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) MARCH 8, 1999 ------------- 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 5. Other Events. - ------ ------------ On March 8, 1999, NTL Incorporated (NASDAQ: NTLI; EASDAQ: NTLI.ED) announced that it had completed its acquisition of Diamond Cable Communications plc ("Diamond"). NTL acquired Diamond for approximately 13 million shares in the transaction. In addition, Robert Goad, Chief Executive of Diamond, will be elected to NTL's Board of Directors and remain a principal of the combined company. A copy of the press release is attached hereto as an exhibit and incorporated herein by reference. Item 7. Financial Statements and Exhibits Exhibits 99 Press release, issued March 8, 1999 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 --------------------------------- Name: Richard J. Lubasch Title: Senior Vice President- General Counsel Dated: March 10, 1999 EXHIBIT INDEX Exhibit Page 99 Press release, issued March 8, 1999