-----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, JOw43fiHImhnGsLkS14M3g2GC6DwlPo277aaxTioPiuDgiGhrCImMVxe9SIoBRYH k9Ci5+5Zrn77rqfGPDypPQ== 0000950103-98-000945.txt : 19981110 0000950103-98-000945.hdr.sgml : 19981110 ACCESSION NUMBER: 0000950103-98-000945 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981109 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NTL INC /DE/ 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 SEC ACT: SEC FILE NUMBER: 005-43211 FILM NUMBER: 98741068 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: INTERNATIONAL CABLETEL INC DATE OF NAME CHANGE: 19930601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMCAST UK HOLDINGS INC CENTRAL INDEX KEY: 0000939345 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1500 MARKET ST CITY: PHILADELPHIA STATE: PA ZIP: 19102 BUSINESS PHONE: 2156651700 MAIL ADDRESS: STREET 1: 1500 MARKET ST CITY: PHILADELPHIA STATE: PA ZIP: 19102 SC 13G 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )(*) NTL Incorporated ------------------------------------------------------- (Name of Issuer) Common Stock ------------------------------------------------------- (Title of Class of Securities) 459216107 ------------------------------------------------------- (CUSIP Number) October 29, 1998 ------------------------------------------------------- (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 the disclosures provided in a prior cover page. The information required in 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 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). CUSIP No. 459216107 13G Page 2 of 6 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) COMCAST U.K. HOLDINGS, INC. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION DE 5. SOLE VOTING POWER 4,820,790 NUMBER OF SHARES 6. SHARED VOTING POWER BENEFICIALLY OWNED BY NONE EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON WITH 4,820,790 8. SHARED DISPOSITIVE POWER NONE 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,820,790 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.01% (see Item 4(a)) 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1(a). Name of Issuer: NTL Incorporated (the "Company"). Item 1(b). Address of Issuer's Principal Executive Offices: 110 East 59th Street, New York, New York 10022. Item 2(a), (b) and (c). Name of Person Filing; Address of Principal Business Office; Citizenship: This statement is being filed by Comcast U.K. Holdings, Inc., a Delaware corporation ("UK Holdings"). UK Holdings is a direct wholly owned subsidiary of Comcast International Holdings, Inc., a Delaware corporation ("CIH"). CIH is a direct wholly owned subsidiary of Comcast Corporation, a Pennsylvania corporation ("Comcast"). As of September 30, 1998, Sural Corporation, a Delaware corporation ("Sural"), is the owner of 795,038 shares of Comcast's Class A Common Stock and is the sole owner of Comcast's Class B Common Stock outstanding. Mr. Brian L. Roberts, President and a director of Comcast has sole voting power over stock representing a majority of voting power of all Sural stock. Pursuant to Rule 13d-3 of the Securities Exchange Act of 1934 (the "Exchange Act"), Mr. Roberts is deemed to be the beneficial owner of Comcast's Class A Common Stock owned by Sural. Mr. Robert's beneficial ownership also includes 2,705 shares of Comcast's Class A Common Stock owned directly and 1,356 shares of Comcast's Class A Common Stock owned by his wife, as to which shares he disclaims beneficial ownership. Furthermore, pursuant to Rule 13d-3 of the Exchange Act, Mr. Roberts is deemed to be the beneficial owner of Comcast's Class B Common Stock owned by Sural. Since each share of Comcast's Class B Common Stock is entitled to fifteen votes, the shares of Comcast's Class A Common Stock and Comcast's Class B Common Stock owned by Sural constitute approximately 81% of the voting power of the two classes of Comcast's voting common stock combined as of September 30, 1998. Comcast's Class B Common Stock is convertible on a share-for-share basis into Comcast's Class A Common Stock or Comcast's Class A Special Common Stock. If Sural were to convert Comcast's Class B Common Stock that it beneficially owns into Comcast's Class A Common Stock, Mr. Roberts would beneficially own 9,585,349 shares of Comcast's Class A Common Stock (approximately 23.6% of Comcast's Class A Common Stock). The principal business address of Comcast and Brian L. Roberts is 1500 Market Street, Philadelphia, Pennsylvania 19102-2148. The principal business address of each of UK Holdings, CIH and Sural is 1105 N. Market Street, Wilmington, Delaware 19801. Item 2(d). Title of Class of Securities: The class of securities to which this statement relates is the Common Stock of the Company. Item 2(e). CUSIP Number: 459216107. Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act; (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act; (c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act; (d) [ ] Investment company registered under Section 8 of the Investment Company Act; (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d- 1(c), check this box. [X] Item 4. Ownership. (a) Amount Beneficially Owned. On October 29, 1998, the Company completed an amalgamation with Comcast UK Cable Partners Limited (the "Amalgamation"), pursuant to which each Class A Common Share and Class B Common Share of Comcast UK Cable Partners Limited was canceled in consideration for the receipt of .3745 shares of Common Stock of the Company. As a result of the Amalgamation, U.K. Holdings owns 4,820,790 shares of Common Stock of the Company. (b) Percent of Class. 8.01% of the issued and outstanding Common Stock (see Item 4(a)). (c) Deemed Voting Power and Disposition Power: Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 4,820,790 shares of Common Stock (ii) Shared power to vote or to direct the vote None. (iii) Sole power to dispose or to direct the disposition of 4,820,790 shares of Common Stock (iv) Shared power to dispose or to direct the disposition of None. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. [ ] Item 6. Ownership of More than Five Percent on Behalf of Another Person. Inapplicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Inapplicable. Item 8. Identification and Classification of Members of the Group. Inapplicable. Item 9. Notice of Dissolution of Group. Inapplicable. Item 10. Certifications. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE 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:November 9, 1998 COMCAST U.K. HOLDINGS, INC. By: /s/ Jordan R. Nadell ------------------------------ Name: Jordan R. Nadell Title: Vice President The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----