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Filed pursuant to
Rule 424 (b)(3)
Reg Nos. 333-42792,
333-42792-01 and
333-42792-02
PROSPECTUS SUPPLEMENT NO. 3
(To Prospectus dated August 30, 2000)
NTL Communications Corp.
7% Convertible Subordinated Notes Due 2008
NTL Incorporated
Shares of Common Stock
This Prospectus Supplement No. 3 supplements and amends the Prospectus dated
August 30, 2000, the Prospectus Supplement No. 1 dated September 14, 2000 and
the Prospectus Supplement No. 2 dated October 24, 2000 relating to the 7%
Convertible Subordinated Notes Due 2008 of NTL Communications Corp. and the
shares of NTL Incorporated's common stock, par value $.01 per share, issuable
upon conversion of the Convertible Notes. The table on pages 44 of the
Prospectus and in the Prospectus Supplement No. 1 sets forth information with
respect to the Selling Security Holders (as defined in the Prospectus) and the
respective amounts of Convertible Notes beneficially owned by each Selling
Securityholder that may be offered pursuant to the Prospectus. This Prospectus
Supplement amends that table by adding the following Selling Security Holders,
or to the extent such persons are already named as Selling Security Holders, by
amending the respective amounts of Convertible Notes beneficially owned.
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT AT
MATURITY OF
DEBENTURES
BENEFICIALLY
OWNED AND
SELLING SECURITY HOLDERS OFFERED ($)
------------------------ -------------
<S> <C>
Sage Capital 2,000,000
</TABLE>
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The Prospectus, together with Prospectus Supplement No.1, Prospectus Supplement
No.2 and this Prospectus Supplement No.3 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 4 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. 3 is dated December 21, 2000.
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