AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 20, 1999
REGISTRATION NO. 333-
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
NTL INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 13-4051921
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
110 EAST 59TH STREET, NEW YORK, NEW YORK 10022
(Address of Principal Executive Offices; Zip Code)
NTL INCORPORATED 1998 NON-QUALIFIED STOCK OPTION PLAN
(Full Title of the Plan)
RICHARD J. LUBASCH, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
NTL INCORPORATED
110 EAST 59TH STREET
NEW YORK, NEW YORK 10022
(212) 906-8440
(Name, Address and Telephone Number, Including Area Code, of Agent For
Service)
Copies to:
THOMAS H. KENNEDY, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================
Amount
Title Of Securities To Be Proposed Maximum Proposed Maximum Amount Of
To Be Registered Offering Price Aggregate Registration
Registered (1)(5) Per Share Offering Price(3) Fee (4)
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 25,000 $ 45.75 (2) $ 1,143,750 $ 317.96
value $0.01 9,000 47.9375(2) 431,438 119.94
per share (including 150,800 45(2) 6,786,000 1,886.51
Series A Junior 82,500 55.6875(2) 4,594,219 1,277.19
Participating 500 56.625(2) 28,313 7.87
Preferred 500 55.25(2) 27,625 7.68
Stock Purchase 300 46.75(2) 14,025 3.90
Rights)(6) 192,000 46(2) 8,832,000 2,455.30
160,000 61.375(2) 9,820,000 2,729.96
7,757,150 36.5(2) 283,135,975 78,711.80
48,000 54.25(2) 2,604,000 723.91
34,119 31.02(2) 1,058,371 294.23
88,079 25.96(2) 2,286,531 635.66
6,452,052 76.25(3) 491,968,965 136,767.37
- -----------------------------------------------------------------------------------------
Total: 15,000,000 $ 812,731,211 $ 225,939
=========================================================================================
</TABLE>
(1) This Registration Statement (this "Registration Statement") covers
shares of Common Stock of NTL Incorporated (the "Registrant") which may be
offered or sold from time to time pursuant to the NTL Incorporated 1998
Non-Qualified Stock Option Plan (the "Plan").
(2) Computed pursuant to Rule 457(h)(1) under the Securities Act of 1933,
as amended (the "Securities Act").
(3) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under
the Securities Act, on the basis of the average of the high and low sale
prices for a share of common stock, par value $0.01 per share (the "Common
Stock") of the Registrant on the Nasdaq Stock Market's National Market on
April 19, 1999.
(4) The registration fee has been calculated pursuant to Section 6(b) of
the Securities Act.
(5) Pursuant to Rule 416 this Registration Statement also covers such
indeterminable number of additional shares of Common Stock as may be
issuable pursuant to the antidilution provisions of the Plan.
(6) Prior to the occurrence of certain events, the Series A Junior
Participating Preferred Stock Purchase Rights (the "Rights") will not be
evidenced separately from the Common Stock. The value attributable to
the Rights, if any, is reflected in the value of the Common Stock.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed with this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by the
registrant, NTL Incorporated, a Delaware corporation (the "Company"), with
the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference in this Registration Statement as of their
respective dates:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998, dated March 31, 1999;
(b) The Company's Current Reports on Form 8-K, dated January
25, 1999, March 8, 1999, March 18, 1999, April 1, 1999
and April 12, 1999; and
(c) The description of the Company's Common Stock
set forth under the caption "Description of Company's
Securities to be Registered" in the Registration
Statement on Form 8-B filed by the Company with the
Commission on June 21, 1991 (File No. 0-19362), including
any amendment or report filed for the purpose of updating
such information.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities
registered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or
deemed to be incorporate by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
document which also is incorporated or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock to be issued in
connection with this Registration Statement will be passed upon by Richard
J. Lubasch, Esq., Senior Vice President, General Counsel and Secretary of
the Company. Mr. Lubasch owns 23,279 shares of Common Stock and has 482,463
options to acquire shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The indemnification of officers and directors of the Company is
governed by Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL") and the Restated Certificate of Incorporation and
Restated By-laws of the Company. Among other things, the DGCL permits
indemnification of a director, officer, employee or agent in civil,
criminal, administrative or investigative actions, suits or proceedings
(other than an action by or in the right of the corporation) to which such
person is a party or is threatened to be made a party by reason of the fact
of such relationship with the corporation or the fact that such person is
or was serving at its request in such capacity at another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding if such person acted in good faith and
in a manner such person reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe that such person's
conduct was unlawful. The DGCL also allows a corporation to indemnify its
officers and directors in an action or suit by or in the right of the
corporation under the same conditions, except that no indemnification is
permitted if the officer or director is adjudged to be liable to the
corporation unless and only to the extent that a court determines
otherwise. To the extent that an officer or director of the corporation is
successful on the merits or otherwise in the defense of any action, suit or
proceeding referred to above, or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in
connection therewith.
