SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-K/A-2
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ___________ TO ___________
NTL INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 0-22616 52-1822078
(STATE OR OTHER JURISDICTION (COMMISSION (I.R.S. EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
110 EAST 59TH STREET, NEW YORK, NEW YORK 10022
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(212) 906-8440
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate by check mark whether disclosure by delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of the registrant's voting stock held by non-
affiliates at March 20, 1998, valued in all cases in accordance with the
NASDAQ/NMS closing sale price for the registrant's Common Stock was
approximately $1,289,800,000.
Number of shares of Common Stock outstanding as at March 20, 1998:
32,294,900
DOCUMENTS INCORPORATED BY REFERENCE
Document Part of 10-K in Which
Incorporated
Definitive proxy statement for the
1998 Annual Meeting of the Stockholders
of NTL Incorporated: Part III
This Annual Report on Form 10-K for the year ended December 31, 1997,
at the time of filing with the Securities and Exchange Commission, modifies
and supersedes all prior documents filed pursuant to Section 13, 14 and
15(d) of the Securities Exchange Act of 1934 for purposes of any offers or
sales of any securities after the date of such filing pursuant to any
Registration Statement or Prospectus filed pursuant to the Securities Act
of 1933 which incorporates by reference this Annual Report.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995:
Certain statements contained herein constitute "forward-looking
statements" as that term is defined under the Private Securities Litigation
Reform Act of 1995. When used in this Form 10-K, the words "believe,"
"anticipate," "should," "intend," "plan," "will," "expects," "estimates,"
"projects," "positioned," "strategy," and similar expressions identify such
forward-looking statements. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause the
actual results, performance or achievements of the Registrant, or industry
results, to be materially different from those contemplated or projected,
forecast, estimated or budgeted in or expressed or implied by such forward-
looking statements. Such factors include, among others: general economic
and business conditions, industry trends, the Registrant's ability to
continue to design network routes, install facilities, obtain and maintain
any required government licenses or approvals and finance construction and
development, all in a timely manner, at reasonable costs and on
satisfactory terms and conditions, as well as assumptions about customer
acceptance, churn rates, overall market penetration and competition from
providers of alternative services, and availability, terms and deployment
of capital.
TABLE OF CONTENTS
PART I Page
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Item 1 Business . . . . . . . . . . . . . . . . . . . . . . . . . 1 *
Item 2 Properties . . . . . . . . . . . . . . . . . . . . . . . . 46 *
Item 3 Legal Proceedings . . . . . . . . . . . . . . . . . . . . . 46 *
Item 4 Submission of Matters to a Vote of Stockholders . . . . . . 46 *
PART II
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Item 5 Market for the Registrant's Common Stock and Related
Stockholder Matters . . . . . . . . . . . . . . . . . . . 47 *
Item 6 Selected Financial Data . . . . . . . . . . . . . . . . . . 48 *
Item 7 Management's Discussion and Analysis of Results of
Operations and Financial Condition . . . . . . . . . . . 49 *
Item 7A Quantitative and Qualitative Disclosure About Market
Risk . . . . . . . . . . . . . . . . . . . . . . . . . . 57 *
Item 8 Financial Statements and Supplementary Data . . . . . . . . 58 *
Item 9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure . . . . . . . . . . . 58 *
PART III
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Items 10, 11, 12, 13 . . . . . . . . . . . . . . . . . . . . . . . . 59 *
PART IV
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Item 14 Exhibits, Financial Statement Schedules, and Reports
on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . 59 *
Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70 *
Index to Financial Statements . . . . . . . . . . . . . . . . . . . . F-1
* Previously filed.
The Annual Report on Form 10-K of NTL Incorporated for the fiscal
year ended December 31, 1997 is being amended by this Form 10-K/A-2 to add
an exhibit to the Exhibit Index in Part IV and to attach such exhibit
thereto. All other exhibits listed in the Exhibit Index were either
incorporated by reference in or originally filed with the Annual Report on
Form 10-K of NTL Incorporated for the fiscal year ended December 31, 1997.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
NTL INCORPORATED
Dated: November 6, 1998 By: /s/ Richard J. Lubasch
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Name: Richard J. Lubasch
Title: Senior Vice President, General
Counsel and Secretary
EXHIBIT INDEX
Exhibit No.
