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) AUGUST 14, 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.
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On August 17, 1998, NTL Incorporated ("NTL") and Comcast UK Cable Partners
Limited ("ComCast UK") announced that Comcast UK and NTL had entered into an
agreement (the "Telewest Agreement") with Telewest Communications plc
("Telewest") relating to Comcast UK's ownership interests in Birmingham Cable
Corporation Limited, Comcast UK's and Telewest's respective ownership interests
in Cable London plc and certain other related matters.
Pursuant to the Telewest Agreement, Comcast UK has agreed to sell its 27.5%
ownership interest in Birmingham Cable to Telewest for UK 125 million pounds
sterling, plus UK 5 million pounds sterling for certain subordinated debt and
fees owed to Comcast UK, and Comcast UK and Telewest have resolved their
differences regarding the operations of the terms of the Co-Ownership Agreement
between them as principal shareholders of Birmingham Cable and the Articles of
Association of Birmingham Cable. Comcast UK and Telewest have also agreed within
a certain time period to rationalize their joint ownership of Cable London
pursuant to an agreed procedure. Generally between six and nine months after the
Amalgamation, Comcast UK (or NTL following the Amalgamation) will notify
Telewest of the price at which it is willing to sell its 50% ownership interest
in Cable London to Telewest. Following such notification, Telewest at its option
will be required at that price to either purchase Comcast UK's 50% ownership
interest in Cable London or sell its 50% ownership interest in Cable London to
Comcast UK (or NTL).
The arrangements with Telewest are not dependent upon the consummation of
Comcast UK's amalgamation (the "Amalgamation") with a wholly-owned subsidiary of
NTL.
As a result of the Telewest Agreement, the status of Comcast UK's ownership
interest in Cable London has been resolved for purposes of the Amalgamation and,
assuming consummation of the sale of Comcast UK's ownership interest in
Birmingham Cable to Telewest immediately prior to the Amalgamation, Comcast UK
shareholders will receive in the Amalgamation 0.3745 shares of NTL common stock
for each Comcast UK share.
In connection with the Telewest Agreement, Comcast UK and NTL have agreed
to extend the termination date for the Amalgamation from October 5, 1998 to
November 4, 1998.
A copy of the press announcement and agreements referred to above are
attached hereto as exhibits and incorporated herein by reference.
Item 7. Financial Statements and Exhibits
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Exhibits
99.1 Press release issued August 17, 1998.
99.2 Agreement between Telewest Communications plc, Telewest Communications
Holdings Limited, Comcast UK Cable Partners Limited and NTL
Incorporated.
99.3 Amendment No. 2 to Agreement and Plan of Amalgamation among NTL
Incorporated, NTL (Bermuda) Limited and Comcast UK Cable Partners
Limited.
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 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: August 18, 1998
EXHIBIT INDEX
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Exhibit Page
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99.1 Press release issued August 17, 1998.
99.2 Agreement between Telewest Communications plc, Telewest
Communications Holdings Limited, Comcast UK Cable Partners
Limited and NTL Incorporated.
99.3 Amendment No. 2 to Agreement and Plan of Amalgamation
among NTL Incorporated, NTL (Bermuda) Limited and Comcast
UK Cable Partners Limited.