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):
January 16, 2003
NTL INCORPORATED
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(Exact Name of Registrant as Specified in Charter)
Delaware 001-22616 52-1822078
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) 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
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(Former Name or Former Address, if Changed Since Last Report)
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press release issued January 16, 2003
99.2 Order of the United States Bankruptcy Court for the Southern District
of New York, dated January 16, 2003
Item 9. Regulation FD Disclosure.
NTL Incorporated ("NTL" or the "Company") announced on the morning of
January 16, 2003 (the "Announcement") that following a hearing held on the
evening of January 15, 2003, US Bankruptcy Judge Alan Gropper has scheduled a
hearing for January 28, 2003 to further consider issues related to the
settlement of the when issued trading in the Company's stock (NTIWV). At the
time of the Announcement, the final order of the United States Bankruptcy
Court for the Southern District of New York (the "Final Order") had not yet
been signed by the judge, but contrary to a media report, NTL clearly
understood that the Court did not intend to consider the possibility of
revocation of the confirmed Reorganization Plan or the possibility of changing
the Company's capitalization. The proposed order addressed only issues
concerning the settlement of trades in the former when issued market in NTL
common stock that was extant from September 6 to January 10, 2003. The
Announcement is attached as Exhibit 99.1 hereto and is incorporated by
reference herein in its entirety.
Shortly after the Announcement was issued, the Final Order was
entered with the United States Bankruptcy Court for the Southern District of
New York. As the Announcement indicated, the Final Order does not consider the
possibility of revocation of the confirmed Reorganization Plan or the
possibility of changing the Company's capitalization. The Final Order is
attached as Exhibit 99.2 hereto and is incorporated by reference herein in its
entirety.
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
(Registrant)
By: /s/ Richard J. Lubasch
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Name: Richard J. Lubasch
Title: Executive Vice President,
General Counsel and Secretary
Date: January 16, 2003
EXHIBIT INDEX
Exhibit
99.1 Press release issued January 16, 2003
99.2 Order of the United States Bankruptcy Court for the Southern District
of New York, dated January 16, 2003
Exhibit 99.1
[NTL Logo]
NTL Comments on Court Hearing
NEW YORK and LONDON, January 16, 2003 - NTL Incorporated (NASDAQ: NTLI) today
reported that following a hearing held yesterday evening, US Bankruptcy Judge
Alan Gropper has scheduled a hearing for January 28, 2003 to further consider
issues related to the settlement of the when issued trading in NTL stock
(NTIWV).
Although the final order has not yet been signed by the judge, contrary to a
media report, NTL clearly understands that the Court does not intend to
consider the possibility of revocation of the confirmed Reorganization Plan or
the possibility of changing the Company's capitalization. The proposed order
addresses only issues concerning the settlement of trades in the former when
issued market in NTL common stock that was extant from September 6 to January
10, 2003.
NTL emerged from bankruptcy protection on Friday January 10, 2003, and issued
50,500,969 shares of new common stock. Four hundred million shares of common
stock were authorized. The Company's common stock (CUSIP 62940M104) and Series
A warrants (CUSIP 62940M138) have begun to trade on NASDAQ commencing Monday,
January 13, 2003 under the symbols of NTLI and NTLIW, respectively. Shares of
common stock of Old NTL, which previously traded under the symbol NTLDQ, have
been cancelled.