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2.1 Amended and Restated Agreement of Reorganization and Plan of
Merger, dated as of May 28, 1993, among the Company, OCOM and
CableTel Merger Inc. (Incorporated by reference to Exhibit 2,
Registration File No. 33-63570).
2.2 Deed of Irrevocable undertaking dated March 28, 1996 by and
among Addroute Limited, certain shareholders in the NTL Group
Limited, NTL Group Limited and the Company (Incorporated by
reference to the Company's Registration Statement on Form S-4,
File No. 333-1010).
2.3 Form of Offer Document dated March 28, 1996 of Addroute Limited
for NTL Group Limited (Incorporated by reference to the
Company's Registration Statement on Form S-4, File No.
333-1010).
2.4 Deed of Adjustment dated March 28, 1996 by and among Addroute
Limited and Mercury Asset Management plc. (Incorporated by
reference to the Company's Registration Statement on Form S-4,
File No. 333-1010).
2.5 Share Exchange Agreement, dated as of August 30, 1996, by and
among the Company, B/G Co., Booth American Company, Columbia
Management, Inc. and Robert T. Goad (Incorporated by reference
to the Company's Registration Statement on Form S-3, File No.
333-16751).
2.6 Share Purchase Agreement, dated October 7, 1996, by and among
the Company, South Wales Electricity plc and Swalec Telco
Investment Limited (Incorporated by reference to the Company's
Registration Statement on Form S-3, File No. 333-16751).
3.1 Restated Certificate of Incorporation (Incorporated by reference
from the Company's Registration Statement on Form S-3,
Registration File No. 333-07879).
3.1(a) Certificate of Ownership and Merger, dated as of March 26, 1997
(Incorporated by reference to Company's Form 8-K, dated and filed
with the Commission on March 26, 1997).
3.2 Restated By-Laws (Incorporated by reference to Exhibit 3.2,
Registration No. 33-63570).
4.1 Specimen of Common Stock Certificate (Incorporated by reference
to Exhibit 4.1, Registration File No. 33-63570).
4.2 Warrant Agreement dated February 14, 1996 between the Company
and Chemical Bank as Warrant Agent (Incorporated by reference to
the Company's Registration Statement on Form S-4, File No.
333-00118).
4.3 Form of Warrant to Purchase Common Stock (included in
Exhibit 4.2).
4.4 Indenture, dated as of October 1, 1993, by and between the
Company and Chemical Bank with respect to the 10-7/8% Senior
Notes (Incorporated by reference to Exhibit 4.1, Registration
File No. 33-63572).
4.5 Indenture, dated as of April 20, 1995, by and between the
Company and Chemical Bank as Trustee, with respect to the
12-3/4% Senior Notes (Incorporated by reference from the
Company's Registration Statement on Form S-4, File No.
33-92794).
4.6 Indenture, dated as of January 30, 1996, by and between the
Company and Chemical Bank as Trustee, with respect to the
11-1/2% Senior Notes (Incorporated by reference from the
Company's Registration Statement on Form S-4, File No.
333-00118).
4.7 First Supplemental Indenture, dated as of January 22, 1996, by
and among the Company and Chemical Bank, as Trustee, with
respect to the 12-3/4% Senior Notes (Incorporated by reference
from the Company's Registration Statement on Form S-4, File No.
333-00118).
4.8 First Supplemental Indenture, dated as of January 23, 1996, by
and among the Company and Chemical Bank, as Trustee, with
respect to the 10-7/8% Notes (Incorporated by reference from the
Company's Registration Statement on Form S-4, File No.
333-00118).
4.9 Indenture, dated as of February 12, 1997, by and between the
Company and The Chase Manhattan Bank, as Trustee, with respect
to the 10% Senior Notes (Incorporated by reference from the
Company's 1996 Form 10-K).
