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 12, 1999
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NTL (TRIANGLE) LLC
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-24792 13-4086747
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation File Number) Identification No.)
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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(Effective November 14, 1999, NTL (Bermuda) LLC changed its name to NTL
(Triangle) LLC)
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(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.
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On November 23, 1999, NTL (Triangle) LLC (formerly NTL (Bermuda) LLC)
completed the sale of its 50% interest in Cable London plc to Telewest
Communications plc for (UK Pound) 428 million (approximately $705 million) in
cash. 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.
NTL (Triangle) LLC is filing certain unaudited pro forma financial data in
Exhibit 99.1 hereto.
A copy of the press release issued by NTL Incorporated, the parent entity
of NTL (Triangle) LLC, relating to the Cable London sale is filed as Exhibit
99.3 hereto.
Item 5. Other Events.
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Effective November 14, 1999, NTL (Bermuda) Limited was converted into NTL
(Bermuda) LLC, pursuant to the provisions of the Delaware Limited Liability
Company Act and subject to the laws of the Island of Bermuda. In addition,
effective November 14, 1999, NTL (Bermuda) LLC changed its name to NTL
(Triangle) LLC.
A copy of the Certificate of Formation, Certificate of Amendment and
Corrected Certificate of Conversion relating to the formation and name change of
the limited liability company and the conversion are filed as Exhibit 3.1,
Exhibit 3.2 and Exhibit 99.2, respectively, hereto and are incorporated herein
by reference.
The operating agreement of NTL (Triangle) LLC is filed as Exhibit 3.3
hereto and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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NTL (Triangle) LLC is filing certain unaudited pro forma financial data in
Exhibit 99.1 hereto.
Exhibits
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3.1 Certificate of Formation, filed with the Delaware Secretary of State
on November 12, 1999
3.2 Certificate of Amendment, filed with the Delaware Secretary of State
on November 18, 1999
3.3 Operating Agreement of NTL (Triangle) LLC, dated as of November 14,
1999
99.1 Unaudited Pro Forma Financial Data
99.2 Corrected Certificate of Conversion, filed with the Delaware Secretary
of State on November 16, 1999
99.3 Press release, issued November 23, 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 hereunto duly authorized.
NTL (Triangle) LLC
(Registrant)
By: NTL GROUP LIMITED, its
Managing Member
By: /s/ Robert Mackenzie
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Name: Robert Mackenzie
Title: Secretary
Dated: December 9, 1999
EXHIBIT INDEX
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Exhibit
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3.1 Certificate of Formation, filed with the Delaware Secretary of State
on November 12, 1999
3.2 Certificate of Amendment, filed with the Delaware Secretary of State
on November 18, 1999
3.3 Operating Agreement of NTL (Triangle) LLC, dated as of November 14,
1999
99.1 Unaudited Pro Forma Financial Data
99.2 Corrected Certificate of Conversion, filed with the Delaware Secretary
of State on November 16, 1999
99.3 Press release, issued November 23, 1999