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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
NTL INCORPORATED
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-30673 13-4105887
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
110 East 59th Street, New York, New York 10022
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code (212) 906-8440
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(Former Name or Former Address, if Changed Since Last Report)
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Item 1: Description of Registrant's Securities to be Registered
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Common Stock, $.01 Par Value
The capital stock of NTL Incorporated (the "Company") to be registered on
the New York Stock Exchange, Inc. (the "Exchange"), is the Company's Common
Stock with a par value of $.01 per share (the "Common Stock"). Holders of Common
Stock are entitled to one vote per share at all meetings of stockholders.
Dividends that may be declared on the Common Stock will be paid in an equal
amount to the holder of each share. No pre-emptive rights are conferred upon the
holders of the Common Stock and there are no liquidation or conversion rights.
Nor are there any redemption or sinking fund provisions and there is no
liability to further calls or to assessments by the Company.
Certain provisions of the Company's Certificate of Incorporation were
designed to make the Company a less attractive target for acquisition by an
outsider who does not have the support of the Company's board of directors.
These provisions: (1) provide that only the board of directors, the Chairman of
the board of directors, or the President have the power to call a Special
Meeting of stockholders; (2) provide that the stockholders may amend the
Company's by-laws only by affirmative vote of 66 2/3% or more of the shares
entitled to vote; (3) provide for a classified board of directors; (4) provide
that directors may only be removed by the affirmative vote of the holders of 66
2/3% or more of the shares entitled to vote; (5) provide that certain business
transactions will require the affirmative vote of the holders of at least 66
2/3% of the shares entitled to vote; and (6) provide that at least 66 2/3% of
the shares entitled to vote must approve certain amendments to the Certificate
of Incorporation. While the foregoing provisions will not necessarily prevent
take-over attempts, they are intended to discourage an attempt to obtain control
of the Company in a transaction not approved by the Company's board of directors
by making it more difficult for a third party to obtain control in a short time
and impose its will on the remaining stockholders of the Company.
Item 2: Exhibits
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All exhibits required by the Instructions to Item 2 will be supplied to the
New York Stock Exchange.
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SIGNATURES
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Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
NTL INCORPORATED
(Registrant)
By: /s/ Richard J. Lubasch
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Name: Richard J. Lubasch
Title: Executive Vice President-
General Counsel
Dated: October 19, 2000