4.10 Indenture, dated as of March 13, 1998, by and between the
Company and The Chase Manhattan Bank, as Trustee, with respect
to the 9-1/2% Senior Notes.
4.11 Indenture, dated as of March 13, 1998, by and between the
Company and The Chase Manhattan Bank, as Trustee, with respect
to the 9-3/4% Senior Deferred Coupon Notes.
4.12 Indenture, dated as of March 13, 1998, by and between the
Company and The Chase Manhattan Bank, as Trustee, with respect
to the 10-3/4% Senior Deferred Coupon Notes.
4.13 Certificate of Designation, dated February 12, 1997, with
respect to the 13% Redeemable Preferred Stock (Incorporated by
reference from the Company's 1996 Form 10-K).
4.14 Certificate of Designation, dated October 7, 1996, in respect of
the Company's Series A Preferred Stock (Incorporated by
reference to the Company's Form 8-K, filed on October 9, 1996).
4.15 Registration Rights Agreement, dated February 12, 1997, by and
among the Company and Donaldson, Lufkin & Jenrette Securities
Corporation, Chase Securities, Inc. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated with respect to the 10% Senior Notes
(Incorporated by reference from the Company's 1996 Form 10-K).
4.16 Registration Rights Agreement, dated February 12, 1997, by and
among the Company and Donaldson, Lufkin & Jenrette Securities
Corporation, Chase Securities, Inc. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated with respect to the 13% Senior Notes
(Incorporated by reference from the Company's 1996 Form 10-K).
4.17 Registration Rights Agreement, dated as of March 13, 1998, by
and among the Company and Donaldson, Lufkin & Jenrette
International, Morgan Stanley & Co. International Limited, BT
Alex. Brown International, Chase Securities Inc. and Salomon
Brothers International Limited with respect to the 9-1/2% Senior
Notes.
4.18 Registration Rights Agreement, dated as of March 13, 1998, by
and among the Company and Donaldson, Lufkin & Jenrette
Securities Corporation, Morgan Stanley & Co. Incorporated, BT
Alex. Brown Incorporated, Chase Securities Inc. and Salomon
Brothers Inc with respect to the 9-3/4% Senior Deferred Coupon
Notes.
4.19 Registration Rights Agreement, dated as of March 13, 1998, by
and among the Company and Donaldson, Lufkin & Jenrette
International, Morgan Stanley & Co. International Limited, BT
Alex. Brown International, Chase Securities Inc. and Salomon
Brothers International Limited with respect to the 10-3/4%
Senior Deferred Coupon Notes.
4.20 Form of Preferred Stock (Incorporated by reference from the
Company's 1996 Form 10-K).
4.21 Indenture, dated as of June 12, 1996, by and between the Company
and Chemical Bank, as Trustee, with respect to the 7%
Convertible Note (Incorporated by reference from the Company's
Registration Statement on Form S-3, File No. 333-07879).
4.22 Registration Rights Agreement, dated June 12, 1996, by and among
the Company and Donaldson, Lufkin & Jenrette Securities
Corporation and Salomon Brothers Inc, with respect to the 7%
Convertible Notes (Incorporated by reference from the Company's
Registration Statement on Form S-3, File No. 33-07879).
4.23 Indenture, dated as of April 20, 1995, by and among the Company
and Chemical Bank, as Trustee, with respect to the 7-1/4%
Convertible Notes (Incorporated by reference from the Company's
Registration Statement on Form S-3, File No. 333-92792).
4.24 Registration Agreement, dated April 12, 1995, by and among the
Company and Salomon Brothers Inc, Donaldson, Lufkin & Jenrette
Securities Corporation and Goldman Sachs & Co., with respect to
the 7-1/4% Convertible Notes (Incorporated by reference from the
Company's Registration Statement on Form S-3, File No.
333-92792).
