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) JANUARY 25, 1999
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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 January 25, 1999, Microsoft Corp. ("Microsoft") and NTL Incorporated
("NTL") announced an agreement to jointly develop new, broadband services for
delivery to customers in the United Kingdom and Ireland.
In addition, Microsoft will make a $500 million investment in NTL to
accelerate deployment of high-speed voice, video and data services over its
national fiber-optic telecommunications networks and to continue the company's
rapid introduction of advanced Internet, telephone and cable television services
over its broadband facilities. NTL is Britain's leading new-entrant local
telecommunications competitor, with more than 1.4 million telephone, cable
television and Internet customers.
Microsoft and NTL will work together closely in the development of new
digital services and intend to enter into further agreements regarding software
and services as opportunities arise throughout 1999. Specifically, Microsoft and
NTL will form a Technology Group to guide the development of new digital
services. In recognition of Microsoft's extension of these products and services
to NTL, Microsoft will receive 1.2 million five-year warrants to purchase NTL
common stock at an exercise price of $84 per share.
Microsoft has agreed to purchase $500 million of NTL's 5.25 percent
convertible preferred stock. The preferred stock is convertible into NTL common
stock at a conversion price of $100 per share. The preferred stock is redeemable
10 years from the date of issuance in cash or NTL common stock and may be
redeemed by NTL on the earlier of seven years or the date on which NTL's common
stock has traded above $120 for 25 consecutive trading days. Dividends are
payable at NTL's option in cash, common stock or additional shares of preferred
stock. The closing of the purchase of the preferred stock is expected to occur
shortly.
A copy of the press release and Purchase Agreement are attached hereto as
exhibits and incorporated herein by reference.
Item 7. Financial Statements and Exhibits
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Exhibits
99.1 Purchase Agreement, dated January 25, 1999
99.2 Press release, issued January 25, 1999
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: January 25, 1999
EXHIBIT INDEX
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Exhibit Page
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99.1 Purchase Agreement, dated January 25, 1999
99.2 Press release, issued January 25, 1999