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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. 2
(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. 2 supplements and amends the Prospectus dated
August 30, 2000 and the Prospectus Supplement No. 1 dated September 14, 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>
Lehman Brothers Inc. 2,500,000
</TABLE>
In addition, the information with respect to the Selling Security Holders is
amended by deleting the following Selling Security Holders from the table: Ohio
National Equity Income Portfolio, on behalf of its Ohio National Fund, Inc., Sun
America Series Trust, on behalf of its Federated Utility Portfolio, Federated
Utility Funds, Inc., Federated Insurance Series, on behalf of its Federated
Utility Fund II, Federated
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Insurance Series, on behalf of its Federated Equity Income Fund II, Federated
Equity Income Fund, Inc. and Nationwide Family of Funds, on behalf of its
Nationwide Equity Income Fund.
The Prospectus, together with Prospectus Supplement No.1 and this Prospectus
Supplement No.2 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. 2 is dated October 24, 2000.
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