4.25 Rights Agreement entered into by the Company and Continental
Stock Transfer & Trust Company (Incorporated by reference to
Exhibit 4.2, Registration No. 33-63570).
10.1 Compensation Plan Agreements, as amended and restated effective
June 3, 1997.
10.2 Form of Director and Officer Indemnity Agreement (together with
a schedule of executed Indemnity Agreements) (Incorporated by
reference from the Company's Registration Statement on Form S-4,
File No. 33- 92794).
11 Statement re computation of per share earnings.
21 Subsidiaries of the Registrant.
23 Consent of Ernst & Young LLP.
23.1 Consent of Ernst & Young LLP.
27.1 Financial Data Schedule, for the year ended December 31, 1997.
27.2 Restated Financial Data Schedule, for the quarter ended
September 30, 1997.
27.3 Restated Financial Data Schedule, for the quarter ended
June 30, 1997.
27.4 Restated Financial Data Schedule, for the quarter ended
March 31, 1997.
27.5 Restated Financial Data Schedule, for the year ended
December 31, 1996.
27.6 Restated Financial Data Schedule, for the quarter ended
September 30, 1996.
27.7 Restated Financial Data Schedule, for the quarter ended
June 30, 1996.
27.8 Restated Financial Data Schedule, for the quarter ended
March 31, 1996.
99.1 Prescribed Diffusion Service License, dated July 21, 1987,
issued to British Cable Services Limited (now held by CableTel
Surrey and Hampshire Limited) for the area of West Surrey and
East Hampshire, England (Incorporated by reference to the
Company's Form 8-K, filed with the Commission on March 19,
1996).
99.2 Prescribed Diffusion Service License, dated December 3, 1990,
issued to Clyde Cablevision (renamed CableTel Glasgow) for the
area of Inverclyde, Scotland (Incorporated by reference to the
Company's Form 8-K, filed with the Commission on March 19,
1996).
99.3 Prescribed Diffusion Service License, dated December 3, 1990,
issued to Clyde Cablevision (renamed CableTel Glasgow) for the
area of Bearsden and Milngavie, Scotland (Incorporated by
reference to the Company's Form 8-K, filed with the Commission
on March 19, 1996).
99.4 Prescribed Diffusion Service License, dated December 3, 1990,
issued to Clyde Cablevision (renamed CableTel Glasgow) for the
area of Paisley and Renfrew, Scotland (Incorporated by reference
to the Company's Form 8-K, filed with the Commission on March
19, 1996).
99.5 Prescribed Diffusion Service License, dated July10, 1984, issued
to Clyde Cablevision (renamed CableTel Glasgow) for the area of
North Glasgow and Clydebank, Strathclyde, Scotland (Incorporated
by reference to the Company's Form 8-K, filed with the
Commission on March 19, 1996).
99.6 Prescribed Diffusion Service License, dated December 3, 1990,
issued to Clyde Cablevision (renamed CableTel Glasgow) for the
area of Greater Glasgow, Scotland (Incorporated by reference to
the Company's Form 8-K, filed with the Commission on March 19,
1996).
99.7 Prescribed Diffusion Service License, dated December 3, 1990,
issued to Newport Cablevision Limited (renamed CableTel Newport)
for the area of Newport, Wales (Incorporated by reference to the
Company's Form 8- K, filed with the Commission on March 19,
1996).
99.8 Prescribed Diffusion Service License, dated December 3, 1990,
issued to Cable and Satellite Television Holdings Ltd (renamed
CableTel West Glamorgan Limited) for the area of West Glamorgan,
Wales (Incorporated by reference to the Company's Form 8-K,
filed with the Commission on March 19, 1996).
99.9 Prescribed Diffusion Service License, dated December 3, 1990,
issued to British Cable Services Limited for the area of Cardiff
and Penarth, Wales (now held by CableTel Cardiff Limited)
(Incorporated by reference to the Company's Form 8-K, filed with
the Commission on March 19, 1996).
