has been extended to December 31, 2002.
EXTENDED ROLE OF THE CREDITORS' COMMITTEE
15. On November 27, 2002, as required by the Confirmation Order made in
connection with the Plan, a certificate was filed with the Bankruptcy Court
describing the Debtors' calculation of the Delaware/Inc. Cash Amount under
the Plan. On the same date, a further motion was filed requesting the
modification of the Plan to extend the life of the Creditors' Committee for
six months after the Effective Date for the limited and exclusive purpose
of filling any vacancies on the New NTL board of directors (including that
arising from Duncan Lewis' vacation of office). Such motion was approved by
the Bankruptcy Court on December 3, 2002.
CONDITIONAL DISCHARGE OF DIAMOND ADMINISTRATION CASES
16. On December 4, 2002, orders were granted by the UK Court for the discharge
of the Diamond Administration Cases, such discharge only to take effect,
without further action of the UK Court, at the same time as the
satisfaction or waiver of the last of the other conditions precedent to the
Plan.
MISCELLANEOUS
17. On November 20, 2002, the Bankruptcy Court approved a motion to effect the
Plan Modification described in the Third Supplementary Prospectus. New NTL
has, in consultation with the Creditors' Committee, elected to implement
the Plan Modification and adjustments will be made to the number of
securities in New NTL's capital accordingly. The authorised capital of New
NTL upon the Effective Date will be 400 million shares of New NTL Common
Stock.
18. In connection with the bar date for filing of securities claims against the
Debtors pursuant to an order of the Bankruptcy Court, proofs of claim have
been filed against New NTL, NTL (Delaware), Inc. and NTL Incorporated by
Morgan Stanley Senior Funding Inc. for $11.4 million. Such claims are
alleged in respect of advisory fees for financing commitments made in 1999.
New NTL has 120 days from the Effective Date within which to object to the
claims and believes it has grounds for doing so.
19. As of December 20, 2002, there remained only a total of 2,170 exercises of
Equity Rights (including oversubscriptions) and 1,861 exercises of
Noteholder Election Options which had not been revoked. Accordingly, after
expenses, it is expected that there will be no or negligible net proceeds
from such offerings.
20. As detailed in the POS Prospectus, the Office of Fair Trading (OFT) had
been conducting an investigation under the UK Competition Act into BSkyB's
activities, in particular the wholesale prices offered to rival
distributors of pay television services. On December 17, 2002, the OFT
announced that it had concluded its investigation. The conclusions of the
OFT's analysis were that: (i) BSkyB has a dominant position for the
wholesale supply of certain premium sports and film channels; (ii) with a
borderline result, there are insufficient grounds for finding that BSkyB
had abused a dominant position by exerting an anti-competitive margin
squeeze against rival distributors of pay TV; (iii) there are insufficient
grounds for finding that BSkyB had abused a dominant position in respect of
the mixed bundling of its channels; and (iv) BSkyB had not infringed the UK
Competition Act in respect of discounts it offered to distributors.
Accordingly, BSkyB had not been found in breach of UK competition law.