UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D/A
(Amendment No. 5)
Under the Securities Exchange Act of 1934
NTL Incorporated
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(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
629407107 (Common Stock)
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(CUSIP Number)
France Telecom S.A. Compagnie Generale des Communications
Jean-Louis Vinciguerra (COGECOM) S.A.
Senior Executive Vice President Pierre Hilaire
6 place d'Alleray Chairman of the Board of Directors
75505 Paris Cedex 15 6 place d'Alleray
France 75505 Paris Cedex 15
(33-1) 44-44-01-59 France
(33-1) 44-44-18-62
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
Copy to:
Alfred J. Ross, Jr.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-4000
May 30, 2000
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(Date of Event which requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss. 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 ss. 240.13d-7(b) 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).
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CUSIP No. 629407107
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
France Telecom S.A.
IRS Identification Number: N/A
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2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
WC
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
France
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7. Sole Voting Power
0
---------- Number of Shares --------------------------------------------------
Beneficially Owned
8. By Shared Voting Power
Each 87,493,814 shares of Common Stock
---------- Reporting Person --------------------------------------------------
9. With Sole Dispositive Power
0
---------- --------------------------------------------------
10. Shared Dispositve Power
87,493,814 shares of Common Stock
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
87,493,814 shares of Common Stock
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13. Percent of Class Represented by Amount in Row (11)
18.78% of the aggregate number of all outstanding shares of Common
Stock. If the Series A Preferred Stock, Series B Preferred Stock,
Series C Preferred Stock, Series D Preferred Stock, Series E Preferred
Stock and 5 3/4% Convertible Notes held by the reporting person were
converted into Common Stock, the reporting person would hold 28.54%
of the Common Stock.
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14. Type of Reporting Person (See Instructions)
CO
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<PAGE>
CUSIP No. 629407107
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Compagnie Generale des Communications (COGECOM) S.A.
IRS Identification Number: N/A
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2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
WC
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e) [ ]
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6. Citizen or Place of Organization
France
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7. Sole Voting Power
0
---------- Number of Shares --------------------------------------------------
Beneficially Owned
8. By Shared Voting Power
Each 87,493,814 shares of Common Stock
---------- Reporting Person --------------------------------------------------
9. With Sole Dispositive Power
0
---------- --------------------------------------------------
10. Shared Dispositve Power
87,493,814 shares of Common Stock
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
87,493,814 shares of Common Stock
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13. Percent of Class Represented by Amount in Row (11)
18.78% of the aggregate number of all outstanding shares of Common
Stock. If the Series A Preferred Stock, Series B Preferred Stock,
Series C Preferred Stock, Series D Preferred Stock, Series E Preferred
Stock and 5 3/4% Convertible Notes held by the reporting person were
converted into Common Stock, the reporting person would hold 28.54%
of the Common Stock.
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14. Type of Reporting Person (See Instructions)
CO
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This Amendment No. 5 (the "Amendment") amends and supplements
the Schedule 13D filed on August 25, 1999 (the "Original Schedule 13D"), as
previously amended and supplemented by Amendment No. 1, filed on October 26,
1999, Amendment No.2, filed on January 31, 2000, Amendment No. 3, filed on
February 22, 2000, and Amendment No. 4, filed on April 7, 2000 (as amended and
supplemented, the "Schedule 13D") of France Telecom, a societe anonyme organized
under the laws of France ("FT") and Compagnie Generale des Communications
(COGECOM), a societe anonyme organized under the laws of France and a wholly
owned subsidiary of FT ("COGECOM"), with respect to the common stock, par value
$0.01 per share (the "Common Stock"), of NTL Incorporated, a Delaware
corporation with its principal executive offices at 110 East 59th Street, New
York, NY 10022 (the "Issuer"). All capitalized terms used in this Amendment that
are not otherwise defined herein have the meanings ascribed to such terms in the
Schedule 13D.
FT and COGECOM are filing this Amendment to reflect (i)
completion on May 30, 2000 of the purchase of 42,229,730 shares of Common Stock
and (ii) 2,000,000 shares of 5% Cumulative Participating Convertible Preferred
Stock, Series B of the Issuer (the "Series B Preferred Stock"), in each case by
COGECOM from the Issuer. These purchases were completed in accordance with the
terms of the Investment Agreement, a copy of which was filed as Exhibit 4.2 to
the Original Schedule 13D.
Item 1. Security and Issuer
Item 1 is hereby amended by adding the following paragraph:
On May 30, 2000, FT, through COGECOM, closed the purchase of
42,229,730 shares of Common Stock and 2,000,000 shares of Series B Preferred
Stock pursuant to the Investment Agreement.
Item 2. Identity and Background
Item 2 and Schedule I and Schedule II thereto are hereby
amended as follows:
Messrs. Brun-Buisson and Sommer have resigned their positions
as directors of France Telecom and are hereby deleted from Schedule I of the
Original Schedule 13D. Mr. Christian Pheline, who has joined the board of
directors of France Telecom, is hereby added to Schedule I. His address is 69
rue de Varenne 75700 Paris, France.
Mr. Pierre Dauvillaire has resigned his position as a director
of COGECOM and is hereby deleted from Schedule II of the Original Schedule 13D.
Messrs. Pierre Hiliare, Jean Francois Pontal and Jean-Louis Vinciguerra have
joined the board of directors of COGECOM and are hereby added to Schedule II.