99.10 Prescribed Diffusion Service License, dated December 3, 1990,
issued to Kirklees Cable (renamed CableTel Kirklees) for the area
of Huddersfield and Dewsbury, West Yorkshire, England
(Incorporated by reference to the Company's Form 8-K, filed with
the Commission on March 19, 1996).
99.11 Prescribed Diffusion Service License, dated December 3, 1990,
issued to CableVision Communications Company of Hertfordshire Ltd
(renamed CableTel Hertfordshire Limited) for the area of
Broxbourne and East Hertfordshire, England (Incorporated by
reference to the Company's Form 8-K, filed with the Commission on
March 19, 1996).
99.12 Prescribed Diffusion Service License, dated December 3, 1990,
issued to CableVision Communications Company Ltd (renamed
CableTel Central Hertfordshire Limited) for the area of Central
Hertfordshire, England (Incorporated by reference to the
Company's Form 8-K, filed with the Commission on March 19, 1996).
99.13 Prescribed Diffusion Service License, dated March 26, 1990,
issued to CableVision Bedfordshire Limited (renamed CableTel
Bedfordshire Ltd.) for the area of Luton and South Bedfordshire
(Incorporated by reference to the Company's Form 8-K, filed with
the Commission on March 19, 1996).
99.14 Prescribed Diffusion Service License, dated December 3, 1990,
issued to CableVision North Bedfordshire Ltd (renamed CableTel
North Bedfordshire Ltd.) for the area of North Bedfordshire,
England (Incorporated by reference to the Company's Form 8-K,
filed with the Commission on March 19, 1996).
99.15 Local Delivery Service License, dated October 2, 1995, issued to
CableTel Northern Ireland Limited for Northern Ireland
(Incorporated by reference to the Company's Form 8-K, filed with
the Commission on March 19, 1996).
99.16 Local Delivery Service License, dated December 6, 1995, issued to
CableTel South Wales Limited for Glamorgan and Gwent, Wales
(Incorporated by reference to the Company's Form 8-K, filed with
the Commission on March 19, 1996).
99.17 Local Delivery Service License, dated March 13, 1991, issued to
Maxwell Cable TV Limited for Pembroke Dock, Dyfed, Wales (now
held by Metro South Wales Limited) (Incorporated by reference to
the Company's Form 8-K, filed with the Commission on March 19,
1996).
99.18 Local Delivery Service License, dated March 15, 1991, issued to
Maxwell Cable TV Limited for Camarthen, Wales (now held by Metro
South Wales Limited) (Incorporated by reference to the Company's
Form 8-K, filed with the Commission on March 19, 1996).
99.19 Local Delivery Service License, dated March 15, 1991, issued to
Maxwell Cable TV Limited for Milford Haven, Wales (now held by
Metro South Wales Limited) (Incorporated by reference to the
Company's Form 8-K, filed with the Commission on March 19, 1996).
99.20 Local Delivery Service License, dated March 15, 1991, issued to
Maxwell Cable TV Limited for Cwmgors (Amman Valley), West
Glamorgan, Wales (Incorporated by reference to the Company's Form
8-K, filed with the Commission on March 19, 1996).
99.21 Local Delivery Service License, dated March 15, 1991, issued to
Maxwell Cable TV Limited for Ammanford, West Glamorgan, Wales
(Incorporated by reference to the Company's Form 8-K, filed with
the Commission on March 19, 1996).
99.22 Local Delivery Service License, dated March 15, 1991, issued to
Maxwell Cable TV Limited for Brecon, Gwent, Wales (Incorporated
by reference to the Company's Form 8-K, filed with the Commission
on March 19, 1996).
99.23 Local Delivery Service License, dated March 15, 1991, issued to
Maxwell Cable TV Limited for Haverfordwest, Preseli, Wale
(Incorporated by reference to the Company's Form 8-K, filed with
the Commission on March 19, 1996).
99.24 Local Delivery Service License, dated March 15, 1991, issued to
Maxwell Cable TV Limited for Neyland, Preseli, Wales (now held by
Metro South Wales Limited) (Incorporated by reference to the
Company's Form 8-K, filed with the Commission on March 19, 1996).