In accordance with Section 145 of the DGCL, the Company's
By-laws provide that the Company shall indemnify its officers and directors
to the full extent permitted by applicable law, including the advancement
of expenses to such officers and directors.
As permitted by Section 102 of the DGCL, the Company's Restated
Certificate of Incorporation eliminates the personal liability of a
director to the Company or its stockholders for monetary damages arising
from a breach or alleged breach of fiduciary duty as a director, provided
that such provision shall not eliminate or limit the liability of a
director: (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the DGCL (Liability of Directors for
Unlawful Payment of Dividend or Unlawful Stock Purchase or Redemption) or
(iv) for any transaction from which the director derived an improper
personal benefit.
In addition, Section 145 of the DGCL empowers the Company to
purchase and maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not
the corporation would have the power to indemnify him against such
liabilities under Section 145.
Pursuant to the Plan, no member of the Board of Directors of
the Company or the "Committee" (as defined therein) shall be liable for any
action taken or determination made in good faith with respect to the Plan
or any Option (as defined therein) granted thereunder.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
3.1 Company's Restated Certificate of Incorporation
(incorporated by reference to the Company's 1998 Form
10-K).
3.2 Company's Restated By-laws (incorporated by
reference from the Company's Registration Statement on
Form S-1, File No. 33-63570).
4.1 Company's Restated Certificate of Incorporation (included
in Exhibit 3.1).
4.2 Company's Restated By-laws (included in Exhibit 3.2).
4.3 Rights Agreement, dated as of October 13, 1993, between
the Company and Continental Stock Transfer & Trust
Company, as Rights Agent (incorporated by reference from
the Company's Registration Statement on Form S-1, File
No. 33-63570).
4.4 Amendment No. 1 to the Rights Agreement, dated as of
March 31, 1999, between the Company and Continental Stock
Transfer & Trust Company, as Rights Agent.
4.5 The NTL Incorporated 1998 Non-Qualified Stock Option Plan
(incorporated by reference to the Company's 1998 Form
10-K).
5.1 Opinion of Richard J. Lubasch, Esq., Senior Vice
President, General Counsel and Secretary of the Company,
regarding the legality of the Common Stock covered by
this Registration Statement.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Richard J. Lubasch, Esq. (contained
in the opinion filed as Exhibit 5.1 hereto).
24 Powers of Attorney (included on the signature page of
this Registration Statement).
ITEM 9. UNDERTAKINGS.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form
of prospectus filed by the Company with the Commission pursuant
to Rule 424(b) under the Securities Act if, in the aggregate,
the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in this
Registration Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those subparagraphs is contained in periodic reports
filed with or furnished to the Commission by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act, (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of New York, State of New York, on
this 20th day of April, 1999.
NTL INCORPORATED
By: /s/ Richard J. Lubasch
----------------------------------------
Richard J. Lubasch
Senior Vice President, General Counsel
and Secretary
KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Richard J. Lubasch as his
true and lawful attorney-in-fact, with full power of substitution and
resubstitution for him and on his behalf, and in his name, place and stead,
in any and all capacities, to sign any amendments to this Registration
Statement (including any post-effective amendments), and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorney-in-fact, or his substitute or substitutes, may
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
Name Title Date
- ---- ----- ----
/s/ J. Barclay Knapp President, Chief April 20, 1999
- ----------------------- Executive
J. Barclay Knapp Officer and Chief
Financial Officer
(Principal Executive
and Principal Financial
Officer)
/s/ George S. Blumenthal Chairman of the Board April 20, 1999
- ------------------------ and Treasurer
George S. Blumenthal
/s/ Gregg Gorelick Vice President-Controller April 20, 1999
- ------------------------ (Principal Accounting
Gregg Gorelick Officer)
/s/ Sidney R. Knafel Director April 20, 1999
- ------------------------
Sidney R. Knafel
/s/ Ted H. McCourtney Director April 20, 1999
- ------------------------
Ted H. McCourtney
/s/ Del Mintz Director April 20, 1999
- ------------------------
Del Mintz
/s/ Alan J. Patricof Director April 20, 1999
- ------------------------
Alan J. Patricof
/s/ Warren Potash Director April 20, 1999
- ------------------------
Warren Potash
/s/ Michael S. Willner Director April 20, 1999
- ------------------------
Michael S. Willner
/s/ Robert T. Goad Director April 20, 1999
- ------------------------
Robert T. Goad
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
3.1 Company's Restated Certificate of Incorporation
(incorporated by reference to the Company's
1998 Form 10-K).
3.2 Company's Restated By-laws (incorporated by
reference from the Company's Registration
Statement on Form S-1, File No. 33-63570).
