SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G**
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
NTL Incorporated
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
629407107
(CUSIP Number)
December 31, 1998
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
**The total number of shares of Stock reported herein is 5,768,961 shares,
which constitutes approximately 9.4% of the 61,298,672 shares deemed
outstanding pursuant to Rule 13d-3(d)(1). Unless otherwise stated herein,
all other ownership percentages set forth herein assume that there are
60,155,817 shares outstanding.<PAGE>
<PAGE>
CUSIP No. 629407107
1. Name of Reporting Person:
Prime 66 Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 4,384,871
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 4,384,871
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
5,201,196 (1)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 8.5% (2)
12. Type of Reporting Person: PN
- ----------
(1) Includes 816,325 shares obtainable on conversion of the Issuer's 7.00%
Convertible Subordinated Notes due 2008.
(2) Pursuant to Rule 13d-3(d)(1)(i), the number of shares deemed to be
outstanding is 60,972,142.
<PAGE>
<PAGE>
CUSIP No. 629407107
1. Name of Reporting Person:
Composite 66, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: -0-
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: -0-
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
241,235 (1)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.4%
12. Type of Reporting Person: PN
- ----------
(1) Pursuant to Rule 13d-3(d)(1)(i)(C), such shares may be deemed to be
beneficially owned pursuant to the power to terminate a managed account.
<PAGE>
<PAGE>
CUSIP No. 629407107
1. Name of Reporting Person:
H & S Partners I
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: -0-
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: -0-
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
326,530 (1)(2)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.5% (3)
12. Type of Reporting Person: PN
- ----------
(1) Represents shares obtainable on conversion of the Issuer's 7.00%
Convertible Subordinated Notes due 2008.
(2) Pursuant to Rule 13d-3(d)(1)(i)(C), such shares may be deemed to be
beneficially owned pursuant to the power to terminate a managed account.
(3) Pursuant to Rule 13d-3(d)(1)(i), the number of shares deemed to be
outstanding is 60,482,347.
<PAGE>
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby amend their Schedule 13G Statement dated May
14, 1998, as amended by Amendment No. 1 dated February 5, 1999 (the "Schedule
13G"), relating to the Common Stock, par value $0.01 per share, of NTL
Incorporated (the "Issuer"). Unless otherwise indicated, all defined terms
used herein shall have the same meanings as those set forth in the Schedule
13G.
Item 2(a). Names of Persons Filing.
Item 2(a) is hereby amended and restated in its entirety as follows:
Pursuant to Rules 13d-1(k)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended
(the "Act"), this Schedule 13G Statement is hereby filed by Prime 66
Partners, L.P., a Texas limited partnership ("Prime"), Composite 66, L.P., a
Texas limited partnership ("Composite") and H & S Partners I, a Texas general
partnership ("H&S")(collectively, the "Reporting Persons"). The Reporting
Persons are making this single, joint filing because they may be deemed to
constitute a "group" within the meaning of Section 13(d)(3) of the Act,
although neither the fact of this filing nor anything contained herein shall
be deemed an admission by the Reporting Persons that a group exists.
Additionally, information is included herein with respect to the following
persons (collectively, the "Controlling Persons"): P-66 Genpar, L.P., a
Texas limited partnership ("Genpar"), Carmel Land & Cattle Co., a Texas
corporation ("Carmel"), William P. Hallman, Jr. ("Hallman"), P-66, Inc., a
Texas corporation ("P-66"), The Sid R. Bass Management Trust, a revocable
trust existing under the laws of the state of Texas ("Trust"), Sid R. Bass
("SRB"), Hyatt Anne Bass Successor Trust, a Texas Trust ("HBST"), Samantha
Sims Bass Successor Trust, a Texas Trust ("SBST"), Panther City Investment
Company, a Texas corporation ("PCIC") and Panther City Production Company, a
Texas corporation ("PCPC").
Item 2(b). Address of Principal Business Office, or if None, Residence.