99.25 License, dated January 11, 1991, issued to Cablevision
Communications the Company of Hertfordshire Ltd (renamed CableTel
Hertfordshire Limited) for the Hertford, Cheshunt and Ware (Lea
Valley) cable franchise, England (Incorporated by reference to
the Company's Form 8-K, filed with the Commission on March 19,
1996).
99.26 License, dated December 8, 1990, issued to Cablevision
Communications the Company Limited for Central Hertfordshire
(renamed CableTel Central Hertfordshire Limited), England
(Incorporated by reference to the Company's Form 8-K, filed with
the Commission on March 19, 1996).
99.27 License, dated August 23, 1989, issued to Cablevision
Bedfordshire Limited for Bedford and surrounding areas, England
(Incorporated by reference to the Company's Form 8-K, filed with
the Commission on March 19, 1996).
99.28 License, dated January 9, 1991, issued to Cablevision North
Bedfordshire Ltd for North Bedfordshire, England (Incorporated by
reference to the Company's Form 8-K, filed with the Commission on
March 19, 1996).
99.29 License, dated January 29, 1991, issued to Clyde Cablevision
(renamed CableTel Glasgow) for the Inverclyde Cable Franchise,
Scotland (Incorporated by reference to the Company's Form 8-K,
filed with the Commission on March 19, 1996).
99.30 License, dated January 29, 1991, issued to Clyde Cablevision
(renamed CableTel Glasgow) for the Bearsden and Milngavie Cable
Franchise, Scotland (Incorporated by reference to the Company's
Form 8-K, filed with the Commission on March 19, 1996).
99.31 License, dated January 29, 1991, issued to Clyde Cablevision
(renamed CableTel Glasgow) for the Paisley and Renfrew Cable
Franchise, Scotland (Incorporated by reference to the Company's
Form 8-K, filed with the Commission on March 19, 1996).
99.32 License, dated June 7, 1985, issued to Clyde Cablevision Ltd
(renamed CableTel Glasgow) for North West Glasgow and Clydebank,
Scotland (Incorporated by reference to the Company's Form 8-K,
filed with the Commission on March 19, 1996).
99.33 License, dated January 29, 1991, issued to Clyde Cablevision
(renamed CableTel Glasgow) for the Greater Glasgow cable
franchise, Scotland (Incorporated by reference to the Company's
Form 8-K, filed with the Commission on March 19, 1996).
99.34 License, dated October 13, 1993, issued to Insight Communications
Cardiff Limited (renamed CableTel Cardiff Limited) for Cardiff,
Wales (Incorporated by reference to the Company's Form 8-K, filed
with the Commission on March 19, 1996).
99.35 License, dated January 22, 1991, issued to Newport Cablevision
Limited (renamed CableTel Newport), for Newport Cable franchise,
Wales (Incorporated by reference to the Company's Form 8-K, filed
with the Commission on March 19, 1996).
99.36 License, dated May 18, 1990, issued to Cable and Satellite
Television Holdings Limited (renamed CableTel West Glamorgan
Limited) for West Glamorgan, Wales (Incorporated by reference to
the Company's Form 8-K, filed with the Commission on March 19,
1996).
99.37 License, dated December 20, 1990, issued to Kirklees Cable
(renamed CableTel Kirklees) for the Huddersfield and Dewsbury
cable franchise, England (Incorporated by reference to the
Company's Form 8-K, filed with the Commission on March 19, 1996).
99.38 License, dated October 13, 1993, issued to Insight Communications
Guildford Limited (renamed CableTel Surrey and Hampshire Limited)
for the West Surrey/East Hampshire (Guildford) Cable Franchise,
England (Incorporated by reference to the Company's Form 8-K,
filed with the Commission on March 19, 1996).
99.39 License, dated January 20, 1995, issued to CableTel Bedfordshire
Ltd. for the area of South Bedfordshire, England (Incorporated by
reference to the Company's Form 8-K, filed with the Commission on
March 19, 1996).
