<PAGE> 1
Filed pursuant to
Rule 424 (b)(3)
Reg Nos. 333-36434
and 333-36434-01
PROSPECTUS SUPPLEMENT NO. 3
(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. 3 supplements and amends the Prospectus dated
August 30, 2000, the Prospectus Supplement No. 1 dated September 26, 2000 and
the Prospectus Supplement No. 2 dated October 5, 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 $.01 per share, issuable upon
conversion of the Convertible Notes.
The table on pages 46 through 47 of the Prospectus sets forth information with
respect to the Selling Security Holders (as defined in the Prospectus) and the
respective amounts of Convertible Notes beneficially owned by each Selling
Securityholder that may be offered pursuant to the Prospectus. This Prospectus
Supplement amends that table by adding the following Selling Security Holders,
or to the extent such persons are already named as Selling Security Holders, by
amending the respective amounts of Convertible Notes beneficially owned.
<TABLE>
<CAPTION>
PRINCIPAL PERCENT OF COMMON
AMOUNT OF TOTAL STOCK OWNED COMMON
CONVERTIBLE PRINCIPAL PRIOR TO STOCK TO BE
SELLING SECURITY NOTES AMOUNT OF ORIGINAL REGISTERED BY
HOLDERS ($) OUTSTANDING OFFERING THE PROSPECTUS
<S> <C> <C> <C> <C>
Federated Insurance 2,700,000 * - 24,957.45
Series, on behalf of its
Federated Utility Fund
II
Federated Utility
Fund, Inc. 16,600,000 1.38 - 153,442.10
Sun America Series
Trust, on behalf of its
Federated Utility Port-
folio 1,700,000 * - 15,713.95
</TABLE>
* Less than one percent
The Prospectus, together with Prospectus Supplement No. 1, Prospectus Supplement
No. 2 and this Prospectus Supplement No. 3 constitutes the prospectus required
to be delivered by Section
<PAGE> 2
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. 3 is October 18, 2000.
2