Item 2(b) is hereby amended and restated in its entirety as follows:
The principal business office for each of (1) the Reporting Persons, (2)
Genpar, (3) Carmel, and (4) P-66 is 201 Main Street, Suite 3200, Fort Worth,
Texas 76102.
The principal business office for each of (1) Trust, and (2) SRB is 201
Main Street, Suite 2700, Fort Worth, Texas 76102.
The principal business office for each of (1) HBST, (2) SBST, (3) PCIC,
and (4) PCPC is 201 Main Street, Suite 2600, Fort Worth, Texas 76102.
The principal business office for Hallman is 201 Main Street, Suite
2500, Fort Worth, Texas 76102.
Item 4. Ownership.
Item 4 is hereby amended and restated in its entirety as follows:
(a) - (b)
Reporting Persons
Prime
Pursuant to Rule 13d-3(a), Prime is the beneficial owner of 4,384,871
shares of the Stock, which constitutes approximately 7.2% of the outstanding
shares of Stock. In addition, pursuant to Rule 13d-3(d)(1)(i), Prime may be
deemed to be the beneficial owner of an additional 816,325 shares of the
Stock obtainable upon conversion of $50,000,000 principal amount of the
Issuer's 7.00% Convertible Subordinated Notes due 2008 (the "Bonds") held by
Prime, which constitutes 1.3% of the shares of Stock deemed to be outstanding
thereunder.
Composite
Pursuant to Rule 13d-3(a), Composite is the beneficial owner of 241,235
shares of the Stock, which constitutes approximately 0.4% of the outstanding
shares of Stock.
H&S
Pursuant to Rule 13d-3(d)(1)(i), H&S may be deemed to be the beneficial
owner of 326,530 shares of the Stock obtainable upon conversion of
$20,000,000 principal amount of the Bonds held by H&S, which constitutes 0.5%
of the shares of Stock deemed to be outstanding thereunder.
Controlling Persons
Each of (1) Genpar, as one of two general partners of Prime and
Composite and (2) Carmel, as the sole general partner of Genpar, may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
5,442,431 shares of the Stock, which constitutes approximately 8.9% of the
outstanding shares of Stock.
In his capacity as the sole shareholder of Carmel, Hallman may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 5,442,431
shares of the Stock, which constitutes approximately 8.9% of the outstanding
shares of Stock.
In its capacity as one of two general partners of Prime and Composite,
P-66 may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 5,442,431 shares of the Stock, which constitutes approximately 8.9%
of the outstanding shares of Stock.
In its capacity as the sole shareholder of P-66, Trust may, pursuant to
Rule 13d-3 of the Act, be deemed to be the beneficial owner of 5,442,431
shares of the Stock, which constitutes approximately 8.9% of the outstanding
shares of Stock.
In his capacity as a Trustee of Trust, SRB may, pursuant to Rule 13d-3
of the Act, be deemed to be the beneficial owner of 5,442,431 shares of the
Stock, which constitutes approximately 8.9% of the outstanding shares of
Stock.
Each of (1) HBST and (2) SBST, as the two general partners of H&S, may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
326,530 shares of the Stock, which constitutes approximately 0.5% of the
outstanding shares of Stock.
Each of (1) PCIC, because of its position as the trustee of HBST and
SBST, and (2) PCPC, because of its position as the sole shareholder of PCIC,
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner
of 326,530 of the Stock, which constitutes approximately 0.5% of the
outstanding shares of the Stock.
To the best of the knowledge of the Reporting Persons, other than as set
forth above, none of the persons named in Item 2 herein is the beneficial
owner of any shares of the Stock.
(c)
Reporting Persons
Prime
Acting through its two general partners, Genpar and P-66, Prime has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 4,384,871 shares of the Stock.
Composite
Composite has no power to vote or to direct the vote or to dispose or
direct the disposition of any shares of the Stock.
H&S
H&S has no power to vote or to direct the vote or to dispose or direct
the disposition of any shares of the Stock.
