8-A12G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 8-A/A

(Amendment No. 2)

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934

NTL INCORPORATED
(formerly known as Telewest Global, Inc.) (Exact name of registrant as specified in its charter)
DELAWARE	59-3778247
(State of Incorporation)	(I.R.S. Employer Identification No.)
909 Third Avenue, Suite 2863	10022
New York, NY	(Zip Code)
(Address of principal executive offices)
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. o	If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. x
Securities Act registration statement file number to
which this relates:	(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be so Registered	Name of Each Exchange on Which Each Class is to be Registered
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value per share(1)
(Title of Class)

(1) This amendment relates to the common stock, par value $0.01 per share, of the registrant and associated rights to purchase the registrant’s Series A junior participating preferred stock, par value $0.01 per share.

This Form 8-A/A amends and supplements the Form 8-A filed by NTL Incorporated, a Delaware corporation which prior to March 3, 2006 was known as Telewest Global, Inc. (“New NTL” or the “Company”), with the Securities and Exchange Commission (the “SEC”) on August 3, 2004, as amended by the Form 8-A/A filed by the Company with the SEC on October 3, 2005.

Item 1. Description of Registrant’s Securities to be Registered.

The description which follows is subject to and qualified in its entirety by reference to the full terms of the Rights Agreement, dated as of March 25, 2004 (the “Original Rights Agreement”), between the Company and The Bank of New York, a New York trust company, as Rights Agent (as such term is defined in the Rights Agreement), which was filed with the SEC as Exhibit 4.36 to its Registration Statement on Form S-4 (Commission File No. 333-110815), as amended by Amendment No. 1 to the Rights Agreement, dated as of October 2, 2005 (the “Amendment No. 1”), between the Company and the Rights Agent, which was filed as Exhibit 10.2 to the Company’s Form 8-A/A filed with the SEC on October 3, 2005, as further amended by Amendment No. 2 to the Rights Agreement, dated as of March 3, 2006 (“Amendment No. 2”), between the Company and the Rights Agent, which is filed as Exhibit 10.3 to this Form 8-A/A (the Original Rights Agreement, as amended by Amendment No. 1 and Amendment No. 2, the “Rights Agreement”). The Rights Agreement is hereby incorporated in its entirety into this Item 1.

Item 1 of the Amended Form 8-A is amended and supplemented by adding the following at the end of such item:

In connection with the anticipated consummation of the merger (the “Merger”), between NTL Holdings Inc., a Delaware corporation formerly known as NTL Incorporated (“Holdings”), and Neptune Bridge Borrower LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Subsidiary”), as contemplated by the Amended and Restated Agreement and Plan of Merger, dated as of December 14, 2005 (the “Original Merger Agreement”), as amended by Amendment No. 1 thereto dated as of January 30, 2006 (“Amendment No. 1”), by and among Telewest, NTL Incorporated, a Delaware corporation (“NTL”), Merger Subsidiary, and, for certain limited purposes, Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Holdings (the Original Merger Agreement, as amended by Amendment No. 1, the “Merger Agreement”), the Company and the Rights Agent entered into the Amendment.

The Amendment provides that: (1) Holdings, Merger Subsidiary and any of their respective Affiliates are exempt from the definitions of “Acquiring Person” and “Interested Shareholder” contained in the Rights Agreement and no “Stock Acquisition Date” or “Distribution Date” (as such terms are defined in the Rights Agreement) or adjustment to the “Purchase Price” (as such term is defined in the Rights Agreement) will occur as a result of (a) the execution, delivery or performance of the Original Merger Agreement or the Merger Agreement, (b) the consummation of the Merger, (c) the consummation of any transaction contemplated by the Merger Agreement, including the reclassification of each outstanding share of common stock, par value $0.01, of the Company (“Company Common Stock”) immediately prior to such reclassification (the “Reclassification”), into (x) 0.2875 of a share of Company Common Stock and (y) one share of Class B redeemable common stock of the Company (“Redeemable Common Stock”), or the redemption of each share of Redeemable Common Stock at the effective time of the Merger, or (d) the public announcement of any of the foregoing; (2) the Rights Agreement and the Rights (as defined in the Rights Agreement) are inapplicable to the shares of Redeemable Common Stock issued in the Reclassification, (3) the references to “25%” contained in the definition of “Acquiring Person” and Section 23 of the Rights Agreement as it relates to an “Acquiring Person” are changed to “15%”, and (4) the terms “Adverse Person” and “Permitted Offer” and any and all references thereto are deleted from the Rights Agreement. The Amendment also provides that the Rights Agreement will terminate only on the close of business on March 2, 2014.

