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) FEBRUARY 5, 1998
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NTL INCORPORATED
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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 5. Other Events.
On February 5, 1998 NTL Incorporated ("NTL") announced that it had entered
into an agreement and plan of amalgamation (the "Agreement") with Comcast UK
Cable Partners Limited ("Comcast UK").
Under the Agreement, Comcast UK shareholders will receive 0.3745 shares of
NTL Common Stock for each share of Comcast UK Common Stock. Based on the closing
price of NTL Common Stock on February 4, 1998, the purchase price is $11.98 per
Comcast UK share, for a total equity value of approximately $600 million. The
Agreement contains provisions such that if the purchase price per Comcast UK
share falls below $10.00, Comcast UK has the right to terminate the transaction,
subject to NTL's right to adjust the exchange ratio such that Comcast UK
shareholders would receive $10.00 for each Comcast UK share. At September 30,
1997, Comcast UK had total debt of approximately $397 million, which is expected
to remain outstanding.
Completion of the transaction is subject to customary closing conditions,
including regulatory approvals, NTL and Comcast UK shareholder approval and
consents from their respective bondholders. Under certain circumstances, the
consideration payable to Comcast shareholders may be adjusted based on the
proceeds of the potential exercise of certain rights of first refusal with
respect to Comcast's interests in London and Birmingham.
Comcast UK operates telephony/cable networks in the United Kingdom in
Cambridge and Teesside, and has interests in London (50.0% ownership) and
Birmingham (27.5% ownership). Comcast UK has a total of approximately 1.1
million equity homes under franchise. As of September 30, 1997, on a
proportionate basis Comcast UK had passed approximately 660,000 homes, and had
approximately 210,000 residential telephony customers, 160,000 residential cable
television customers and 6,600 business telephony customers.
NTL is a leading alternative telecommunications company in the United
Kingdom. The Company offers local business and residential telephony,
residential cable television and Internet services over advanced broadband fiber
networks in six major franchise areas in the UK. Through its national telecoms
services division, the Company owns and operates one of only five independent
national telecoms networks in the UK, and offers national business telecoms,
national and international carrier telecommunications services, and satellite
and radio communications services. The Company's broadcast services division
operates a national broadcast transmission network of more than 1,200 owned and
shared transmission sites, and offers digital and analog broadcast transmission
services to major television and radio stations nationwide in the UK.
A copy of the press release issued by the Company announcing the above is
attached hereto as an exhibit and incorporated herein by reference.
Item 7. Financial Statements and Exhibits
Exhibits
99.1 Agreement and Plan of Amalgamation; Undertaking of Comcast
Corporation; Undertaking of Warburg, Pincus Investors, L.P.
99.2 Press Release issued February 5, 1998.
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 thereunto duly authorized.
NTL INCORPORATED
(Registrant)
By: /s/ Richard J. Lubasch
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Name: Richard J. Lubasch
Title: Senior Vice President-
General Counsel
Dated: February 5, 1998
EXHIBIT INDEX
Exhibit Page
99.1 Agreement and Plan of Amalgamation; Undertaking of Comcast
Corporation; Undertaking of Warburg, Pincus Investors, L.P.
99.2 Press Release issued February 5, 1998.