8-K

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): September 26, 2003

NTL Incorporated

(Exact name of registrant as specified in its charter)

Delaware	File No. 000-22616	52-1822078
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

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TABLE OF CONTENTS

	Item 5. Other Events.
SIGNATURES
Exhibit 99.1

Item 5. Other Events.

Exhibits

     99.1 Press Release dated November 4, 2003.

On November 4, 2003, NTL Incorporated issued a press release announcing the record date and pricing of its rights offering. A copy of the press release is attached as Exhibit 99.1 hereto. The attached exhibit is provided under Item 5 of Form 8-K and is furnished to, but not filed with, the Securities and Exchange Commission.

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 INCORPORATED
Dated:  November 4, 2003	By:	/s/ Scott Schubert
		Name:	Scott Schubert
		Title:	Chief Financial Officer

EX-99.1 3 u46768exv99w1.txt EXHIBIT 99.1 NEWS RELEASE - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE NTL INCORPORATED RECORD DATE FOR AND PRICING OF RIGHTS OFFERING NEW YORK, NEW YORK, NOVEMBER 4, 2003 - NTL Incorporated (Nasdaq: NTLI) today announced the commencement of its previously announced common stock rights offering. NTL will distribute to holders of its outstanding common stock, at no cost, transferable rights to purchase additional shares of its common stock at $40.00 in cash per share. Stockholders will receive 0.702243 rights for each share of common stock held of record by them as of the close of business on November 7, 2003. Each right will entitle its holder to purchase one share of common stock. In addition, in the event all rights are not exercised, holders of rights may purchase additional shares through the exercise of an over-subscription purchase. The rights have been approved for listing on the Nasdaq National Market under the symbol "NTLIR." The rights offering period will expire on November 17, 2003. If all of the 35,750,000 shares being offered in the rights offering are issued, the gross proceeds to NTL will be approximately $1,430 million. NTL will use the net proceeds of approximately $1,370 million to repay in full all obligations under its 19% Senior Secured Notes due 2010 and, together with cash on hand, its working capital facility. In addition, the net proceeds will be used as inter-company funding to one of its subsidiaries and the balance for general corporate purposes. Two of the company's largest stockholders, W.R. Huff Asset Management Co., L.L.C. and Franklin Mutual Advisers, LLC, have agreed to exercise all rights distributed to them in the rights offering. These stockholders, who own in the aggregate approximately 21.3% of NTL's outstanding shares, will purchase 7,626,309 shares as a result of the exercise of their rights. The rights offering is being underwritten by Deutsche Bank Securities Inc, Goldman, Sachs & Co. and J.P. Morgan Securities Inc as lead underwriters and Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, Credit Suisse First Boston LLC and UBS Securities LLC as co-managers. The underwriters have committed to purchase up to 28,123,691 of the shares at the same purchase price to be paid by stockholders. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities. There shall not be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any jurisdiction. Nothing in this press release should be taken as investment advice or otherwise as an invitation to engage in investment activity. No prospectus related to the rights offering has been, or will be, filed for registration with any authority outside of the United States. The rights and shares of common stock are not being, and except in the limited circumstances set out in the prospectus may not be, offered or sold to any person outside the United States. The shares of common stock may only be offered by means of a prospectus. Copies of the prospectus related to the rights offering may be obtained by contacting the Information Agent for the rights offering, D.F. King & Co., Inc, at (800) 758-5378. SAFE HARBOR STATEMENT This press release contains "forward-looking statements." These forward-looking statements are based on management's current assumptions and expectations and involve risks, uncertainties and other important factors. Information identifying such important factors is contained under "Forward-Looking Statements" and "Risk Factors" in the prospectus filed with the registration statement relating to the rights offering. FOR MORE INFORMATION CONTACT: INVESTOR RELATIONS: US: Patti Kraft, +1 610 667 5554 UK: Virginia Ramsden, +44 (0) 20 7967 3338 MEDIA: Alison Kirkwood, Media Relations, +44 (0)1256 752 662/07788 186 154 Justine Parrish, Media Relations, +44 (0)20 7746 4096/(0)7966 421 991 -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    NEWS RELEASE
- --------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE


                                NTL INCORPORATED

                 RECORD DATE FOR AND PRICING OF RIGHTS OFFERING

NEW YORK, NEW YORK, NOVEMBER 4, 2003 - NTL Incorporated (Nasdaq: NTLI) today
announced the commencement of its previously announced common stock rights
offering.

NTL will distribute to holders of its outstanding common stock, at no cost,
transferable rights to purchase additional shares of its common stock at $40.00
in cash per share. Stockholders will receive 0.702243 rights for each share of
common stock held of record by them as of the close of business on November 7,
2003. Each right will entitle its holder to purchase one share of common stock.
In addition, in the event all rights are not exercised, holders of rights may
purchase additional shares through the exercise of an over-subscription
purchase. The rights have been approved for listing on the Nasdaq National
Market under the symbol "NTLIR." The rights offering period will expire on
November 17, 2003.

If all of the 35,750,000 shares being offered in the rights offering are issued,
the gross proceeds to NTL will be approximately $1,430 million. NTL will use the
net proceeds of approximately $1,370 million to repay in full all obligations
under its 19% Senior Secured Notes due 2010 and, together with cash on hand, its
working capital facility. In addition, the net proceeds will be used as
inter-company funding to one of its subsidiaries and the balance for general
corporate purposes.

Two of the company's largest stockholders, W.R. Huff Asset Management Co.,
L.L.C. and Franklin Mutual Advisers, LLC, have agreed to exercise all rights
distributed to them in the rights offering. These stockholders, who own in the
aggregate approximately 21.3% of NTL's outstanding shares, will purchase
7,626,309 shares as a result of the exercise of their rights.

The rights offering is being underwritten by Deutsche Bank Securities Inc,
Goldman, Sachs & Co. and J.P. Morgan Securities Inc as lead underwriters and
Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, Credit Suisse
First Boston LLC and UBS Securities LLC as co-managers. The underwriters have
committed to purchase up to 28,123,691 of the shares at the same purchase price
to be paid by stockholders.

This press release shall not constitute an offer to sell or the solicitation of
an offer to buy any securities. There shall not be any sale of these securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
jurisdiction. Nothing in this press release should be taken as investment advice
or otherwise as an invitation to engage in investment activity.

No prospectus related to the rights offering has been, or will be, filed for
registration with any authority outside of the United States. The rights and
shares of common stock are not being, and except in the limited circumstances
set out in the prospectus may not be, offered or sold to any person outside the
United States.

The shares of common stock may only be offered by means of a prospectus. Copies
of the prospectus related to the rights offering may be obtained by contacting
the Information Agent for the rights offering, D.F. King & Co., Inc, at (800)
758-5378.



SAFE HARBOR STATEMENT

This press release contains "forward-looking statements." These forward-looking
statements are based on management's current assumptions and expectations and
involve risks, uncertainties and other important factors. Information
identifying such important factors is contained under "Forward-Looking
Statements" and "Risk Factors" in the prospectus filed with the registration
statement relating to the rights offering.

FOR MORE INFORMATION CONTACT:

INVESTOR RELATIONS:
US: Patti Kraft, +1 610 667 5554
UK: Virginia Ramsden, +44 (0) 20 7967 3338


MEDIA:

Alison Kirkwood, Media Relations, +44 (0)1256 752 662/07788 186 154
Justine Parrish, Media Relations, +44 (0)20 7746 4096/(0)7966 421 991