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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
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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 21, 2001
NTL COMMUNICATIONS CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 0-22616 52-1822078
(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
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)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
The registrant hereby amends its Current Report on Form 8-K, dated March 7,
2001, by filing financial certain financial statements and financial
information.
On April 1, 1999, NTL Incorporated completed a corporate restructuring to
create a holding company structure. The holding company restructuring was
accomplished through a merger so that all the stockholders of NTL Incorporated
at the effective time of the merger became stockholders of the new holding
company, and NTL Incorporated became a subsidiary of the new holding company.
The new holding company took the name NTL Incorporated and the holding company's
subsidiary simultaneously changed its name to NTL Communications Corp.
On May 18, 2000, NTL Incorporated completed a corporate restructuring to
create a holding company structure. The formation of the holding company was
part of NTL Incorporated's acquisition of certain assets of Cable & Wireless
Communications plc ("CWC") (the operations acquired from CWC are called
"ConsumerCo"). The holding company restructuring was accomplished through a
merger so that all the stockholders of NTL Incorporated at the effective time of
the merger became stockholders of the new holding company, and NTL Incorporated
became a subsidiary of the new holding company. The new holding company has
taken the name NTL Incorporated and the holding company's subsidiary
simultaneously changed its name to NTL (Delaware), Inc. The "Company" refers to
NTL Incorporated and subsidiaries up to and including May 17, 2000 and to NTL
(Delaware), Inc. and subsidiaries beginning May 18, 2000.
On February 21, 2001, as required by its bank credit agreements, NTL
Communications Corp. ("NTL Communications"), a wholly-owned subsidiary of the
Company, completed a transaction whereby it acquired the entire issued share
capital of ntl (CWC Holdings) Limited (the entity that owns ConsumerCo) from NTL
Incorporated and the entire issued share capital of NTL Business Limited from
NTL Delaware in exchange for shares of its common stock. As a result of this
transaction, ConsumerCo became an indirect wholly-owned subsidiary of the
Company. NTL Communications accounted for these transactions in a manner
consistent with a transfer of entities under common control, which is similar to
that used in a "pooling of interests." Accordingly, the net assets and results
of operations of ConsumerCo have been included in the NTL Communications
consolidated financial statements from May 30, 2000, the date of NTL
Incorporated's acquisition of ConsumerCo and the net assets and results of
operations of NTL Business have been included in the NTL Communications
financial statements from September 20, 1999, the date of NTL Delaware's
acquisition of NTL Business.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements
ntl (CWC Holdings) audited financial statements as of and for the seven
months ended December 31, 2000.
CWC ConsumerCo, a division of NTL (CWC) Limited (formerly Cable & Wireless
Communications Limited) audited financial statements as of March 31, 1999 and
2000 and for the three years ended March 31, 2000.
NTL Communications Corp. and Subsidiaries audited consolidated financial
statements as of December 31, 2000 and 1999 and for the three years in the
period ended December 31, 2000.
(b) Pro Forma Financial Information
Pro Forma Financial Information of the Registrant.
(c) Exhibits
23.1 Consent of Ernst & Young LLP
23.2 Consent of Ernst & Young
23.3 Consent of Arthur Andersen
NTL COMMUNICATIONS CORP. AND SUBSIDIARIES
99.1 Audited consolidated financial statements as of December 31,
2000 and 1999 and for the three years in the period ended
December 31, 2000
99.2 Selected Financial Data
99.3 Management's Discussion and Analysis of Financial Condition
and Results of Operations
99.4 Quantitative and Qualitative Disclosures About Market Risk
99.5 Quarterly Results of Operations
99.6 Pro Forma Financial Information
CONSUMERCO
99.7 ntl (CWC Holdings) audited financial statements as of and
for the seven months ended December 31, 2000
99.8 CWC ConsumerCo audited financial statements as of March 31,
1999 and 2000 and for the three years ended March 31, 2000
NTL BUSINESS LIMITED
99.9 Selected Financial Data
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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 Communications Corp.
(Registrant)
By: /s/ GREGG N. GORELICK
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Name: Gregg N. Gorelick
Title: Vice President -- Controller
Dated: May 4, 2001
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