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Item 2: Exhibits.

Item 2 of the Amended Form 8-A is further amended by adding the following:

Exhibit No.	Description
10.3	Amendment No. 2, dated as of March 3, 2006, to the Rights Agreement between Telewest Global, Inc. (now known as NTL Incorporated) and The Bank of New York, as Rights Agent.

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SIGNATURE

     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 INCORPORATED
Date: March 3, 2006	By	/s/ Bryan H. Hall
		Name:	Bryan H. Hall
		Title:	Secretary

EXHIBIT INDEX

Exhibit	Description
10.3	Amendment No. 2, dated as of March 3, 2006, to the Rights Agreement between Telewest Global, Inc. (now known as NTL Incorporated) and The Bank of New York, as Rights Agent.

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EX-10.3

Exhibit 10.3

EXECUTION COPY AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT

     This Amendment No. 2, dated as of March 3, 2006 (this “Amendment”), between Telewest Global, Inc., a Delaware corporation (the “Corporation”), and The Bank of New York, a New York trust company, as Rights Agent (the “Rights Agent”) to the Rights Agreement, dated as of March 25, 2004, and as amended by Amendment No. 1 dated as of October 2, 2005 (the “Rights Agreement”); all capitalized terms not defined herein shall have the meanings ascribed to such terms in the Rights Agreement.

     WHEREAS, the Corporation has entered into an Amended and Restated Agreement and Plan of Merger, dated as of December 14, 2005, as amended by Amendment No. 1 dated as of January 30, 2006 (as may be further amended, supplemented, modified or replaced from time to time, the “Revised Merger Agreement”), by and among the Corporation, NTL Incorporated, a Delaware corporation (“NTL”), Neptune Bridge Borrower LLC, a Delaware limited liability company and wholly owned subsidiary of the Corporation (“Merger Subsidiary”), and, for certain limited purposes thereunder, Merger Sub Inc., a Delaware corporation and a direct and wholly owned subsidiary of NTL (“Original Merger Subsidiary”), pursuant to which Merger Subsidiary will merge with NTL (the “Revised Merger”);

     WHEREAS, the Board of Directors of the Corporation has determined that the Revised Merger Agreement and the terms and conditions set forth therein and the transactions contemplated thereby, including, without limitation, the Revised Merger, are advisable and fair to and in the best interests of the Corporation’s stockholders;

     WHEREAS, the Board of Directors of the Corporation has determined, in connection with its contemplation of the Revised Merger Agreement, that it is necessary and desirable to amend the Rights Agreement in connection with the Revised Merger Agreement and the transactions contemplated thereby, including, without limitation, to prevent the Rights Agreement from terminating at the Effective Time, and to make certain other changes to the Rights Agreement as set forth herein;

     WHEREAS, Section 27 of the Rights Agreement provides that, subject to the provisions of Section 27(b) of the Rights Agreement, prior to the Distribution Date, the Corporation may and the Rights Agent shall, if the Corporation so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares;

     WHEREAS, Section 27 of the Rights Agreement provides that the Rights Agent shall execute this Amendment upon delivery of a certificate from an appropriate officer of the Corporation which states that this Amendment is in compliance with the terms of Section 27 of the Rights Agreement (the “Officer’s Certificate”); and

     WHEREAS, the Officer’s Certificate has been delivered to the Rights Agent and, pursuant to Section 27, the Corporation has directed that the Rights Agreement should be amended as set forth in this Amendment.

