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) NOVEMBER 23, 1999
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NTL COMMUNICATIONS CORP.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-22616 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 5. Other Events.
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A. On November 23, 1999, NTL Incorporated ("NTL"), the parent entity of NTL
Communications Corp. (the "Company"), announced that it had completed the
previously announced sale (through NTL (Triangle) LLC, a wholly-owned subsidiary
of the Company) of its 50% interest in Cable London plc to Telewest
Communications plc for 428 million pounds sterling (approximately $695 million)
in cash. The purchase price implies an enterprise value for 100% of Cable London
of approximately 1 billion pounds sterling (approximately $1.6 billion). The
total Cable London franchise consists of approximately 440,000 homes. The sale
is pursuant to the provisions of a buy/sell agreement between the parties
related to NTL's purchase in 1998 of Comcast UK Cable Partners Limited.
B. On November 24, 1999, the Company, announced that it had consummated a
concurrent offering of Euro Senior Notes Due 2006 (the "2006 Notes"), Euro
Senior Notes Due 2009 (the "2009 Notes") and Euro Deferred Coupon Notes Due
2009, (the "Deferred Notes", collectively, the "Notes").
The Company raised approximately Euro 250 million of gross proceeds from
the offering of 2006 Notes, Euro 350 million of gross proceeds from the offering
of 2009 Notes and approximately Euro 120 million of gross proceeds from the
offering of Deferred Notes. The 2006 Notes were issued in an aggregate principal
amount of Euro 250 million and will pay cash interest semi-annually at the rate
of 9.25% per annum. The 2009 Notes were issued in an aggregate principal amount
of Euro 350 million and will pay cash interest semi-annually at the rate of
9.875% per annum. The Deferred Notes were issued at 57.333% of their aggregate
principal amount at maturity of Euro 210 million. The issue price of the
Deferred Notes represents a yield to maturity of 11.50%. The Deferred Notes will
accrete until November 15, 2004 and then pay cash interest semi-annually at the
rate of 11.50% per annum, commencing May 15, 2005.
The proceeds of the offering were used to repay, in its entirety, the
bridge facility entered into to finance the acquisition of Cablelink Limited.
Item 7. Financial Statements and Exhibits.
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Exhibits
99.1 Press release, issued November 23, 1999
99.2 Press release, issued November 24, 1999
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 thereunto 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: November 24, 1999
EXHIBIT INDEX
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Exhibit Page
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99.1 Press release, issued November 23, 1999
99.2 Press release, issued November 24, 1999