<PAGE> 1
Filed pursuant to
Rule 424 (b)(3)
Reg Nos. 333-36434
and 333-36434-01
PROSPECTUS SUPPLEMENT NO. 10
(To Prospectus dated August 30, 2000)
NTL (Delaware), Inc.
5 3/4% Convertible Subordinated Notes Due 2009
NTL Incorporated
Shares of Common Stock
This Prospectus Supplement No. 10 supplements and amends the Prospectus dated
August 30, 2000, the Prospectus Supplement No. 1 dated September 26, 2000, the
Prospectus Supplement No. 2 dated October 5, 2000, the Prospectus Supplement No.
3 dated October 18, 2000, the Prospectus Supplement No. 4 dated October 19,
2000, the Prospectus Supplement No. 5 dated October 27, 2000, the Prospectus
Supplement No. 6 dated November 1, 2000, the Prospectus Supplement No. 7 dated
November 1, 2000, the Prospectus Supplement No. 8 dated November 9, 2000 and the
Prospectus Supplement No. 9 dated November 16, 2000 relating to the 5 3/4%
Convertible Subordinated Notes Due 2009 of NTL (Delaware), Inc. and the shares
of NTL Incorporated's common stock, par value $.01 per share, issuable upon
conversion of the Convertible Notes.
The table on pages 46 through 47 of the Prospectus sets forth information with
respect to the Selling Security Holders (as defined in the Prospectus) and the
respective amounts of Convertible Notes beneficially owned by each Selling
Security Holder that may be offered pursuant to the Prospectus. This Prospectus
Supplement amends that table by adding the following Selling Security Holders,
or to the extent such persons are already named as Selling Security Holders, by
amending the respective amounts of Convertible Notes beneficially owned.
<TABLE>
<CAPTION>
PRINCIPAL PERCENT OF COMMON
AMOUNT OF TOTAL STOCK OWNED COMMON
CONVERTIBLE PRINCIPAL PRIOR TO STOCK TO BE
SELLING SECURITY NOTES AMOUNT OF ORIGINAL REGISTERED BY
HOLDERS ($) OUTSTANDING OFFERING THE PROSPECTUS
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<S> <C> <C> <C> <C>
The Class 1c Company 1,000,000 * - 9,243.5
(Cayman) Ltd
Fidelity Charles Street 4,885,000 * - 45,154.50
Trust: Fidelity Asset
Manager
Fidelity Charles Street 150,000 * - 1,386.53
Trust: Fidelity Asset
Manager: Aggressive
Fidelity Charles Street 2,910,000 * - 26,898.59
Trust: Fidelity Asset
Manager: Growth
Fidelity Management 795,000 * - 7,348.58
Trust Company on behalf of
accounts managed by it
Fidelity Global 585,000 * - 5,407.45
Asset Allocation Fund
Fidelity Advisor Series I: 40,000 * - 369.74
Fidelity Advisor Asset
Allocation Fund
Merrill Lynch, Pierce, 264,000 * - 2,440.28
Fenner & Smith, Inc.
Morgan Stanley & Co. 8,000,000 * - 73,948
International Ltd.
Sarasin International 250,000 * - 2,310.88
Securities Ltd.
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</TABLE>
* Less than one percent
The Prospectus, together with Prospectus Supplement No. 1, Prospectus Supplement
No. 2, Prospectus Supplement No. 3, Prospectus Supplement No. 4, Prospectus
Supplement No. 5, Prospectus Supplement No. 6, Prospectus Supplement No. 7,
Prospectus Supplement No. 8, Prospectus Supplement No. 9 and this Prospectus
Supplement No. 10 constitutes the prospectus required to be delivered by Section
5(b) of the Securities Act of 1933, as amended, with respect to offers and sales
of the Convertible Notes and the Common Stock issuable upon conversion of the
Convertible Notes.
Prospective investors should carefully consider matters discussed under the
caption "Risk Factors" beginning on page 4 of the Prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus Supplement No. 10 is December 1, 2000.
