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) April 1, 2002
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NTL COMMUNICATIONS CORP.
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(Exact Name of Registrant as Specified in Charter)
Delaware 001-22616 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) 906-8440
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits
99.1 Media release, dated April 1, 2002.
The full text of the Media Release is attached to this report as
Exhibit 99.1 and is incorporated by reference herein in its entirety.
ITEM 9. REGULATION FD DISCLOSURE.
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On April 1, 2002, NTL Incorporated, the ultimate parent company of
NTL Communications Corp., issued a media release announcing that after
consideration of the request of an unofficial committee of holders of
certain of the Company's outstanding publicly traded bonds, it was not
making interest payments at this time due April 1 on its U.S. subsidiaries'
high-yield notes. A final decision on whether to make the payments will be
made within the 30-day grace period provided for under each applicable
indenture. The Company emphasized that withholding these interest payments
at this time is not expected in any way to affect the normal course of its
business operations in the UK, Ireland and Continental Europe.
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 hereunto duly authorized.
NTL COMMUNICATIONS CORP.
(Registrant)
By: /s/ Richard J. Lubasch
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Name: Richard J. Lubasch
Title: Executive Vice President -
General Counsel
Dated: April 1, 2002
EXHIBIT INDEX
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Exhibit
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99.1 Media release, dated April 1, 2002
Exhibit 99.1
NTL LOGO
Media Release
April 1, 2002
NTL to Withhold Interest Payments on Certain High-Yield Notes; Decision
Made after Request by Committee of Bondholders
New York, April 1, 2002 - NTL Incorporated (OTC BB: NTLD; NASDAQ Europe:
NTLI), today announced that after consideration of the request of an
unofficial committee of holders of certain of the Company's outstanding
publicly traded bonds, it was not making interest payments at this time due
April 1 on its U.S. subsidiaries' high-yield notes listed below. A final
decision on whether to make the payments will be made within the 30-day
grace period provided for under each applicable indenture.
The Company emphasized that withholding these interest payments at this
time is not expected in any way to affect the normal course of its business
operations in the UK, Ireland and Continental Europe.
NTL has sufficient liquidity to make the current interest payments and
trade obligations, given its existing liquidity and the expected net
proceeds of approximately U.S. $300 million from the anticipated closing in
Australia on or about April 2, 2002 of the sale of NTL's Australian
broadcast business. The decision not to make the interest payments at this
time was made at the request of an unofficial committee of the Company's
bondholders who have indicated they are representing the holders of
approximately 50% of the face value of NTL and its subsidiaries'
outstanding publicly traded bonds.
NTL's bank lenders continue to be supportive of the company's
recapitalization plans.
The bonds on which interest payments are being withheld are the following
notes issued by NTL Communications Corp.: the 9 1/2% senior notes; the 11
1/2% senior notes and the 11 7/8% senior notes.
# # #
More on NTL:
o As announced on January 31, NTL has appointed Credit Suisse First
Boston, JPMorgan and Morgan Stanley to advise on strategic and
recapitalization alternatives to strengthen the company's balance
sheet and reduce debt.
o As previously announced, following the New York Stock Exchange's
announcement on March 28, 2002 that it had withheld trading of shares
of NTL's common stock pending delisting, the Company expects that the
shares will commence trading on the Over the Counter Bulletin Board
("OTC BB") in the United States as early as Monday April 1, 2002 and
will trade at such time under the new symbol "NTLD". The Company will
provide additional information to investors if and when available.
o NTL offers a wide range of communications services to homes and
business customers throughout the UK, Ireland, Switzerland, France,
Germany and Sweden. Over 20 million homes are located within NTL's
franchise areas, covering major European cities including London,
Paris, Frankfurt, Zurich, Stockholm, Geneva, Dublin, Manchester and
Glasgow. NTL and its affiliates collectively serve over 8.5 million
residential cable telephony and Internet customers.
o In the UK, over 11 million homes are located within NTL's fibre-optic
broadband network, which covers nearly 50% of the UK including,
London, Manchester, Nottingham, Oxford, Cambridge, Cardiff, Glasgow
and Belfast. NTL Home now serves around 3 million residential
customers.
o NTL Business is a (pound)600 million operation and customers include
Royal Bank of Scotland, Tesco, Comet, AT&T and Orange. NTL offers a
broad range of technologies and resources to provide complete
multi-service solutions for businesses from large corporations to
local companies.
o NTL Broadcast has a 47-year history in broadcast TV and radio
transmission and helped pioneer the technologies of the digital age.
22 million homes watch ITV, C4 and C5 thanks to NTL's broadcast
transmitters. With over 2300 towers and other radio sites across the
UK, NTL also provides a full range of wireless solutions for the
mobile communications industry.
Safe Harbor Statement Under the Private Securities Litigation Reform Act
of 1995:
Certain statements contained herein constitute "forward-looking statements"
as that term is defined under the Private Securities Litigation Reform Act
of 1995. When used herein, the words, "believe," "will," "expects" and
similar expressions identify such forward-looking statements. Such
forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause the actual results, performance or
achievements of the Company, or industry results, to be materially
different from those contemplated, projected, forecasted or estimated,
whether expressed or implied, by such forward-looking statements. We assume
no obligation to update the forward-looking statements contained herein to
reflect actual results, changes in assumptions or changes in factors
affecting such statements.
For further information:
In the U.S.:
Investor Relations:
John F. Gregg, Senior Vice President - Chief Financial Officer
Bret Richter, Vice President - Corporate Finance and Development
Tamar Gerber, Director - Investor Relations
Tel: (001) 212 906 8440, or via e-mail at investor_relations@ntli.com
Media:
Steve Lipin/ Tim Payne, Brunswick, +1 212-333-3810
In the UK:
Media:
Alison Kirkwood, Media Relations, +44 (0) 1256 752 662 / 07788 186 154
Malcolm Padley, Media Relations, 07788 978 199
Jonathan Glass, Brunswick, 07974 982 486
Investor Relations:
Virginia McMullan, +44 (0) 207 909 2144, or via e-mail at
investorrelations@ntl.com
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