-----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, CtI6HqVUObPJYKcZJ65OC61Bt89QB7If0QfXPeqSNNx2uovBH8shW/Yeni7xLLCX GFWKDU+MQbJH9Y+KhYGCNA== 0000897423-00-000049.txt : 20000214 0000897423-00-000049.hdr.sgml : 20000214 ACCESSION NUMBER: 0000897423-00-000049 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000211 GROUP MEMBERS: COMPOSITE 66, L.P. GROUP MEMBERS: H & S PARTNERS I GROUP MEMBERS: PRIME 66 PARTNERS L P GROUP MEMBERS: PRIME 66 PARTNERS, L.P. SUBJECT COMPANY: 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: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-43211 FILM NUMBER: 534812 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PRIME 66 PARTNERS L P CENTRAL INDEX KEY: 0001061203 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 201 MAIN STREET STREET 2: SUITE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8178783575 SC 13G/A 1 NTL INCORPORATED, SCHEDULE 13G, AMENDMENT NO. 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G** Under the Securities Exchange Act of 1934 (Amendment No. 3)* NTL Incorporated (Name of Issuer) Common Stock, par value $.01 (Title of Class of Securities) 629407107 (CUSIP Number) December 31, 1999 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: / / Rule 13d-1(b) /X/ Rule 13d-1(c) / / Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). **The total number of shares of Stock reported herein is 7,185,205 shares, which constitutes approximately 6.7% of the 106,784,158 shares deemed outstanding pursuant to Rule 13d-3(d)(1). Unless otherwise stated herein, all other ownership percentages set forth herein assume that there are 105,355,584 shares outstanding. CUSIP No. 629407107 1. Name of Reporting Person: Prime 66 Partners, L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization: Texas 5. Sole Voting Power: 5,481,088 Number of Shares Beneficially 6. Shared Voting Power: -0- Owned By Each Reporting 7. Sole Dispositive Power: 5,481,088 Person With 8. Shared Dispositive Power: -0- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 6,501,498 (1) 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / / 11. Percent of Class Represented by Amount in Row (9): 6.1% (2) 12. Type of Reporting Person: PN - ---------- (1) Includes 1,020,410 shares obtainable on conversion of the Issuer's 7.00% Convertible Subordinated Notes due 2008. (2) Pursuant to Rule 13d-3(d)(1)(i), the number of shares deemed to be outstanding is 106,375,994. CUSIP No. 629407107 1. Name of Reporting Person: Composite 66, L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization: Texas 5. Sole Voting Power: -0- Number of Shares Beneficially 6. Shared Voting Power: -0- Owned By Each Reporting 7. Sole Dispositive Power: -0- Person With 8. Shared Dispositive Power: -0- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 275,543 (1) 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / / 11. Percent of Class Represented by Amount in Row (9): 0.3% 12. Type of Reporting Person: PN - ---------- (1) Pursuant to Rule 13d-3(d)(1)(i)(C), such shares may be deemed to be beneficially owned pursuant to the power to terminate a managed account. CUSIP No. 629407107 1. Name of Reporting Person: H & S Partners I 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization: Texas 5. Sole Voting Power: -0- Number of Shares Beneficially 6. Shared Voting Power: -0- Owned By Each Reporting 7. Sole Dispositive Power: -0- Person With 8. Shared Dispositive Power: -0- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 408,164 (1)(2) 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / / 11. Percent of Class Represented by Amount in Row (9): 0.4% (3) 12. Type of Reporting Person: PN - ---------- (1) Represents shares obtainable on conversion of the Issuer's 7.00% Convertible Subordinated Notes due 2008. (2) Pursuant to Rule 13d-3(d)(1)(i)(C), such shares may be deemed to be beneficially owned pursuant to the power to terminate a managed account. (3) Pursuant to Rule 13d-3(d)(1)(i), the number of shares deemed to be outstanding is 105,763,748. Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby amend their Schedule 13G Statement dated May 14, 1998, as amended by Amendment No. 1 dated February 5, 1999, as amended by Amendment No. 2 dated February 19, 1999 (the "Schedule 13G"), relating to the Common Stock, par value $0.01 per share (the "Stock"), of NTL Incorporated (the "Issuer"). Unless otherwise indicated, all defined terms used herein shall have the same meanings as those set forth in the Schedule 13G. Item 4. Ownership. Item 4 is hereby amended and restated in its entirety as follows: (a) - (b) Reporting Persons Prime Pursuant to Rule 13d-3(a), Prime is the beneficial owner of 5,481,088 shares of the Stock, which constitutes approximately 5.2% of the outstanding shares of Stock. In addition, pursuant to Rule 13d-3(d)(1)(i), Prime may be deemed to be the beneficial owner of an additional 1,020,410 shares of the Stock obtainable upon conversion of $50,000,000 principal amount of the Issuer's 7.00% Convertible Subordinated Notes due 2008 (the "Bonds") held by Prime, which constitutes 