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NTL COMMUNICATIONS CORP. EXHIBIT 99.3
OFFER FOR ALL OUTSTANDING
11 7/8% SENIOR NOTES DUE 2010
IN EXCHANGE FOR
11 7/8% SERIES B SENIOR NOTES DUE 2010
To Our Clients:
Enclosed for your consideration is a prospectus dated , 2000
(the "Prospectus"), and the related letter of transmittal (the "Letter of
Transmittal"), relating to the offer (the "Exchange Offer") of NTL
Communications Corp. (the "Company") to exchange an aggregate principal amount
of up to $500,000,000 of its 11 7/8% Series B Senior Notes due 2010 for a like
principal amount of its issued and outstanding 11 7/8% Senior Notes due 2010
(the "Old Notes"), upon the terms and subject to the conditions described in the
Prospectus. The Exchange Offer is being made in order to satisfy certain
obligations of the Company contained in the registration rights agreement in
respect of the Old Notes, dated October 2, 2000 by and among the Company and the
initial purchasers referred to therein.
This material is being forwarded to you as the beneficial owner of the Old
Notes carried by us in your account but not registered in your name. A tender of
such Old Notes may only be made by us as the holder of record and pursuant to
your instructions.
Accordingly, we request instructions as to whether you wish us to tender on
your behalf the Old Notes held by us for your account, pursuant to the terms and
conditions set forth in the enclosed Prospectus and Letter of Transmittal.
Your instructions should be forwarded to us as promptly as possible in
order to permit us to tender the Old Notes on your behalf in accordance with the
provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m.,
New York City time, on , 2000, unless extended by the Company (the
"Expiration Date"). Any Old Notes tendered pursuant to the Exchange Offer may be
withdrawn at any time before the Expiration Date.
Your attention is directed to the following:
1. The Exchange Offer is for any and all Old Notes.
2. The Exchange Offer is subject to certain conditions set forth in
the Prospectus in the section captioned "The Exchange Offer -- Certain
Conditions of the Exchange Offer."
3. Any transfer taxes incident to the transfer of Old Notes from the
holder to the Company will be paid by the Company, except as otherwise
provided in the Instructions in the Letter of Transmittal.
4. The Exchange Offer expires at 5:00 p.m., New York City time, on
, 2000, unless extended by the Company.
If you wish to have us tender your Old Notes, please so instruct us by
completing, executing and returning to us the instruction form on the back of
this letter. The letter of Transmittal is furnished to you for information only
and may not be used directly by you to tender Old Notes.
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INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER
The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein
relating to the Exchange Offer made by NTL Communications Corp. with respect to its Old Notes.
This will instruct you to tender the Old Notes held by you for the account of the undersigned, upon
and subject to the terms and conditions set forth in the Prospectus and the related Letter of
Transmittal.
Please tender the Old Notes held by you for my account as indicated below:
AGGREGATE PRINCIPAL AMOUNT AT MATURITY OF OLD NOTES
TENDERED
11 7/8% Senior Notes due 2010 ----------------------------------------------------------
[ ] Please do tender any Old Notes ----------------------------------------------------------
held by you for my account. ----------------------------------------------------------
Dated: SIGNATURE(S)
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2001 ----------------------------------------------------------
PLEASE PRINT NAME(S) HERE
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ADDRESS(ES)
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AREA CODE AND TELEPHONE NUMBER
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TAX IDENTIFICATION OR SOCIAL SECURITY NO(S).
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None of the Old Notes held by us for your account will be tendered unless
we receive written instructions from you to do so. Unless a specific contrary
instruction is given in the space provided, your signature(s) hereon shall
constitute an instruction to us to tender all the Old Notes held by us for your
account.
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