     NOW THEREFORE, in consideration of the foregoing premises and mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Corporation and the Rights Agent hereby agree as follows:

Amendment to Section 1(a). Section 1(a) of the Rights Agreement is hereby amended and supplemented by deleting the final sentence thereof and replacing it in its entirety with the following sentence:

“Notwithstanding anything in this Agreement to the contrary, neither NTL Incorporated, a Delaware corporation (“NTL”), nor Neptune Bridge Borrower LLC, a Delaware limited liability company and a wholly owned subsidiary of the Corporation (“Merger Subsidiary”), nor any of NTL’s or Merger Subsidiary’s Affiliates shall become or be deemed to be an Acquiring Person or an Interested Stockholder (as defined herein) as a result of (i) the approval, execution, delivery or performance of (x) the Agreement and Plan of Merger, dated as of October 2, 2005 (the “Original Merger Agreement ”), among the Corporation, NTL and Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of NTL (“Original Merger Sub”), and (y) the Amended and Restated Agreement and Plan of Merger, dated as of December 14, 2005, as amended by Amendment No. 1 dated as of January 30, 2006, among the Corporation, NTL, Merger Subsidiary and, for certain limited purposes thereunder, Original Merger Sub (as further amended, supplemented, modified or replaced from time to time, the “Merger Agreement”), (ii) the consummation of the Merger (as defined in the Merger Agreement), (iii) the consummation of any other transaction contemplated in the Merger Agreement, including the reclassification of each Common Share outstanding immediately prior to the effective time of the reclassification into (A) 0.2875 of a Common Share and (B) one Class B Share (as defined herein), and the redemption of each Class B Share at the effective time of the Merger, or (iv) the public announcement of any of the foregoing.”

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In addition, the defined terms “NTL”, “Merger Subsidiary”, “Original Merger Agreement”, “Original Merger Sub” and “Merger Agreement” and their respective corresponding section references shall be added in the appropriate alphabetical position in the table entitled “Defined Term Cross Reference Sheet”.

Amendment to Section 1(a)(x). Section 1(a)(x) of the Rights Agreement is hereby amended by deleting the words “(other than as a result of a Permitted Offer)”.

Amendment to Sections 1(a)(x) and 23(a)(ii). Sections 1(a)(x) and 23(a)(ii) are hereby amended by replacing each instance of “25%” with “15%”.

Amendment to Section 1(a)(z). Section 1(a)(z) is hereby deleted in its entirety; and the semicolon and the word “or” at the end of Section 1(a)(y) shall be replaced by a period.

Amendment to Section 1(d). Section 1(d) of the Rights Agreement is hereby amended and supplemented by deleting the text thereof in its entirety and replacing it with the word “RESERVED”.

In addition, the term “Adverse Person” and the corresponding section reference listed under the table entitled the “Defined Term Cross Reference Sheet” are hereby deleted.

Amendment to Section 1(j). Section 1(j) of the Rights Agreement is hereby amended and supplemented by adding the following sentence immediately following the end of the first sentence thereof:

“For the avoidance of doubt, the term “Common Shares” when used with reference to the Corporation shall not include shares of the Class B Redeemable Common Stock, par value $.01, of the Corporation (the “Class B Shares”).”

In addition, the defined term “Class B Shares” and corresponding section reference shall be added in the appropriate alphabetical position in the table entitled “Defined Term Cross Reference Sheet”.

Amendment to Section 1(n). Section 1(n) of the Rights Agreement is hereby amended and supplemented by deleting the text thereof in its entirety and replacing it with the word “RESERVED”.

In addition, the term “Permitted Offer” and the corresponding section reference listed under the table entitled the “Defined Term Cross Reference Sheet” are hereby deleted.

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Amendment to Section 1(u). Section 1(u) of the Rights Agreement is hereby amended and supplemented by deleting the final sentence thereof and replacing it in its entirety with the following sentence:

“Notwithstanding anything in this Agreement to the contrary, a Shares Acquisition Date shall not occur or be deemed to have occurred as a result of (i) the approval, execution, delivery or performance of the Original Merger Agreement or the Merger Agreement, (ii) the consummation of the Merger, (iii) the consummation of any other transaction contemplated in the Merger Agreement, including the reclassification of each Common Share outstanding immediately prior to the effective time of the reclassification into (A) 0.2875 of a Common Share and (B) one Class B Share (as defined herein), and the redemption of each Class B Share at the effective time of the Merger, or (iv) the public announcement of any of the foregoing.”

