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) JANUARY 13, 2003
(JANUARY 10, 2003)
----------------
NTL INCORPORATED
-------------------------------------------------
(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 7. FINANCIAL STATEMENTS AND EXHIBITS
- ------- ---------------------------------
Exhibits
99.1 Press release issued January 10, 2003
ITEM 9. REGULATION FD DISCLOSURE
- ------- ------------------------
NTL Incorporated (formerly NTL Communications Corp. and referred to as "the
Company") announced on January 10, 2003 that its financial recapitalization
plan was completed and the Company has emerged from Chapter 11 proceedings in
the United States. The press release is attached as Exhibit 99.1 hereto and
is incorporated by reference herein.
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.
NTL INCORPORATED
(Registrant)
By: /s/ Richard J. Lubasch
---------------------------------
Name: Richard J. Lubasch
Title: Executive Vice President,
General Counsel and Secretary
Dated: January 13, 2003
EXHIBIT INDEX
-------------
Exhibit
- -------
99.1 Press release issued January 10, 2003
Exhibit 99.1
[NTL LOGO]
NTL COMPLETES RESTRUCTURING, EXITS CHAPTER 11
NEW YORK and LONDON, January 10, 2003 - NTL Incorporated (formerly NTL
Communications Corp. and referred to in this release as "the Company") announced
today that its financial recapitalization plan has been successfully completed
and the Company has emerged from Chapter 11 proceedings in the United States.
The company formerly known as NTL Incorporated ("Old NTL") and its subsidiaries
have been reorganized into two separate companies: NTL Incorporated, formerly
known as NTL Communications Corp., comprising Old NTL's UK and Ireland
businesses, and NTL Europe, Inc., formerly known as NTL Incorporated, comprising
Old NTL's assets in continental Europe as well as other minority investments and
interests.
The Company's common stock (CUSIP 62940M104) and Series A warrants (CUSIP
62940M138) will trade on NASDAQ commencing Monday, January 13, 2003 under the
symbols of NTLI and NTLIW, respectively. Shares of common stock of Old NTL,
which previously traded under the symbol NTLDQ, have been cancelled.
Under the recapitalization plan, approved by the creditors of Old NTL and
confirmed by the U.S. Bankruptcy Court for the Southern District of New York,
approximately $10.9 billion in debt has been converted into equity in the two
reorganized companies. Consummation of the recapitalization plan was subject to
a number of conditions, all of which have now been met.
In connection with the Company's emergence from Chapter 11, the Company and
certain of its subsidiaries issued $558.24 million aggregate principal face
amount of 19% Senior Secured Notes due 2010. Initial purchasers of the notes
also purchased 500,000 shares of Common Stock on the Effective Date. The gross
proceeds from the notes and such shares totalled $500 million. The Company's
lending banks in the UK have agreed to the issuance of the Notes as well as to
certain amendments to the existing banking facilities. The $630 million DIP
facility has been repaid in full.
On the Effective Date, all specified previously outstanding public debt and
equity securities of the Company were cancelled and the Company issued (a)
50,500,969 shares of its common stock, par value $0.01 per share, and (b) eight
year warrants to purchase 8,750,496 shares (subject to adjustment) of its common
stock at an exercise price of $309.88 per share (subject to adjustment). As
previously announced, the number of shares and warrants issued was reduced from
the amounts originally cited in the Plan.
"Today's announcement marks a new beginning for the Company and is a tribute to
the tremendous cooperation of our creditors and their confidence in NTL," said
Barclay Knapp, chief executive officer of the Company. "Working with our
creditors, we have successfully completed our recapitalization and have
significantly reduced our debt."
"Operationally, despite being in US Chapter 11 and a challenging business
environment, NTL has made steady progress during 2002, improving our products
and services, reducing our churn rate and generating three consecutive quarters
of positive operating cash flow. Our strategy going forward is to focus on
delivering profitable growth and returning to service excellence."
