PROSPECTUS SUPPLEMENT NO. 5 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. 5 supplements and amends the Prospectus
dated September 20, 1996, as amended and supplemented by the Prospectus
Supplements dated April 15, 1997, May 23, 1997, October 24, 1997 and November
18, 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 items 1 and 72 of that
table with the corresponding items set forth below and (ii) adding items 73
through 75 set forth below to that table.
Selling Holder Principal Amount
of Convertible Notes
"1. Donaldson Lufkin & Jenrette Securities................. $ 42,684,000
72. LB Series Fund, Inc. .................................. $ 5,900,000
73. LB High Yield Fund, Inc. .............................. $ 4,100,000
74. Ardsley Partners L.P. ................................. $ 10,350,000
75. Any other holder of Convertible Notes or future
transferee from such holder............................ $ 25,719,500
Total.................................................. $275,000,000"
The Prospectus, together with this Prospectus Supplement No. 5, 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. 5 is February 18, 1998.
