SC 13D/A 1 ntl13dam1.txt SC13DAM1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* NTL INCORPORATED -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share -------------------------------------------------------------------------------- (Title of Class of Securities) 62940M104 -------------------------------------------------------------------------------- (CUSIP Number) Edward T. Dartley W.R. Huff Asset Management Co., L.L.C. 67 Park Place Morristown, New Jersey 07960 (973) 984-1233 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 16, 2004 -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule l3G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. * 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). Cusip No. 62940M104 -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): William R. Huff -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions): (a) Not (b) Applicable -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions): Not Applicable -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): Not Applicable -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: United States -------------------------------------------------------------------------------- Number of 7. Sole Voting Power: * ------------------------------------------- Shares Beneficially 8. Shared Voting Power: * ------------------------------------------- Owned by Each Reporting 9. Sole Dispositive Power: * ------------------------------------------ Person With 10. Shared Dispositive Power: * ------------------------------------------ -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 10,448,529 -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 11.9%* -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions): IA, IN -------------------------------------------------------------------------------- * W.R. Huff Asset Management Co., L.L.C., a Delaware limited liability company ("Huff Asset Management"), and certain other limited partnerships and limited liability companies affiliated with Huff Asset Management (together with Huff Asset Management, the "Huff Entities"), for their clients and/or on behalf of certain separately managed accounts (collectively, the "Accounts"), have been issued and/or have acquired, in the aggregate, 10,448,529 shares of common stock, par value $0.01 per share (the "Shares"), of NTL Incorporated, a Delaware corporation (the "Company"). William R. Huff possesses sole power to vote and direct the disposition of all securities of the Company held by or on behalf of the Huff Entities and/or the Accounts. Thus, as of September 16, 2004, for the purposes of Reg. Section 240.13d-3, William R. Huff is deemed to beneficially own 10,448,529 Shares, or approximately 11.9% of the Shares deemed issued and outstanding as of that date. Mr. Huff's interest in the Shares is limited to his pecuniary interest, if any, in the Huff Entities and/or the Accounts. See Item 5 for further information. Item 5. Interest in Securities of the Issuer. ------------------------------------ Based upon information in the Company's Form S-8, as filed by the Company with the Securities and Exchange Commission on September 9, 2004, there were 87,577,986 Shares issued and outstanding as of August 26, 2004. As of September 16, 2004, the Huff Entities, for their clients and/or on behalf of the Accounts, have been issued and/or have acquired, in the aggregate, 10,448,529 Shares. William R. Huff possesses sole power to vote and direct the disposition of all securities of the Company held by or on behalf of the Huff Entities and/or the Accounts, subject to the internal screening and other securities law compliance procedures of the Huff Entities described below. Thus, as of September 16, 2004, for the purposes of Reg. Section 240.13d-3, William R. Huff is deemed to beneficially own 10,448,529 Shares, or approximately 11.9% of the Shares deemed issued and outstanding as of that date. Mr. Huff disclaims any pecuniary interest in the Shares. The Huff Entities have in place appropriate internal screening procedures and other securities law compliance policies that from time to time require Mr. Huff to delegate to one or more employees of the Huff Entities transaction and/or securities disposition authority with respect to certain entities, including the Company. All such employees serve under the ultimate direction, control and authority of Mr. Huff. The following table details the transactions during the sixty days prior to September 16, 2004 in Shares, or securities convertible into, exercisable for or exchangeable for Shares, by Mr. Huff or any other person or entity controlled by him or any person or entity for which he possesses voting or investment control over the securities thereof (each of which were effected in an ordinary brokerage transaction): (Purchases) NONE (Sales) Date Quantity Price ---- -------- ----- July 27, 2004 37,940 $53.4349 July 28, 2004 15,530 $52.7690 July 30, 2004 10,000 $51.8677 August 31, 2004 4,512 $54.11 September 16, 2004 1,255 $59.49 In addition to the transactions detailed in the above table, during the sixty days prior to September 16, 2004, Mr. Huff ceased to possess sole power to vote and direct the disposition of an aggregate of 378,386 Shares. 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. September 30, 2004 /s/ William R. Huff ---------------------------------------- William R. Huff, on behalf of W.R. Huff Asset Management Co., L.L.C., certain limited partnerships and limited liability companies affiliated with W.R. Huff Asset Management Co., L.L.C. and certain separately managed accounts. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).