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) JUNE 11, 1996
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INTERNATIONAL CABLETEL 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)371-3714
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
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On June 11, 1996 International CableTel Incorporated ("CableTel") (Nasdaq:
ICTL) announced that on June 3, 1996 it had commenced the commercial provision
of cable telephone and entertainment services in a portion of its Northern
Ireland franchise. A copy of the press release issued by the Company announcing
the above is attached hereto as an exhibit and incorporated herein by reference.
In addition, International CableTel Incorporated ("CableTel") has raised
net proceeds of approximately $267 million from an offering that it had
completed on June 12, 1996 of its 7% Convertible Subordinated Notes Due 2008
(the "Convertible Notes").
CableTel intends to use the proceeds from the offering to finance (i) the
repayment of a principal amount of approximately (pound sign) 60 million falling
due in December 1996 under bank facilities entered into to finance part of the
purchase price paid for NTL and (ii) to pay approximately (pound sign)35 million
of the purchase price for NTL which is due in May 1997. Substantially all the
remaining proceeds will be used to finance the construction and working capital
requirements of CableTel's residential cable television and residential and
business cable telephone services in the United Kingdom, to fund a portion of
NTL's existing operations and expansion of those operations and for other
general corporate purposes.
The Convertible Notes have not been registered under the Securities Act of
1933 or any state securities laws, and unless so registered, may not be offered
or sold except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and applicable state
securities laws. Accordingly, the Convertible Notes were offered and sold only
to "qualified institutional buyers", to a limited number of institutional
"accredited investors" that made certain representations and agreements and
pursuant to certain offers and sales that occurred outside the United States.
Attached hereto as an exhibit and incorporated herein by reference are the
sections entitled "Risk Factors", "Management's Discussion and Analysis of
Results of Operations and Financial Condition", "Company", "Regulation" and
"Description of Certain Indebtedness-The NTL Facilities" extracted from
CableTel's offering memorandum dated June 7, 1996 (the "Offering Memorandum')
relating to the offering of the Convertible Notes.
Item 7. Financial Statements and Exhibits
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Exhibits
99.1 Press Release issued June 11, 1996.
99.2 Extracts from the Offering Memorandum entitled "Risk Factors",
"Management's Discussion and Analysis of Results of Operations
and Financial Condition", "Company", "Regulation" and
"Description of Certain Indebtedness-The NTL Facilities."
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.
INTERNATIONAL CABLETEL INCORPORATED
(Registrant)
By: \s\ Richard J. Lubasch
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Name: Richard J. Lubasch
Title: Senior Vice President-General Counsel
Dated: June 18, 1996
EXHIBIT INDEX
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Exhibit Page
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99.1 Press Release issued on June 11, 1996.
99.2 Extracts from the Offering Memorandum entitled "Risk Factors",
"Management's Discussion and Analysis of Results of Operations and
Financial Condition", "Company", "Regulation" and "Description of
Certain Indebtedness--The NTL Facilities" incorporated by reference
into the foregoing report.