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) OCTOBER 8, 1996
---------------
INTERNATIONAL CABLETEL 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 October 3, 1996 International CableTel Incorporated ("CableTel")
announced that it had acquired the remaining 40% interest it did not already own
in its South Wales, U.K. cable/telephony franchises. The interest being
acquired is owned by Hyder Plc, through various subsidiaries, in a joint venture
created in 1993. This joint venture operates U.K. cable/telephony franchises
comprising approximately 540,000 franchised homes.
CableTel is acquiring the interest in exchange for $78 million stated value
of a new class of CableTel non-voting convertible preferred stock. The
preferred stock issued to Swalec Telco Investments Limited will be convertible
into shares of CableTel common stock having an aggregate value of $78 million.
Dividends will not be payable for five years on the preferred stock, but
thereafter will be payable at a rate of 5% per annum payable in cash, CableTel
common stock or additional preferred stock, at CableTel's option. Resale of the
common stock into which the preferred stock is convertible is subject to certain
resale restrictions and compliance with U.S. securities laws.
CableTel also operates telecommunications and cable television franchises
in the West of Scotland, Hertfordshire, Bedfordshire, Northern Ireland, Surrey,
East Hampshire and West Yorkshire.
A copy of the press release issued by the Company announcing the above is
attached hereto as an exhibit and incorporated herein by reference.
The terms of the non-voting preferred stock are set forth in full in the
Certificate of Designations filed with this report as Exhibit 3.4. On the basis
that (except in extraordinary circumstances) the conversion price of the
preferred stock is the greater of $40.00 or the market price of CableTel's
common stock for a period prior to conversion, the maximum number of shares of
CableTel common stock issuable upon conversion of the $78 million of stated
value of preferred stock is 1,950,000 shares.
Item 7. Financial Statements and Exhibits
- ------ ---------------------------------
Exhibits
3.4 Certificate of Designations of Preferred Stock of International
CableTel Incorporated
99 Press Release issued October 8, 1996.
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.
INTERNATIONAL CABLETEL INCORPORATED
(Registrant)
By: \s\ Richard J. Lubasch
-----------------------------------------------------------
Name: Richard J. Lubasch
Title: Senior Vice President-General Counsel
Dated: October 8, 1996
EXHIBIT INDEX
-------------
Exhibit Page
- ------- ----
3.4 Certificate of Designations of Preferred Stock of
International CabelTel Incorporated.
99 Press Release issued on October 8, 1996.