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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 22, 1998
NTL 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 Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
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) 906-8440
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Effective September 22, 1998, NTL Incorporated (the "Company")
acquired ComTel Limited and Telecential Communications (collectively, "ComTel")
for a total of approximately pound sterling 550 million in two stages. In the
first stage, which was completed in June 1998, the Company acquired certain of
the ComTel properties for approximately pound sterling 275 million in cash. In
the second stage, which was completed on September 22, 1998, the Company
acquired the remaining ComTel properties for approximately pound sterling 200
million in cash and pound sterling 75 million in a preferred stock of the
Company. Such preferred stock has a pay-in-kind coupon of 9.9%, will mature in
2008 and is redeemable within 15 months for common stock of the Company valued
at market, new convertible preferred securities of the Company or cash.
The Company financed the acquisition of ComTel through a bank loan,
completed through an amendment to the Company's existing credit facility with
The Chase Manhattan Bank. ComTel does not have any outstanding indebtedness.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements of Businesses Acquired.
The financial statements of ComTel UK Finance B.V. set forth on
pages F-90 through F-108, and the financial statements of Telecential
Communications (Canada) Limited and Telecential Communications (UK) Limited set
forth on pages F-109 through F-120, of the Joint Proxy Statement/Prospectus
included in the Registration Statement on Form S-4 (File No. 333-64727) of the
Company (the "Form S-4") are hereby incorporated herein in their entirety by
reference.
(b) Pro Forma Financial Information.
The unaudited pro forma financial data set forth on pages 49 through
56 of the Joint Proxy Statement/Prospectus included in the Form S-4 are hereby
incorporated herein in their entirety by reference.
(c) Exhibits.
Exhibit 2.1 Agreement for the Sale and Purchase of the Vision Networks UK
Group, dated June 16, 1998, by and between Vision Networks
III B.V., ComTel UK Finance B.V., Vision Networks
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(UK) I Limited, Telecential Communications (Canada) Ltd,
Vision Networks (UK) II Limited, Telecential Communications
(UK) Limited, Vision Networks UK Holding B.V., NTL Group
Limited and NTL Incorporated.
Exhibit 2.2 Supplemental Agreement, dated September 22, 1998, to a Sale
and Purchase Agreement, dated June 16, 1998, entered into
between inter alia Vision Networks III B.V., ComTel UK
Finance B.V. and NTL Group Limited in respect of the sale and
purchase of the Vision Networks UK Group.
Exhibit 99.1 Joint Proxy Statement/Prospectus included in the Form S-4
(incorporated by reference to the Registration Statement on
Form S-4 (File No. 333-64727) of the Company).
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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 hereunto duly authorized.
NTL INCORPORATED
By: /s/ Richard J. Lubasch
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Name: Richard J. Lubasch
Title: Senior Vice President-General
Counsel
Dated: October 5, 1998
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EXHIBIT INDEX
Designation Description
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2.1 Agreement for the Sale and Purchase of the Vision Networks
UK Group, dated June 16, 1998, by and between Vision
Networks III B.V., ComTel UK Finance B.V., Vision Networks
(UK) I Limited, Telecential Communications (Canada) Ltd,
Vision Networks (UK) II Limited, Telecential Communications
(UK) Limited, Vision Networks UK Holding B.V., NTL Group
Limited and NTL Incorporated.
2.2 Supplemental Agreement, dated September 22, 1998, to a Sale
and Purchase Agreement, dated June 16, 1998, entered into
between inter alia Vision Networks III B.V., ComTel UK
Finance B.V. and NTL Group Limited in respect of the sale
and purchase of the Vision Networks UK Group.
99.1 Joint Proxy Statement/Prospectus included in the Form S-4
(incorporated by reference to the Registration Statement on
Form S-4 (File No. 333-64727) of the Company).
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