PROSPECTUS SUPPLEMENT NO. 4 Filed pursuant to
(To Prospectus dated September 20, 1996) Rule 424(b)(3)
Registration No. 333-07879
$275,000,000
NTL Incorporated
7% Convertible Subordinated Notes Due 2008
This Prospectus Supplement No. 4 supplements and amends the Prospectus
dated September 20, 1996, as amended and supplemented by the Prospectus
Supplements dated April 15, 1997, May 23, 1997 and October 24, 1997 (the
"Prospectus"), relating to the 7% Convertible Subordinated Notes Due 2008 (the
"Convertible Notes") of NTL Incorporated (formerly known as International
CableTel Incorporated) (the "Company") and the shares of the Company's common
stock, par value $.01 per share ("Common Stock"), issuable upon conversion of
the Convertible Notes.
The table on pages 68 and 69 of the Prospectus sets forth information with
respect to the Selling Holders (as defined in the Prospectus) and the
respective amounts of Convertible Notes beneficially owned by each Selling
Holder that may be offered pursuant to the Prospectus (as supplemented and
amended). This Prospectus Supplement amends that table by (i) replacing item 71
of that table with the corresponding item set forth below and (ii) adding item
72 set forth below to that table.
Selling Holder Principal Amount
of Convertible Notes
"71. McMahan Securities Co., L.P............................ $ 285,000
72. Any other holder of Convertible Notes or future
transferee from such holder............................ $ 49,069,500
Total.................................................. $275,000,000"
The Prospectus, together with this Prospectus Supplement No. 4,
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 10 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. 4 is November 18, 1997.