1.0% of the shares of Stock deemed to be outstanding thereunder. Composite Pursuant to Rule 13d-3(a), Composite is the beneficial owner of 275,543 shares of the Stock, which constitutes approximately 0.3% of the outstanding shares of Stock. H&S Pursuant to Rule 13d-3(d)(1)(i), H&S may be deemed to be the beneficial owner of 408,164 shares of the Stock obtainable upon conversion of $20,000,000 principal amount of the Bonds held by H&S, which constitutes 0.4% of the shares of Stock deemed to be outstanding thereunder. Controlling Persons Each of (1) Genpar, as one of two general partners of Prime and Composite and (2) Carmel, as the sole general partner of Genpar, may, pursuant to Rule 13d 3 of the Act, be deemed to be the beneficial owner of 6,777,041 shares of the Stock, which constitutes approximately 6.4% of the outstanding shares of Stock. In his capacity as the sole shareholder of Carmel, Hallman may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 6,777,041 shares of the Stock, which constitutes approximately 6.4% of the outstanding shares of Stock. In its capacity as one of two general partners of Prime and Composite, P-66 may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 6,777,041 shares of the Stock, which constitutes approximately 6.4% of the outstanding shares of Stock. In its capacity as the sole shareholder of P-66, Trust may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 6,777,041 shares of the Stock, which constitutes approximately 6.4% of the outstanding shares of Stock. In his capacity as a Trustee of Trust, SRB may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 6,777,041 shares of the Stock, which constitutes approximately 6.4% of the outstanding shares of Stock. Each of (1) HBST and (2) SBST, as the two general partners of H&S, may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 408,164 shares of the Stock, which constitutes approximately 0.4% of the outstanding shares of Stock. Each of (1) PCIC, because of its position as the trustee of HBST and SBST, and (2) PCPC, because of its position as the sole shareholder of PCIC, may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 408,164 of the Stock, which constitutes approximately 0.4% of the outstanding shares of the Stock. To the best of the knowledge of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any shares of the Stock. (c) Reporting Persons Prime Acting through its two general partners, Genpar and P-66, Prime has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 5,481,088 shares of the Stock. Composite Composite has no power to vote or to direct the vote or to dispose or direct the disposition of any shares of the Stock. H&S H&S has no power to vote or to direct the vote or to dispose or direct the disposition of any shares of the Stock. Controlling Persons Acting through its general partner, Carmel, and in its capacity as one of two general partners of Prime and Composite, Genpar has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 5,481,088 shares of the Stock. In his capacity as the sole shareholder of Carmel, Hallman has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 5,481,088 shares of the Stock. In its capacity as one of two general partners of Prime and Composite, P-66 has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 5,481,088 shares of the Stock. In its capacity as the sole shareholder of P-66, Trust has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 5,481,088 shares of the Stock. In his capacity as a Trustee of Trust, SRB has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 5,481,088 shares of the Stock. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: February 11, 2000 PRIME 66 PARTNERS, L.P. By: P-66, INC., general partner By: /s/ W.R. Cotham W.R. Cotham, Vice President By: P-66 GENPAR, L.P., general partner By: Carmel Land & Cattle Co., general partner By: /s/ W.R. Cotham W.R. Cotham, Vice President COMPOSITE 66, L.P. By: P-66, INC., general partner By: /s/ W.R. Cotham W.R. Cotham, Vice President By: P-66 GENPAR, L.P., general partner By: Carmel Land & Cattle Co., general partner By: /s/ W.R. Cotham W.R. Cotham, Vice President H & S PARTNERS I By: HYATT ANNE BASS SUCCESSOR TRUST, general partner By: SAMANTHA SIMS BASS SUCCESSOR TRUST, general partner By: Panther City Investment Company, Trustee By: /s/ W.R. Cotham W.R. Cotham, President EXHIBIT INDEX EXHIBIT DESCRIPTION 24.1 Power of Attorney authorizing W. Robert Cotham, William O. Reimann IV, Mark L. Hart, Jr., Thomas W. Briggs, and Calvin M. Jackson to act on behalf of Prime 66 Partners, L.P., previously filed. 24.2 Joint Filing Agreement and Power of Attorney authorizing W. Robert Cotham, William O. Reimann IV, Mark L. Hart, Jr., Thomas W. Briggs, and Calvin M. Jackson to act on behalf of Prime 66 Partners, L.P. and Composite 66, L.P., previously filed. 24.3 Joint Filing Agreement and Power of Attorney authorizing W. Robert Cotham, William O. Reimann IV, Mark L. Hart, Jr., Thomas W. Briggs, and Calvin M. Jackson to act on behalf of H & S Partners I previously filed. -----END PRIVACY-ENHANCED MESSAGE-----