Controlling Persons
Acting through its general partner, Carmel, and in its capacity as one
of two general partners of Prime and Composite, Genpar has the shared power
to vote or to direct the vote and to dispose or to direct the disposition of
4,384,871 shares of the Stock.
In his capacity as the sole shareholder of Carmel, Hallman has the
shared power to vote or to direct the vote and to dispose or to direct the
disposition of 4,384,871 shares of the Stock.
In its capacity as one of two general partners of Prime and Composite,
P-66 has the shared power to vote or to direct the vote and to dispose or to
direct the disposition of 4,384,871 shares of the Stock.
In its capacity as the sole shareholder of P-66, Trust has the shared
power to vote or to direct the vote and to dispose or to direct the
disposition of 4,384,871 shares of the Stock.
In his capacity as a Trustee of Trust, SRB has the shared power to vote
or to direct the vote and to dispose or to direct the disposition of
4,384,871 shares of the Stock.
<PAGE>
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
DATED: February 19, 1999
PRIME 66 PARTNERS, L.P.
By: P-66, INC.,
general partner
By: /s/ W.R. Cotham
W.R. Cotham, Vice-President
By: P-66 GENPAR, L.P.,
general partner
By: Carmel Land & Cattle Co.,
general partner
By: /s/ W.R. Cotham
W.R. Cotham, Attorney-in-Fact
COMPOSITE 66, L.P.
By: P-66, INC.,
general partner
By: /s/ W.R. Cotham
W.R. Cotham, Vice-President
By: P-66 GENPAR, L.P.,
general partner
By: Carmel Land & Cattle Co.,
general partner
By: /s/ W.R. Cotham
W.R. Cotham, Attorney-in-Fact
H & S PARTNERS I
By: HYATT ANNE BASS SUCCESSOR TRUST,
general partner
By: SAMANTHA SIMS BASS SUCCESSOR TRUST,
general partner
By: Panther City Investment Company, Trustee
By: /s/ W.R. Cotham
W.R. Cotham, President
<PAGE>
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
24.1 Power of Attorney authorizing W. Robert Cotham, William O. Reimann
IV, Mark L. Hart, Jr., Thomas W. Briggs, and Calvin M. Jackson to
act on behalf of Prime 66 Partners, L.P., previously filed.
24.2 Joint Filing Agreement and Power of Attorney authorizing W. Robert
Cotham, William O. Reimann IV, Mark L. Hart, Jr., Thomas W. Briggs,
and Calvin M. Jackson to act on behalf of Prime 66 Partners, L.P.
and Composite 66, L.P., previously filed.
24.3 Joint Filing Agreement and Power of Attorney authorizing W. Robert
Cotham, William O. Reimann IV, Mark L. Hart, Jr., Thomas W. Briggs,
and Calvin M. Jackson to act on behalf of H & S Partners I filed
herewith.
Exhibit 24.3
1. Joint Filing. Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G
of the General Rules and Regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended, the
undersigned agrees that the statement to which this Exhibit is attached is
filed on behalf of each of them in the capacities set forth below.
2. Power of Attorney. Know all persons by these presents that each
person whose signature appears below constitutes and appoints W. Robert
Cotham, William O. Reimann IV, Mark L. Hart, Jr., Thomas W. Briggs, and
Calvin M. Jackson, and each of them, as his true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution, for such
person and in such person's name, place and stead, in any and all capacities,
to sign any and all reports filed pursuant to Sections 13(d), 13(g) or 16(a)
of the Securities Exchange Act of 1934, filed on behalf of each of them with
respect to their beneficial ownership of NTL Incorporated, and any and all
amendments thereto, and to file the same, with all exhibits thereto and all
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or such person or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
DATED: February 19, 1999
H & S PARTNERS I
By: HYATT ANNE BASS SUCCESSOR TRUST,
general partner
By: SAMANTHA SIMS BASS SUCCESSOR TRUST,
general partner
By: Panther City Investment Company, Trustee
By: /s/ W.R. Cotham
W.R. Cotham, President
