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): September 6, 2002
(September 5, 2002)
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 File Number) (IRS Employer
Jurisdiction of 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 3. Bankruptcy or Receivership.
As previously reported, on May 8, 2002, the ultimate parent of NTL
Communications Corp., NTL Incorporated ("NTL Inc." and, together with its
debtor and non-debtor subsidiaries, "NTL") and certain of its subsidiaries,
namely, NTL (Delaware), Inc. ("NTL Delaware"), NTL Communications Corp. ("NTL
CC"), Diamond Cable Communications Limited ("Diamond Cable"), Diamond Holdings
Limited ("Diamond Holdings"), and Communications Cable Funding Corp. ("Cable
Funding" and together with NTL Inc., NTL Delaware, NTL CC, Diamond Cable and
Diamond Holdings, the "Debtors") each filed a voluntary petition for a
"prearranged" joint plan of reorganization under Chapter 11 of the United
States Bankruptcy Code to convert $10.6 billion of debt into equity of two
newly formed companies.
The filings were made on May 8, 2002 in the United States Bankruptcy
Court for the Southern District of New York located in New York, New York (the
"Bankruptcy Court"). The cases were assigned to the Honorable Allan L.
Gropper, under the case numbers 02-41316 (NTL Incorporated), 02-41317 (NTL
(Delaware), Inc.), 02-41318 (NTL Communications Corp.), 02-41321 (Diamond
Cable Communications Limited), 02-41320 (Diamond Holdings Limited), and
02-41319 (Communications Cable Funding Corp.). Also, on May 8, 2002, Diamond
Cable and Diamond Holdings each applied for and obtained from the High Court
of Justice in England and Wales administration orders and the appointment of
administrators. On May 24, 2002, the Debtors filed a disclosure statement and
an amended joint reorganization plan with the Bankruptcy Court. On July 15,
2002, the Debtors filed an amended disclosure statement and a second amended
joint reorganization plan with the Bankruptcy Court. On August 22, 2002, the
Debtors filed the Supplement to the Second Amended Joint Reorganization Plan
of NTL Incorporated and Certain Subsidiaries.
On September 5, 2002, the Bankruptcy Court entered an order
confirming the Second Amended Joint Reorganization Plan of NTL Incorporated
and Certain Subsidiaries, filed on July 15, 2002 (as modified on September 5,
2002) (the "Plan"). Consummation of the Plan is subject to the satisfaction or
waiver of certain conditions set forth in the Plan, including but not limited
to, completion of an Equity Rights Offering and a Noteholder Election Option
(each such term as defined in the Plan). The Plan is expected to be
consummated, and NTL expects to emerge from Chapter 11, in October 2002 (the
"Effective Time"). The record date for determining persons entitled to
distributions under the Plan at the Effective Time is the close of business on
September 16, 2002.
The Plan is filed as Exhibit 2.1 attached hereto and is incorporated
by reference herein. A copy of the Bankruptcy Court's order confirming the
Plan is filed as Exhibit 2.2 attached hereto and is incorporated by reference
herein (the "Confirmation Order"). On September 5, 2002, NTL Inc. issued a
press release related to confirmation of the Plan, a copy of which was filed
as Exhibit 99.1 to NTL Inc.'s Current Report on Form 8-K filed with the United
States Securities and Exchange Commission (the "SEC") on September 5, 2002,
and is incorporated by reference herein.
A summary of the Plan is set forth in the Amended Disclosure
Statement With Respect To Second Amended Joint Reorganization Plan Of NTL
Incorporated And Certain Subsidiaries, a copy of which was filed as Exhibit
99.2 to NTL Inc.'s Current Report on Form 8-K filed with the SEC on July 16,
2002, and is incorporated by reference herein.
