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) FEBRUARY 13, 1997 ----------------- 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 February 12, 1997, International CableTel Incorporated (the "Company") announced that it completed a concurrent offering of Senior Notes Due 2007 (the "Senior Notes") and Preferred Stock with a maturity in 2009 (the "Preferred Stock"). The Company raised $400 million of gross proceeds from the offering of Senior Notes and $100 million of gross proceeds from the offering of Preferred Stock. The Senior Notes carry a cash-pay current coupon, while the Preferred Stock carries either a cash-pay or pay-in-kind dividend at the option of the Company during the first seven years. The use of proceeds of the offering will be for the construction, working capital requirements and other corporate purposes of the Company. The Senior Notes and the Preferred Stock have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), 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 Notes and the Preferred Stock were offered and sold within the United States under Rule 144A only to "qualified institutional buyers" and to a limited number of institutional "accredited investors" that made certain representations and agreements and outside the United States in accordance with Regulation S under the Securities Act. A copy of the press release issued by the Company announcing the above is attached hereto as an exhibit and incorporated herein by reference. Item 7. Financial Statements and Exhibits - ------ --------------------------------- Exhibits 99 Press Release issued February 12, 1997. 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 (Registrant) Title: Senior Vice President-General Counsel Dated: February 13, 1997 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: February 13, 1997 EXHIBIT INDEX ------------- Exhibit Page - ------- ---- 99 Press Release issued February 12, 1997.