99.40 License, dated January 20, 1995, issued to CableTel North
Bedfordshire Ltd. for the area of Bedford, England (Incorporated
by reference to the Company's Form 8-K, filed with the Commission
on March 19, 1996).
99.41 License, dated January 20, 1992, issued to Cable and Satellite
Television Holdings Limited (renamed CableTel West Glamorgan
Limited) for the area of Swansea, Neath and Port Talbot, Wales
(Incorporated by reference to the Company's Form 8-K, filed with
the Commission on March 19, 1996).
99.42 License, dated January 20, 1995, issued to Cabletel Hertfordshire
Ltd. for the area of Hertford, Cheshunt and Ware (Lea Valley),
England (Incorporated by reference to the Company's Form 8-K,
filed with the Commission on March 19, 1996).
99.43 License, dated January 20, 1995, issued to Cabletel Central
Hertfordshire Ltd. for the area of Central Hertfordshire, England
(Incorporated by reference to the Company's Form 8-K, filed with
the Commission on March 19, 1996).
99.44 License, dated July 21, 1995, issued to CableTel Kirklees
(Incorporated by reference to the Company's Form 8-K, filed with
the Commission on March 19, 1996).
99.45 License, dated June 8, 1995, issued to CableTel Bedfordshire Ltd.
(Incorporated by reference to the Company's Form 8-K, filed with
the Commission on March 19, 1996).
99.46 License, dated October 27, 1995, issued to Metro South Wales
Limited for the area of Neyland, Wales (Incorporated by reference
to the Company's Form 8-K, filed with the Commission on March 19,
1996).
99.47 License, dated October 27, 1995, issued to Metro South Wales
Limited for the area of Cwmgors, Wales (Incorporated by reference
to the Company's Form 8-K, filed with the Commission on March 19,
1996).
99.48 License, dated October 27, 1995, issued to Metro South Wales
Limited for the area of Ammanford, Wales (Incorporated by
reference to the Company's Form 8-K, filed with the Commission on
March 19, 1996).
99.49 License, dated October 27, 1995, issued to Metro South Wales
Limited for the area of Carmarthen, Wales (Incorporated by
reference to the Company's Form 8-K, filed with the Commission on
March 19, 1996).
99.50 License, dated October 27, 1995, issued to Metro South Wales
Limited for the area of Haverfordwest, Wales (Incorporated by
reference to the Company's Form 8-K, filed with the Commission on
March 19, 1996).
99.51 License, dated October 27, 1995, issued to Metro South Wales
Limited for the area of Pembroke Dock, Wales (Incorporated by
reference to the Company's Form 8-K, filed with the Commission on
March 19, 1996).
99.52 License, dated October 27, 1995, issued to Metro South Wales
Limited for the area of Milford Haven, Wales (Incorporated by
reference to the Company's Form 8-K, filed with the Commission on
March 19, 1996).
99.53 License, dated October 27, 1995, issued to CableTel South Wales
Limited for the area of Glamorgan and Gwent, Wales (Incorporated
by reference to the Company's Form 8-K, filed with the Commission
on March 19, 1996).
99.54 License, dated January 26, 1996, issued to Cabletel South Wales
Limited, for part of the Glamorgan area (Incorporated by
reference to the Company's Form 8-K, filed with the Commission on
March 19, 1996).
99.55 License, dated November 3, 1997, issued to NTL (UK) Group, Inc.
for the Provision of Radio Fixed Access Operator Services.
99.56 Agreement and Plan of Amalgamation; Undertaking of Comcast
Corporation; Undertaking of Warburg, Pincus Investors, L.P.
(Incorporated by reference to the Company's Form 8-K dated
February 5, 1998).
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated March 20, 1998, included in the
Annual Report on Form 10-K of NTL Incorporated and Subsidiaries for the
year ended December 31, 1997, with respect to the consolidated financial
statements, as amended, included in this Form 10-K/A.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
New York, New York
November 5, 1998