4.1 Company's Restated Certificate of Incorporation
(included in Exhibit 3.1).
4.2 Company's Restated By-laws (included in
Exhibit 3.2).
4.3 Rights Agreement, dated as of October 13, 1993,
between the Company and Continental Stock Transfer
& Trust Company, as Rights Agent (incorporated by
reference from the Company's Registration Statement
on Form S-1, File No. 33-63570).
4.4 Amendment No. 1 to the Rights Agreement, dated
as of March 31, 1999, between the Company and
Continental Stock Transfer & Trust Company, as
Rights Agent.
4.5 The NTL Incorporated 1998 Non-Qualified Stock
Option Plan (incorporated by reference to the
Company's 1998 Form 10-K).
5.1 Opinion of Richard J. Lubasch, Esq., Senior Vice
President, General Counsel and Secretary of the
Company, regarding the legality of the Common Stock
being registered.
23.1 Consent of Ernst & Young LLP, independent
auditors.
23.2 Consent of Richard J. Lubasch, Esq. (contained
in the opinion filed as Exhibit 5.1 hereto).
24 Powers of Attorney (included on the signature
page of this Registration Statement).
EXHIBIT 4.4
AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT
Amendment No. 1, dated as of March 31, 1999 (the "Amendment"),
among NTL Incorporated, a Delaware corporation (the "Company"), NTL
Communications Corp., a Delaware corporation ("Holdco"), which is a direct
wholly owned subsidiary of the Company, and Continental Stock Transfer &
Trust Company, a New York corporation (the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into a Rights
Agreement, dated as of October 13, 1993 (the "Rights Agreement"); and
WHEREAS, the Distribution Date (as defined in the Rights Agreement)
has not occurred, and that accordingly, the Company and the Rights Agent
hereby amend the Rights Agreement in accordance with Section 27 thereof;
and
WHEREAS, on March 26, 1999, the Company, Holdco and NTL Mergerco,
Inc., a Delaware corporation ("Merger Sub"), which is a direct wholly-owned
subsidiary of Holdco and an indirect wholly owned subsidiary of the
Company, entered into an Agreement and Plan of Merger (the "Merger
Agreement"), pursuant to which, among other things, Merger Sub shall be
merged with and into the Company in accordance with Section 251(g) of the
General Corporation Law of the State of Delaware (the "Merger"), with the
Company continuing as the surviving corporation (the "Surviving
Corporation") and as a wholly-owned subsidiary of Holdco;
NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth in the Rights Agreement and this Amendment, the
parties hereby agree as follows:
Section 1. Incorporation of "Merger" and "Merger Agreement" as
Defined Terms of Rights Agreement. The terms "Merger" and "Merger
Agreement" and the respective definitions of such terms as set forth in the
preamble of this Amendment are hereby incorporated in the Rights Agreement
under the heading "Certain Definitions" in Section 1 thereof.
Section 2. Amendment to Definition of "Acquiring Person." Section
1(a) of the Rights Agreement is hereby amended to add the following
sentence after the last sentence thereof: Notwithstanding the foregoing,
neither Holdco nor any of its Affiliates shall become an Acquiring Person
as a result of the execution of the Merger Agreement or the consummation of
the Merger.
Section 2. Holdco as Successor to the Company. Pursuant to Section
28 of the Rights Agreement, upon consummation of the Merger, all the
covenants and provisions of the Rights Agreement by or for the benefit of
the Company shall bind and inure to the benefit of Holdco.
Section 3. Rights Agreement as Amended. The term "Agreement" as
used in the Rights Agreement shall be deemed to refer to the Rights
Agreement as amended hereby. The foregoing amendments shall be effective as
of the date hereof, and, except as set forth herein, the Rights Agreement
shall remain in full force and effect and shall be otherwise unaffected
hereby.
Section 4. Counterparts. This Amendment may be executed in any
number of counterparts, and each of such counterparts shall for all
purposes be deemed an original, but all such counterparts shall together
constitute but one and the same instrument.
Section 5. 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 made and to be performed entirely within such
State.
Section 6. Descriptive Headings. Descriptive headings of the
several Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the
provisions hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first above written.
