SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G**
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
NTL Incorporated
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
629407107
(CUSIP Number)
December 31, 1999
(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 7,185,205 shares, which
constitutes approximately 6.7% of the 106,784,158 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 105,355,584 shares
outstanding.
<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: 5,481,088
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 5,481,088
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
6,501,498 (1)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 6.1% (2)
12. Type of Reporting Person: PN
- ----------
(1) Includes 1,020,410 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 106,375,994.
<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:
275,543 (1)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.3%
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>
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:
408,164 (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): 0.4% (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 105,763,748.
<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, as amended by Amendment No. 2
dated February 19, 1999 (the "Schedule 13G"), relating to the Common Stock, par
value $0.01 per share (the "Stock"), 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 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 5,481,088
shares of the Stock, which constitutes approximately 5.2% 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 1,020,410 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 1.0% of the shares of Stock deemed to be outstanding thereunder.
Composite
Pursuant to Rule 13d-3(a), Composite is the beneficial owner of 275,543
shares of the Stock, which constitutes approximately 0.3% 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 408,164 shares of the Stock obtainable upon conversion of $20,000,000
principal amount of the Bonds held by H&S, which constitutes 0.4% 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 6,777,041 shares of the
Stock, which constitutes approximately 6.4% 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 6,777,041 shares
of the Stock, which constitutes approximately 6.4% 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
6,777,041 shares of the Stock, which constitutes approximately 6.4% 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 6,777,041 shares
of the Stock, which constitutes approximately 6.4% 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 6,777,041 shares of the Stock,
which constitutes approximately 6.4% 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
408,164 shares of the Stock, which constitutes approximately 0.4% 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
408,164 of the Stock, which constitutes approximately 0.4% 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 5,481,088 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 5,481,088
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 5,481,088 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 5,481,088 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
5,481,088 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 5,481,088
shares of the Stock.
<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 11, 2000
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, Vice President
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, Vice President
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>
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 previously
filed.