Set forth below is a summary of the material terms of the Plan and
the outstanding equity interests of the reorganized companies at the Effective
Time:
o At the Effective Time, NTL will be reorganized into two new
groups, the holding companies for which will be the
corporations currently named "NTL Communications Corp." and
"NTL Incorporated." NTL CC will be renamed "NTL Incorporated"
and will be the holding company for substantially all of NTL's
businesses and operations in the UK and Ireland (referred to
herein as "NTL UK and Ireland"), and NTL Inc. will be renamed
"NTL Europe, Inc." and will be the holding company for
substantially all of NTL's businesses and investments in
continental Europe as well as other minority investments and
interests (referred to herein as "NTL Euroco");
o NTL UK and Ireland will have a new nine-member Board of
Directors selected by the Official Creditors' Committee. The
following seven members were named at the Confirmation Hearing
on September 5, 2002: Jeffrey D. Benjamin; James E. Bolin;
David Elstein; William R. Huff; Barclay Knapp; Duncan Lewis;
and George R. Zoffinger. In addition, Mr. Edwin Banks was
named at the Confirmation Hearing to be a member of the Board
of Directors upon the naming of a ninth member. It was also
announced at the Confirmation Hearing that the current
intention of the parties is that the Board of Directors may be
expanded to eleven members in the future to include the
permanent CFO of NTL UK and Ireland (as to which a search has
already commenced) and another person to be named by the new
board. In addition, Barclay Knapp was confirmed as President
and Chief Executive Officer of NTL UK and Ireland;
o NTL Euroco will have a new three-member Board of Directors.
The following three members were named: Michael J. Cochran; H.
Sean Mathis; and Jeffrey A. Brodsky. In addition, Jeffrey A.
Brodsky will serve as Chief Executive Officer of NTL Euroco.
Mr. John F. Gregg will serve as Chief Financial Officer of NTL
Euroco;
o NTL UK and Ireland will issue 200,000,000 shares of common
stock, par value $0.01 per share, together with associated
preferred stock purchase rights (the "NTL UK and Ireland
Common Stock"), and warrants to purchase 35,000,000 shares
(subject to adjustment) of NTL UK and Ireland Common Stock at
an exercise price of $77.47 per share (subject to adjustment)
(the "Series A Warrants"). At the Effective Time, NTL UK and
Ireland will issue the number of shares of NTL UK and Ireland
Common Stock and accompanying Series A Warrants subscribed for
in the Equity Rights Offering. At the Effective Time, NTL UK
and Ireland will issue the number of shares of NTL UK and
Ireland Common Stock subscribed for in the Noteholder Election
Option (and, if applicable, Series A Warrants pursuant to the
Noteholder Election Option oversubscription privilege). NTL UK
and Ireland will reserve (a) 35,000,000 shares of NTL UK and
Ireland Common Stock for issuance upon exercise of the Series
A Warrants, (b) up to 15,000,000 shares of NTL UK and Ireland
Common Stock for issuance upon exercise of the Series A
Warrants which may be subscribed for in the Equity Rights
Offering and the Noteholder Election Option, and (c)
20,000,000 shares of NTL UK and Ireland Common Stock for
issuance upon exercise of the management incentive options
authorized for grant under the NTL UK and Ireland management
incentive plan; and
o NTL Euroco will issue 20,000,000 shares of common stock, par
value $0.01 per share, together with associated preferred
stock purchase rights (the "NTL Euroco Common Stock"), and
7,500,020 shares of preferred stock, par value $0.01 per share
(assuming a $50.00 liquidation preference per share) (the "NTL
Euroco Preferred Stock"). NTL Euroco will reserve 2,000,000
shares of NTL Euroco Common Stock for issuance upon exercise
of the management incentive options authorized for grant under
the NTL Euroco management incentive plan.