Attest: NTL INCORPORATED
/s/ Sandra Barnet By /s/ Richard J. Lubasch
- -------------------------- -------------------------------
Name: Sandra Barnet Name: Richard J. Lubasch
Title: Assistant Secretary Title: Senior Vice President,
General Counsel and Secretary
Attest: NTL COMMUNICATIONS CORP.
/s/ Sandra Barnet By /s/ Richard J. Lubasch
- -------------------------- ---------------------------------
Name: Sandra Barnet Name: Richard J. Lubasch
Title: Assistant Secretary Title: Senior Vice President,
General Counsel and Secretary
Attest: CONTINENTAL STOCK
TRANSFER & TRUST COMPANY
as Rights Agent
/s/ Michael Nelson By /s/ Steve Nelson
- --------------------------- ----------------------------------
Name: Michael Nelson Name: Steve Nelson
Title: President Title: Chairman
EXHIBIT 5.1
NTL INCORPORATED
110 EAST 59TH STREET
NEW YORK, NEW YORK 10022
April 20, 1999
Securities and Exchange Commission
450 Fifth Avenue, N.W.
Washington, D.C. 20549
Re: NTL Incorporated's Registration Statement on Form S-8
Ladies and Gentlemen:
I am Senior Vice President, General Counsel and Secretary of NTL
Incorporated, a Delaware corporation (the "Company"), and am familiar with
the proceedings taken by the Company in connection with (a) the
Registration Statement on Form S-8 (the "Registration Statement") which the
Company is filing to register 15,000,000 shares of its common stock, par
value $.01 per share (the "Common Stock"), under the Securities Act of
1933, as amended (the "Securities Act"), issuable under the Company's 1998
Non-Qualified Stock Option Plan (the "Plan") and (ii) the Rights Agreement,
dated as of October 13, 1993, between the Company and Continental Stock
Transfer & Trust Company, as Rights Agent, as amended on March 31, 1999 by
the Company and the Rights Agent (the "Rights Agreement"), which provides
for one right (the "Right") to purchase shares of the Company's Series A
Junior Participating Preferred Stock to be attached to and issued with each
share of Common Stock.
This opinion is delivered in accordance with the requirements
of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act.
As General Counsel of the Company, I have general supervision over
the Company's legal affairs. In such capacity, I have examined and am
familiar with originals or copies of (i) the Restated Certificate of
Incorporation and By-laws of the Company, as currently in effect, (ii)
resolutions of the Board of Directors of the Company relating to the Plan
and the Registration Statement, (iii) the Registration Statement to be
filed with the Securities and Exchange Commission (the "Commission") on the
date hereof, (iv) the Plan, (v) the Rights Agreement, and (vi) such other
documents as I have deemed necessary or appropriate as a basis for the
opinions set forth below.
In my examination, I have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted as certified, conformed or photostatic
copies and the authenticity of the originals of such latter documents. In
examining documents executed or to be executed by parties other than the
Company, I have assumed that such parties had the power, corporate
or other, to enter into and perform all obligations thereunder and have
also assumed the due authorization by all requisite action, corporate or
other, and execution and delivery by such parties of such documents and the
validity and binding effect thereof on such parties. As to any facts
material to the opinions expressed herein which I did not independently
establish or verify, I have relied upon certificates, statements or
representations of officers and other representatives of the Company,
public officials and others.
I am admitted to the Bar of the State of New York, and I do not
express any opinion as to the laws of any jurisdiction other than the
General Corporation Law of the State of Delaware.
Based upon and subject to the foregoing, I am of the opinion that:
1. The shares of Common Stock, when issued under the circumstances
contemplated by the Registration Statement, will be validly issued, fully
paid and nonassessable.
2. The Rights, when issued in accordance with the Rights Agreement,
will be validly issued.
I hereby consent to the filing of this opinion with the Commission
as an exhibit to the Registration Statement. In giving such consent, I do
not thereby admit that I am in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules or regulations
of the Commission thereunder.
Very truly yours,
/s/ Richard J. Lubasch
-----------------------------
Richard J. Lubasch
Senior Vice President, General
Counsel and Secretary
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference of our report dated
March 26, 1999, with respect to the consolidated financial statements and
schedules of NTL Incorporated included in its Annual Report (Form 10-K) for
the year ended December 31, 1998, filed with the Securities and Exchange
Commission in the Registration Statement (Form S-8) of NTL Incorporated for
the registration of 15,000,000 shares of its common stock.
ERNST & YOUNG LLP
New York, New York
April 16, 1999