Amendment to Section 3. Section 3 of the Rights Agreement is hereby amended and supplemented by deleting the second proviso of the first sentence and replacing it in its entirety with the following proviso:

“; provided further that notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not occur or be deemed to have occurred as a result of (i) the approval, execution, delivery or performance of the Original Merger Agreement or the Merger Agreement, (ii) the consummation of the Merger, (iii) the consummation of any other transaction contemplated in the Merger Agreement, including the reclassification of each Common Share outstanding immediately prior to the effective time of the reclassification into (A) 0.2875 of a Common Share and (B) one Class B Share (as defined herein), and the redemption of each Class B Share at the effective time of the Merger, or (iv) the public announcement of any of the foregoing.”

Section 3 of the Rights Agreement is hereby further amended and supplemented by deleting Section 3(d) and replacing it in its entirety with the following text:

“Nothing in this Rights Agreement shall be construed to give any holder of Rights or any other Person any legal or equitable rights, remedies or claims under this Rights Agreement by virtue of (i) the approval, execution, delivery

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or performance of the Original Merger Agreement or the Merger Agreement, (ii) the consummation of the Merger, (iii) the consummation of any other transaction contemplated in the Merger Agreement, including the reclassification of each Common Share outstanding immediately prior to the effective time of the reclassification into (A) 0.2875 of a Common Share and (B) one Class B Share (as defined herein), and the redemption of each Class B Share at the effective time of the Merger, or (iv) the public announcement of any of the foregoing.”

Amendment to Section 7(a). Section 7(a) of the Rights Agreement is hereby amended and supplemented by deleting the phrase “(i) the earlier of (x) the Close of Business on March 2, 2014 and (y) immediately prior to the Effective Time (as defined in the Merger Agreement) (such earlier date, the “Final Expiration Date”),” and replacing it in its entirety with “(i) the Close of Business on March 2, 2014 (the “Final Expiration Date”),”.

Section 7(a) is hereby further amended and supplemented by deleting the phrase “; (iii) the time at which the Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of a transaction contemplated by Section 13(d) hereof.” and replacing it in its entirety with “, or (iii) the time at which the Rights are exchanged as provided in Section 24 hereof.”

Amendment to Section 7(b). Section 7(b) of the Rights Agreement is hereby amended and supplemented by adding the following sentence immediately following the end of the last sentence thereof:

“Notwithstanding the foregoing, no adjustment shall be made to the Purchase Price as a result of (i) the approval, execution, delivery or performance of the Original Merger Agreement or the Merger Agreement, (ii) the consummation of the Merger, or (iii) the consummation of any other transaction contemplated in the Merger Agreement, including the reclassification of each Common Share outstanding immediately prior to the effective time of the reclassification into (A) 0.2875 of a Common Share and (B) one Class B Share (as defined herein), and the redemption of each Class B Share at the effective time of the Merger.”

Amendment to Section 13(a). Section 13(a) of the Rights Agreement is hereby amended by deleting the following phrase from subparagraph (z) thereof in its entirety: “(except as provided in Section 13(d) hereof)”.

Amendment to Section 13(d). Section 13(d) is hereby deleted in its entirety.

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     Effective Date. This Amendment shall be deemed effective as of the date first written above, as if executed on such date.

     Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State; except that all provisions regarding the rights, duties, obligations and immunities of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

     Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other competent authority to be invalid, illegal or incapable of being enforced, the remainder of the terms, provisions, covenants and restrictions of this Amendment, and of the Rights Agreement, shall remain in full force and effect and shall in no way be affected, impaired or invalidated. Upon any such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify such provision so as to effect the original intent of the parties as closely as possible and in an acceptable manner with respect to such provision to the greatest extent possible.

     Notice. The Rights Agent and the Corporation hereby waive any notice requirement with respect to each other under the Rights Agreement, if any, pertaining to the matters covered by this Amendment.

     No Other Effect. Except as expressly set forth herein, the Rights Agreement shall not by implication or otherwise be supplemented or amended by virtue of this Amendment, but shall remain in full force and effect, as amended hereby.

     Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date and year first above written.

TELEWEST GLOBAL, INC.
By	/s/ Stephen Cook
	Name:	Stephen S. Cook
	Title:	General Counsel and
		Group Strategy Director

THE BANK OF NEW YORK
By	/s/ Kerri J. Shenkin
	Name:	Kerri J. Shenkin
	Title:	Assistant Vice President