-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M2WuC1/omKWnXjLCgalzEa0QBZD5rjFwwkZUuZvck+VZ0nAdfO9xrQWeGtjStdaM 4Rms2eP7/pqc5KoU4imKLw== 0000906347-00-000005.txt : 20000211 0000906347-00-000005.hdr.sgml : 20000211 ACCESSION NUMBER: 0000906347-00-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000204 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NTL COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000906347 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 521822078 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-22616 FILM NUMBER: 531429 BUSINESS ADDRESS: STREET 1: 110 E 59TH ST STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129068440 MAIL ADDRESS: STREET 1: 110 EAST 59TH STREET STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: NTL INC /DE/ DATE OF NAME CHANGE: 19970326 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL CABLETEL INC DATE OF NAME CHANGE: 19930601 8-K 1 FORM 8-K - 2/04/2000 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) FEBRUARY 4, 2000 ------------------- 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 February 4, 2000, NTL Incorporated ("NTL") announced that Britain's 12 leading racecourses had entered a period of exclusive negotiation with a consortium of the BBC, Channel 4 and Premium TV, a subsidiary of NTL, for a deal in excess of 200 million pounds sterling to take televised racing into the digital age The deal under discussion, which would run for 10 years, covers worldwide rights - including terrestrial television, interactive TV and internet - to all racing at the Super 12 group of British racecourses. It will guarantee continued terrestrial coverage of Britain's premier races and race meetings. In addition to the rights payment, the consortium will provide marketing support to a value of 25 million pounds sterling over the 10 years. (B) On February 7, 2000, Microsoft Corporation exercised its right to convert into Common Stock all its shares of all Series of the 5-1/4% Convertible Preferred Stock of NTL, including accrued and unpaid dividends. In connection with the exercise of the conversion rights, a total of 8,229,200 shares of NTL common stock were issued to Microsoft and shall remain subject to a contractual prohibition of transfer to any non-affiliated entity until January 28, 2001. In connection with the conversion, all outstanding shares of all Series of 5-1/4% Convertible Preferred Stock of NTL, all of which had been held by Microsoft, have been cancelled. (C) On February 8, 2000, NTL commented on the announcement of the provisional findings on the bundling of telephony and television issued by the ITC and OFTEL. Item 7. Financial Statements and Exhibits. - ------- ---------------------------------- Exhibits 99.1 Press release, issued February 4, 2000 99.2 Press release, issued February 8, 2000 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: February 10, 2000 EXHIBIT INDEX ------------- Exhibit Page - ------- ---- 99.1 Press release, issued February 4, 2000 99.2 Press release, issued February 8, 2000 EX-99 2 PRESS RELEASE, DATED FEBRUARY 4, 2000 EXHIBIT 99.1 FOR IMMEDIATE RELEASE NTL INCORPORATED ANNOUNCES AGREEMENT TO TAKE RACING INTO THE DIGITAL FUTURE New York, New York (February 4, 2000) - Britain's 12 leading racecourses have entered a period of exclusive negotiation with a consortium of the BBC, Channel 4 and Premium TV, a subsidiary of NTL Incorporated (NASDAQ: NTLI; EASDAQ: NTLI), for a deal in excess of 200 million pounds sterling to take televised racing into the digital age. The parties reached provisional agreement on a rights deal today and aim to finalize details of the contract in the coming weeks. The deal under discussion, which would run for 10 years, covers worldwide rights - - including terrestrial television, interactive TV and internet - to all racing at the Super 12 group of British racecourses. It will guarantee continued terrestrial coverage of Britain's premier races and race meetings. In addition to the rights payment, the consortium will provide marketing support to a value of 25 million pounds sterling over the 10 years. Peter Savill, Chairman of the British Horseracing Board, said: "I'm delighted that a basic agreement between the major racecourses and a very professional group of media companies has been reached although final details have still to be worked out. It was important to move quickly on this issue to secure Racing's finances and the 12 racecourses have negotiated an excellent deal from which all sections of Racing will benefit." BBC Director of Television, Alan Yentob, said: "This is a great deal for racing fans. The Super 12 racecourses have taken an imaginative decision that will secure a bright future for racing in the digital age. The partnership of Channel 4, NTL and the BBC will create a powerful alliance, which will deliver new opportunities for racing on every broadcast platform. The big events, which draw the nation as a whole into racing, like the Grand National, Royal Ascot and Glorious Goodwood, will continue to enjoy the highest profile on the BBC." Channel 4's Managing Director, David Scott, added: "Channel 4 has been at the forefront of televised horseracing for 14 years and we are delighted by the prospect of playing a prominent role in what promises to be an exciting future. This is an extremely innovative deal that will make best use of the opportunities opened up by new technology to ensure horseracing prospers in a digital environment." Geoffrey Hamilton-Fairley, Chief Executive of Premium TV, said: "This consortium brings together the best players to deliver the best future for televised horseracing. It is also further evidence of PTV's commitment to develop innovative sports content for digital platforms. We recently announced a deal with BBC Sport and BBC Worldwide to jointly develop the BBC Sports Library and we welcome the opportunity to work with Channel 4 and the British Horseracing Board." * * * * * For more information please contact: In the UK: David Hillyard, Managing Director, RHT - 0207 487 5156/0207 343 3263 Kim Deshayes, Managing Director, Newmarket - 0207 487 5156/0207 343 3263 Douglas Erskine-Crum, Chief Executive, Ascot - 0207 487 5156/0207 343 3263 Matt Baker, Channel 4 - 0207 306 8666 Mike Hales/Alison Green, BBC Sport - 0208 225 9900 Will Robson, NTL - 01256 752661 In the US: John F. Gregg, Chief Financial Officer - 212-906-8440 Richard J. Lubasch, Executive Vice President-General Counsel- 212-906-8440 Erik Tamm, Investor Relations - 212 906-8440 Or e-mail: investor-relations@ntli.com. EX-99 3 PRESS RELEASE, DATED FEBRUARY 8, 2000 EXHIBIT 99.2 FOR IMMEDIATE RELEASE NTL STATEMENT IN RESPONSE TO ITC AND OFTEL PROVISIONAL FINDINGS ON THE BUNDLING OF TELEPHONY AND TELEVISION New York, New York; (February 8, 2000) - Barclay Knapp, President and CEO of NTL Incorporated (Nasdaq: NTLI; Easdaq: NTLI) said today "the ITC and OFTEL report is short and to the point because its conclusions were easy to arrive at: our packaging of TV and telephony is great for customers. I am delighted that the regulators have decided to throw out Sky's complaint. NTL's emergence as the UK's leading cable operator is built on an ability to deliver great products and services that its customers want - in a very competitive marketplace. This is borne out by penetration and churn rates consistently much higher than industry averages. Since 1993, NTL has invested over 3 billion pounds sterling in building a broadband network that brings these services to UK homes within its franchises. This report is an endorsement of the way in which NTL delivers and markets telephony and pay TV services over that network." * * * * * For further information: In the US: John F. Gregg, Senior Vice President - Chief Financial Officer Richard J. Lubasch, Executive Vice President - General Counsel Bret Richter, Director - Corporate Development Erik Tamm, Investor Relations Tel: (212) 906-8440 In the UK: Alison Smith, Head of Group Communications (01252) 402662 or via e-mail at investor_relations@ntli.com -----END PRIVACY-ENHANCED MESSAGE-----