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 18, 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 18, 1999, NTL Incorporated (NASDAQ: NTLI; EASDAQ: NTLI.ED)
announced that the Commonwealth of Australia had accepted NTL's bid to own and
operate the Australian National Transmission Network ("NTN").
NTN operates from over 560 tower sites and provides exclusive television
and radio transmission services to Australia's only national TV and radio
broadcasters, ABC and SBS. In addition, NTN serves regional and community TV and
radio broadcasters, and provides equipment hosting services to telecom operators
and emergency service communications providers on its towers. NTN's customers
include Telstra, WIN Television, Prime Television, Vodafone and Air Services
Australia. NTN holds long term contractual relationships with the majority of
its customers.
Under the terms of the acquisition agreement, NTL Australia will purchase
all of the shares of National Transmission Company (the entity which will hold
all of the NTN assets) for an aggregate purchase price of approximately $650
million Australian ($407 million U.S.). The closing is expected to occur early
in the second quarter of 1999.
Commenting on today's announcement, Barclay Knapp, President and CEO of
NTL, said "This acquisition marks the beginning of a bright new era for our
broadcast transmission and tower business worldwide. NTL combines the best of
two exciting businesses in this space. The first is traditional tower site
leasing, which has gained substantial visibility in the US in recent months.
NTL's network of more than 1,300 sites in the UK provides virtually total
geographic coverage of the UK. Likewise, NTN's 560 sites in Australia will give
NTL a similar footprint of the population centers in that country.
NTL also announced that its board had approved the pursuit of alternative
corporate financial strategies with regard to its broadcasting and tower related
opportunities. These strategies are intended to provide the division with more
flexibility to pursue future opportunities and to illuminate the value of those
assets, while leaving the cash flow from its UK operations within NTL.
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 18, 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 22, 1999
EXHIBIT INDEX
-------------
Exhibit Page
99 Press release, issued March 18, 1999