Their address is: France Telecom, 6 place d'Alleray, 75505 Paris Cedex 15,
France.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is bereby amended by adding the following paragraph:
On May 30, 2000, FT assigned to COGECOM its rights under the
Investment Agreement to purchase Common Stock and Series B Preferred Stock. FT
provided all of the necessary funds, from cash on hand, to the Issuer on behalf
of COGECOM for the purchase by COGECOM of the 42,229,730 shares of Common Stock
and the 2,000,000 shares of the Series B Preferred Stock.
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Item 4. Purpose of Transaction
Item 4 is hereby amended by adding the following paragraphs:
The purpose of the acquisition of the 42,229,730 shares of
Common Stock and the 2,000,000 shares of Series B Preferred Stock was to effect
the closing of the transaction contemplated under the Investment Agreement.
As contemplated by the terms of the Investment Agreement and
the Certificate of Designation in respect of the Series B Preferred Stock,
COGECOM has the right to appoint two individuals to the board of directors of
the Issuer, and expects to make such appointments. These appointments are in
addition to the one director it is entitled to appoint pursuant to the
Certificate of Designation in respect of the Series A Preferred Stock.
The Issuer is obligated to pay dividends on the Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D
Preferred Stock and Series E Preferred Stock, when, as and if such dividends are
declared by the board of directors of the Issuer. The Issuer may pay such
dividends in cash, Common Stock, or additional shares of preferred stock of the
Issuer that is substantially identical to the Series E Preferred Stock.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated as follows:
(a) FT and COGECOM are the joint beneficial owners of
87,493,814 shares of Common Stock (assuming conversion of the Series A Preferred
Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D
Preferred Stock, the Series E Preferred Stock and the 5 3/4% Convertible Notes),
which would represent approximately 28.54% of the Common Stock outstanding if
all such conversions were effected. This percentage is calculated on the basis
of 306,608,419 shares, the sum of (i) 269,795,357 shares of Common Stock
outstanding as of the close of business on June 5, 2000, a figure that the
Issuer's transfer agent has provided to FT and COGECOM, and (ii) 36,813,062
shares of Common Stock, the number of shares issuable to FT and COGECOM upon
conversion of the Series A Preferred Stock, the Series B Preferred, the Series C
Preferred Stock, the Series D Preferred Stock, the Series E Preferred Stock and
the 5 3/4% Convertible Notes.
(b) FT and COGECOM share the power to vote and the power to
dispose of all such 87,493,814 shares of Common Stock.
(c) On May 30, 2000, COGECOM acquired 42,229,730 shares of
Common Stock at a per share price of $59.20 and 2,000,000 shares of Series B
Preferred Stock having an aggregate liquidation preference of $2,000,000,000, a
conversion price of $80.00 per share and a redemption price of $96.00 per share,
for an aggregate purchase price of $4.5 billion.
Except as described in the Schedule 13D, neither FT nor
COGECOM, nor, to the best of their knowledge, any of the persons listed in
Schedules I and II to the Schedule 13D (as amended as provided above), effected
any transactions in Common Stock, Series A Preferred Stock, Series B Preferred
Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred
Stock or 5 3/4% Convertible Notes during the past sixty (60) days.
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(d) No one other than FT or COGECOM is known to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of Common Stock, Series A Preferred Stock, Series B Preferred
Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred
Stock, 5 3/4% Convertible Notes or Series A 5% Cumulative Preferred Stock
beneficially owned by FT and COGECOM.
Item 6. Contracts, Arrangements, Understanding of Relationships with
Respect to Securities of the Issuer
Item 6 is hereby amended by incorporating by reference in
their entirety the paragraphs set forth in Item 4 above and the following:
In connection with the closing of the transaction of the
investment by FT in the Issuer on May 30, 2000, the Issuer and FT entered into a
Registration Rights Agreement (the "New Registration Rights Agreement"), which
is attached hereto as Exhibit 10.11. Pursuant to the New Registration Rights
Agreement, the Issuer shall be obligated to register for resale shares of Common
Stock held by FT and shares of Common Stock issuable upon conversion of the
Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred
Stock, the Series D Preferred Stock, the Series E Preferred Stock and the 5 3/4%
Convertible Notes. The New Registration Rights Agreement supersedes the
Registration Rights Agreement filed as Exhibit 4.3 to the Original Schedule 13D,
and that earlier agreement is of no further force and effect.
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Item 7. Material to be Filed as Exhibits
Item 7 is hereby amended to include the following exhibits,
attached hereto:
Exhibit 10.10
Exhibit 4.5 is hereby replaced in its entirety by the
following item attached hereto 10.10:
Form of Certificate of Designation of the Voting Powers,
Designation, Preferences and Relative, Participating, Optional or other Special
Rights and Qualification, Limitations and Restrictions of the 5% Cumulative
Participating Convertible Stock, Series B of the Issuer.
Exhibit 10.11
New Registration Rights Agreement, dated May 30, 2000, between
the Issuer and FT.
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After due 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: June 9, 2000
France Telecom S.A.
By: /s/ Jean-Louis Vinciguerra
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Name: Jean-Louis Vinciguerra
Title: Senior Executive Vice President
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After due 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: June 9, 2000
Compagnie Generale des
Communications
(COGECOM) S.A.
By: /s/ Pierre Hilaire
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Name: Pierre Hilaire
Title: Chairman of the Board of
Directors
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