SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------- 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) AUGUST 19, 1999 --------------- NTL COMMUNICATIONS CORP. -------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-22616 52-1822078 - ------------------------------------------------------------------------------- (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) 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) Item 5. Other Events. - ------- ------------- (A) On August 19, 1999, NTL Incorporated ("NTL") agreed to acquire 100% of Workplace Technologies plc ("Workplace"), one of the UK's leading data network service integrators, for 228p per share and a total consideration of approximately 81 million pounds sterling (approximately $129 million) in cash. Workplace shareholders can elect to receive loan notes for their shares in lieu of cash. NTL also assumed approximately 20 million pounds sterling (approximately $32 million) of Workplace net debt. (B) On August 25, 1999 NTL announced that Telewest Communications PLC exercised its right to purchase all of NTL's shares of Cable London PLC and all of NTL's related rights and interests for the purchase price of approximately 428 million pounds sterling (approximately $685 million) in cash. The purchase price implies a total enterprise value for Cable London of approximately 1 billion pounds sterling (approximately $1.6 billion). Item 7. Financial Statements and Exhibits. - ------- ---------------------------------- Exhibits 99.1 Press release, issued August 19, 1999 99.2 Press release, issued August 25, 1999 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/ Richard J. Lubasch -------------------------- Name: Richard J. Lubasch Title: Executive Vice President- General Counsel Dated: September 17, 1999 EXHIBIT INDEX ------------- Exhibit Page - ------- ---- 99.1 Press Release issued, August 19, 1999 99.2 Press Release issued, August 25, 1999