-Ends-
For more information on NTL Incorporated (formerly known as NTL Communications
Corp.) contact:
In the US:
Analysts, Debt and Equity Holders:
Bret Richter, Senior Vice President Corporate Finance and Development
Tamar Gerber, Director - Investor Relations
Tel: (+1) 212 906 8440, or via e-mail at investor_relations@ntli.com
Media:
Steve Lipin - The Brunswick Group
Tel: +1 212 333 3810
In the UK:
Analysts, Debt and Equity Holders:
Virginia Ramsden, +44 (0)20 7746 6826, or via e-mail at
investorrelations@ntl.com
Media:
Alison Kirkwood, +44 (0)1256 752 662 / (0)7788 186154
Justine Parrish, +44 (0) 207 746 4096 / (0)7966 421 991
Exhibit 99.2
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
_________________________________________x
:
In re: : CHAPTER 11
:
NTL INCORPORATED, et al. : Case No. 02-41316 (ALG)
:
:
Debtors.:
_________________________________________x
ORDER
Upon the Emergency Motion (the "Motion") of Maxcor Financial Inc.,
Owl Creek Asset Management, L.P., JMB Capital Partners L.P., Highbridge/Zwirn
Capital Management, LLC, and Salomon Brothers Holding Company (the "Movants")
pursuant to Section 105(a) of the Bankruptcy Code and Rule 9024 of the Federal
Rules of Bankruptcy Procedure for (i) Clarification of this Court's Order of
November 20, 2002 (the "November 20 Order") authorizing modifications to the
above captioned Reorganized Debtors' confirmed Second Amended Joint Plan of
Reorganization (the "Plan"), and (ii) modification of the terms of certain
"when-issued" trades of the securities issued pursuant to the Plan; and
sufficient cause appearing therefor, it is hereby:
ORDERED that a hearing (the "Hearing") shall be held on January 28,
2003 at 11:30 a.m. on the Motion and the requested clarification of the
November 20 Order, to the effect that the modification of the Plan, as
authorized by the November 20 Order, to effectuate a reverse stock split of
the New NTL Common Stock (as defined in the Plan) shall provide for a
proportionate adjustment to any trades of the New NTL Common Stock on the
"when-issued" market that were made or contemplated from the date of
confirmation of the Plan (the "Confirmation Date") through and including the
effective date of the reverse stock split; and it is further
ORDERED that pending the hearing and determination of the Motion,
based on the Reorganized Debtors' election to implement a one for four reverse
stock split on or about December 30, 2002, as reflected in the modified Second
Amended Plan filed on January 10, 2003 (the "Modified Plan"), any given seller
of New NTL Common Stock (as defined in the Plan) on the "when-issued" market
(each trade hereinafter a "Transaction") may, in its discretion, settle the
Transaction to which it is a party, and the buyer in that Transaction is
required to accept such settlement, on the basis that would exist if such
trades were amended and modified by (i) reducing the number of shares traded
in each such Transaction to 25% of the number of shares originally traded in
such Transaction, and (ii) by increasing the new per share price to 400% of
the per share price of the original Transaction so that the total
consideration in the Transaction remains the same; and it is further
ORDERED that from and after the date and time that this Order is
entered, all parties to Transactions to be settled in accordance with the
prior paragraph, and broker-dealers and custodians (other than registered
clearing agencies and OMGEO) clearing and settling Transactions, shall enter
appropriate instructions to the appropriate entity, including but not limited
to clearing broker-dealers or custodians or others, and make all appropriate
entries in their books and records and take all other actions reasonably
necessary to enter additional transactions that will offset deliveries made in
respect of such Transactions in excess of those necessary to effectuate the
intended settlement, provided that all affected entities shall reserve any and
all rights to object thereto at the Hearing and seek damages or other relief
in connection therewith, further provided, and notwithstanding anything in
this or the preceding paragraph, as between National Securities Clearing
Corporation ("NSCC") and its members, all transactions due to settle on
January 16, 2003 and thereafter, shall proceed in accordance with the rules
and procedures of NSCC, and all entities that settle on that basis may also
appear at the Hearing, be heard and seek damages or other relief; and it is
further
ORDERED that as soon as practical but in any event no later than
January 21, 2003, the Reorganized Debtors shall (a) serve a copy of this Order
via overnight courier (or in respect of clause (iv) below, by electronic
means) upon (i) the United States Trustee for the Southern District of New
York; (ii) the Nasdaq Stock Market, Inc., and the National Association of
Securities Dealers; (iii) all parties who filed notices of appearance in these
cases; and (iv) all entities which are members of NSCC; (b) post a copy of
this Order through Bloomberg or a similar news-wire service; and (c) publish a
copy of this Order in The Wall Street Journal (National Edition); and it is
further
ORDERED that any objections to the relief sought in the Motion or
granted herein shall be filed on or before January 23, 2003 at 5:00 p.m. and
served so as to be received by hand delivery, telecopy or e-mail by the same
time by (i) Kenneth H. Eckstein, Esq., Kramer, Levin, Natfalis & Frankel, 919
Third Avenue, New York, New York 10022, counsel for the movants, and (ii)
Kayalyn A. Marafioti, Skadden, Arps, Slate, Meagher & Flom LLP, Four Times
Square, New York, New York 10036-6522, counsel for the Reorganized Debtors
NTL Incorporated, et al; and it is further
ORDERED that responses, if any, shall be filed on or before January
27, 2003 at 12:00 noon and served so as to be received by hand delivery,
telecopy or e-mail by the same time by (i) Kayalyn A. Marafioti, Esq., Skadden,
Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036-
6522, counsel for the Reorganized Debtors NTL Incorporated, et al., and (ii)
any parties who filed objections to this order; and it is further
ORDERED that any party affected hereby may seek emergency relief from
the terms hereof, for cause shown.
Dated: New York, New York
January 16, 2003
/s/ Allan L. Gropper
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Honorable Allan L. Gropper
United States Bankruptcy Judge