-Ends-
SUMMARY OF THE RECAPITALIZATION PLAN:
Pursuant to the recapitalization plan, Old NTL's bondholders received, in the
aggregate, 100% of the initial equity of the Company and approximately 86.5% of
the initial equity of NTL Europe Inc. NTL (Delaware) Inc.'s former bondholders
had the opportunity to reinvest all or a portion of NTL (Delaware), Inc. cash to
which they were otherwise entitled under the recapitalization plan in additional
shares of common stock of NTL Incorporated. Preferred and common stockholders of
Old NTL, including France Telecom, received a package of equity rights priced at
a $10.5 billion enterprise value and Series A warrants entitling them to
purchase new shares of common stock of the Company at the consummation of the
plan (in the case of the equity rights) and for the duration of the eight-year
warrants, at prescribed prices. Only a limited number of stockholders and
bondholders exercised these rights.
o Holders of Diamond Cable Communications Limited notes received their pro
rata share of 6,817,934 shares of NTL Incorporated Common Stock;
o Holders of the former NTL Communications Corp's senior notes received their
pro rata share of (i) 41,376,048 shares of NTL Incorporated Common Stock,
(ii) 74,425 shares of NTL Europe, Inc. Preferred Stock (assuming a $50.00
liquidation preference per share), (iii) 0.725% of the Delaware Cash Amount
(as defined in the Plan), (iv) 5.012% of the NTL Cash Amount (as defined in
the Plan), and (v) the entitlement to the value of 331,222 shares of NTL
Europe, Inc. Common Stock pursuant to the terms of the recapitalization
plan;
o Holders of the former NTL Communications Corp.'s subordinated notes
received their pro rata share of (i) 823,129 shares of NTL Incorporated
Common Stock, (ii) 6,615 shares of NTL Europe, Inc., Common Stock, (iii)
1,492 shares of NTL Europe, Inc. Preferred Stock (assuming a $50.00
liquidation preference per share), (iv) 0.014% of the Delaware Cash Amount,
and (v) 0.100% of the NTL Cash Amount;
o Holders of NTL (Delaware), Inc. subordinated notes (other than France
Telecom), received their pro rata share of (i) 665,314 shares of NTL
Incorporated Common Stock, (ii) 10,692,532 shares of NTL Europe, Inc.,
Common Stock, (iii) 5,879,240 shares of NTL Europe, Inc. Preferred Stock
(assuming a $50.00 liquidation preference per share), and (iv) 85.540% of
the Delaware Cash Amount;
o Holders of the former NTL Incorporated's subordinated notes (other than
France Telecom) received their pro rata share of (i) 317,576 shares of NTL
Incorporated Common Stock, (ii) 6,270,159 shares of NTL Europe Inc., Common
Stock, (iii) 1,408,861 shares of NTL Europe, Inc. Preferred Stock (assuming
a $50.00 liquidation preference per share), (iv) 13.720% of the Delaware
Cash Amount, and (v) 94.887% of the NTL Cash Amount;
o Holders of the former NTL Incorporated's old senior preferred stock
received their pro rata share of (i) 749,119 NTL Incorporated Series A
Warrants, (ii) 642,102 shares of NTL Europe, Inc. Common Stock;
o France Telecom received (i) 100% of the former NTL Incorporated's interest
in Suez Lyonnaise Telecom, (ii) 6,040,347 NTL Incorporated Series A
Warrants, and (iii) 376,910 shares of NTL Europe, Inc. Common Stock;
o Holders of the former NTL Incorporated's common stock (excluding France
Telecom) will receive their pro rata share of (i) 1,960,536 NTL
Incorporated Series A Warrants, and (iii) 1,680,459 shares of NTL Europe,
Inc. Common Stock; and
o Holders of the former NTL Incorporated's warrants and options were not
entitled to, and did not, receive or retain any property or interest on
account of such old warrants and old options.
* *
For more information on NTL Incorporated (formerly known as NTL Communications
Corp.) contact:
In the US:
Analysts, Debt and Equity Holders:
Bret Richter, Senior Vice President Corporate Finance and Development
Tamar Gerber, Director - Investor Relations
Tel: (+1) 212 906 8440, or via e-mail at investor_relations@ntli.com
Media:
Tim Payne - The Brunswick Group
Steve Lipin - The Brunswick Group
Tel: +1 212 333 3810
In the UK:
Analysts, Debt and Equity Holders:
Virginia Ramsden, +44 (0)20 7746 6826,
or via e-mail at investorrelations@ntl.com
Media:
Alison Kirkwood, +44 (0)1256 752 662 / (0)7788 186154
Justine Parrish, +44 (0)207 746 4096 / (0)7966 421 991
Richard Oldworth, Jeremy Garcia or Mark Edwards- Buchanan Communication
Tel: +44 (0)20 7466 5000
For more information on NTL Europe Inc. (formerly known as NTL Incorporated),
please refer to their Form 8-K filed today with the SEC or to their
website: www.ntleurope.com