As of May 8, 2002, there were 276,626,476 shares of NTL Inc.'s old
common stock, 4,873,529.52 shares of NTL Inc.'s old junior preferred stock and
183,811.52 shares of NTL Inc.'s old senior preferred stock issued and
outstanding. At the Effective Time, the outstanding pre- chapter 11 common
stock and preferred stock of NTL Inc. and all of the publicly-traded debt
securities of NTL (other than the publicly-traded debt securities of NTL
(Triangle) LLC, the publicly traded debt securities of Diamond Holdings, which
will be reinstated under the terms of the Plan, and the publicly-traded debt
securities of Diamond Cable, which will be transferred to NTL UK and Ireland
under the terms of the Plan) will be cancelled in exchange for distributions
from NTL UK and Ireland and NTL Euroco substantially as follows:
o Holders of Diamond Cable's notes will receive their pro rata
share of 27,271,736 shares of NTL UK and Ireland Common Stock;
o Holders of NTL CC's senior notes will receive their pro rata
share of (i) 165,504,192 shares of NTL UK and Ireland Common
Stock, (ii) 75,800 shares of NTL Euroco Preferred Stock
(assuming a $50.00 liquidation preference per share), (iii)
0.725% of the Delaware Cash Amount (as such term is defined in
the Plan), (iv) 5.012% of the NTL Cash Amount (as such term is
defined in the Plan), and (v) the value of 331,222 shares of
NTL Euroco Common Stock;
o Holders of NTL CC's subordinated notes will receive their pro
rata share of (i) 3,292,516 shares of NTL UK and Ireland
Common Stock, (ii) 6,615 shares of NTL Euroco Common Stock,
(iii) 1,520 shares of NTL Euroco Preferred Stock (assuming a
$50.00 liquidation preference per share), (iv) 0.014% of the
Delaware Cash Amount, (v) 0.100% of the NTL Cash Amount, and
(vi) the Noteholder Election Option allocable to holders of
NTL CC's subordinated notes;
o Holders of NTL Delaware's subordinated notes (other than
France Telecom) will receive their pro rata share of (i)
2,661,253 shares of NTL UK and Ireland Common Stock, (ii)
10,692,532 shares of NTL Euroco Common Stock, (iii) 5,987,820
shares of NTL Euroco Preferred Stock (assuming a $50.00
liquidation preference per share), (iv) 85.540% of the
Delaware Cash Amount, and (v) the Noteholder Election Option
allocable to holders of NTL Delaware's subordinated notes
(other than France Telecom);
o Holders of NTL Inc.'s subordinated notes (other than France
Telecom) will receive their pro rata share of (i) 1,270,303
shares of NTL UK and Ireland Common Stock, (ii) 6,270,159
shares of NTL Euroco Common Stock, (iii) 1,434,880 shares of
NTL Euroco Preferred Stock (assuming a $50.00 liquidation
preference per share), (iv) 13.720% of the Delaware Cash
Amount, (v) 94.887% of the NTL Cash Amount, and (vi) the
Noteholder Election Option allocable to holders of NTL Inc.'s
subordinated notes (other than France Telecom);
o Holders of NTL Inc.'s old senior preferred stock will receive
their pro rata share of (i) 2,996,475 Series A Warrants, (ii)
1,284,203 Equity Rights (as such term is defined in the Plan),
and (iii) 642,102 shares of NTL Euroco Common Stock;
o France Telecom will receive in respect of its holdings of NTL
Inc.'s old junior preferred stock (i) 100% of NTL Inc.'s
interest in Suez Lyonnaise Telecom, (ii) 22,402,468 Series A
Warrants, and (iii) 9,601,058 Equity Rights;
o Holders of NTL Inc.'s old common stock will receive their pro
rata share of (i) 9,601,058 Series A Warrants, (ii) 4,114,739
Equity Rights, and (iii) 2,057,369 shares of NTL Euroco Common
Stock; and
o Holders of NTL Inc.'s old warrants and old options will not be
entitled to, and will not, receive or retain any property or
interest on account of such old warrants and old options.
As part of the Plan, France Telecom will make a $25,000,000 payment
at the Effective Time to NTL Euroco.
