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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
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NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
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William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
NTL COMMUNICATIONS CORP.
(Exact name of obligor as specified in its charter)
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DELAWARE 52-1822078
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
110 EAST 59TH STREET, 26TH FLOOR
NEW YORK, NEW YORK 10022
(Address of principal executive offices) (Zip Code)
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7% CONVERTIBLE SUBORDINATED NOTES DUE 2008
(Title of the indenture securities)
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GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a)Name and address of each examining or supervising authority to which
it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
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Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No.
333-06249, which is incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the thirtieth day of August 2000.
THE CHASE MANHATTAN BANK
By /s/Andrew M. Deck
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Andrew M. Deck
Vice President
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Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1998, in accordance
with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
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DOLLAR AMOUNTS
ASSETS IN MILLIONS
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Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ......................................................... $ 13,915
Interest-bearing balances ................................................. 7,805
Securities:
Held to maturity securities .................................................... 1,429
Available for sale securities .................................................. 56,327
Federal funds sold and securities purchased under
agreements to resell ...................................................... 21,733
Loans and lease financing receivables:
Loans and leases, net of unearned income ......................... $131,095
Less: Allowance for loan and lease losses ........................ 2,711
Less: Allocated transfer risk reserve ............................ 0
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Loans and leases, net of unearned income,
allowance, and reserve .................................................... 128,384
Trading Assets ................................................................. 48,949
Premises and fixed assets (including capitalized
leases) ........................................................................ 3,095
Other real estate owned ........................................................ 239
Investments in unconsolidated subsidiaries and
associated companies ...................................................... 199
Customers' liability to this bank on acceptances
outstanding ............................................................... 1,209
Intangible assets .............................................................. 2,081
Other assets ................................................................... 11,352
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TOTAL ASSETS ................................................................... $296,717
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LIABILITIES
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Deposits
In domestic offices .................................................... $105,879
Noninterest-bearing .................................................... $ 39,175
Interest-bearing ....................................................... 66,704
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In foreign offices, Edge and Agreement,
subsidiaries and IBF's.................................................. 79,294
Noninterest-bearing .................................................... $ 4,082
Interest-bearing ....................................................... 75,212
Federal funds purchased and securities sold under agree-
ments to repurchase ......................................................... 32,546
Demand notes issued to the U.S. Treasury .................................... 629
Trading liabilities ......................................................... 36,807
Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
With a remaining maturity of one year or less .......................... 4,478
With a remaining maturity of more than one year through three years .... 213
With a remaining maturity of more than three years
115
Bank's liability on acceptances executed and outstanding .................... 1,209
Subordinated notes and debentures ........................................... 5,408
Other liabilities ........................................................... 10,855
TOTAL LIABILITIES ........................................................... 277,433
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EQUITY CAPITAL
Perpetual preferred stock and related surplus ............................... 0
Common stock ................................................................ 1,211
Surplus (exclude all surplus related to preferred stock) ................... 11,016
Undivided profits and capital reserves ...................................... 6,762
Net unrealized holding gains (losses)
on available-for-sale securities ............................................ 279
Cumulative foreign currency translation adjustments ......................... 16
TOTAL EQUITY CAPITAL ........................................................ 19,284
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TOTAL LIABILITIES AND EQUITY CAPITAL ........................................ $296,717
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I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR.)
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