A statement of the assets and liabilities of NTL UK and Ireland on a
historical cost basis is contained in NTL CC's Quarterly Report on Form 10-Q
for the Three Months Ended June 30, 2002, a copy of which was filed with the
SEC on August 19, 2002, and is incorporated by reference herein. A statement
of the assets and liabilities of NTL Euroco on a historical cost basis is
contained in NTL Inc.'s Quarterly Report on Form 10-Q for the Three Months
Ended June 30, 2002, a copy of which was filed with the SEC on August 14,
2002, and is incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
2.1 Second Amended Joint Reorganization Plan of NTL Incorporated
and Certain Subsidiaries, dated July 15, 2002 (as modified
September 5, 2002)
2.2 Findings of Fact and Conclusions of Law Relating to, and Order
under 11 U.S.C. Section 1129(a) and (b) and Fed. R. Bankr. P.
3020 Confirming, Second Amended Joint Reorganization Plan of
NTL Incorporated and Certain Subsidiaries, dated September 5, 2002
99.1 Press Release issued by NTL Incorporated on September 5, 2002
(incorporated by reference to Exhibit 99.1 to the Current
Report on Form 8-K filed by NTL Incorporated on September 5, 2002)
99.2 Amended Disclosure Statement with Respect to Second Amended
Joint Reorganization Plan of NTL Incorporated and Certain
Subsidiaries, dated July 15, 2002 (incorporated by reference
to Exhibit 99.2 to the Current Report on Form 8-K filed by NTL
Incorporated on July 16, 2002)
99.3 NTL Communications Corp.'s Quarterly Report On Form 10-Q for
the Three Months Ended June 30, 2002 (incorporated by
reference to the Quarterly Report on Form 10-Q filed by NTL
Communications Corp. on August 19, 2002, File No. 0-22616)
99.4 NTL Incorporated's Quarterly Report On Form 10-Q for the Three
Months Ended June 30, 2002 (incorporated by reference to the
Quarterly Report on Form 10-Q filed by NTL Incorporated on
August 14, 2002, File No. 0-30673)
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 COMMUNICATIONS CORP.
(Registrant)
By: /s/ Richard J. Lubasch
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Name: Richard J. Lubasch
Title: Executive Vice President,
General Counsel and Secretary
Dated: September 6, 2002
EXHIBIT INDEX
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Exhibit
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2.1 Second Amended Joint Reorganization Plan of NTL Incorporated
and Certain Subsidiaries, dated July 15, 2002 (as modified
September 5, 2002)
2.2 Findings of Fact and Conclusions of Law Relating to, and Order
under 11 U.S.C. Section 1129(a) and (b) and Fed. R. Bankr. P.
3020 Confirming, Second Amended Joint Reorganization Plan of
NTL Incorporated and Certain Subsidiaries, dated September 5, 2002
99.1 Press Release issued by NTL Incorporated on September 5, 2002
(incorporated by reference to Exhibit 99.1 to the Current
Report on Form 8-K filed by NTL Incorporated on September 5, 2002)
99.2 Amended Disclosure Statement with Respect to Second Amended
Joint Reorganization Plan of NTL Incorporated and Certain
Subsidiaries, dated July 15, 2002 (incorporated by reference
to Exhibit 99.2 to the Current Report on Form 8-K filed by NTL
Incorporated on July 16, 2002)
99.3 NTL Communications Corp.'s Quarterly Report On Form 10-Q for
the Three Months Ended June 30, 2002 (incorporated by
reference to the Quarterly Report on Form 10-Q filed by NTL
Communications Corp. on August 19, 2002, File No. 0-22616)
99.4 NTL Incorporated's Quarterly Report On Form 10-Q for the Three
Months Ended June 30, 2002 (incorporated by reference to the
Quarterly Report on Form 10-Q filed by NTL Incorporated on
August 14, 2002, File No. 0-30673)