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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. 4
(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. 4 supplements and amends the Prospectus dated
August 30, 2000, the Prospectus Supplement No. 1 dated September 14, 2000,
the Prospectus Supplement No. 2 dated October 24, 2000 and the Prospectus
Supplement No. 3 dated December 21, 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>
Van Kampen Harbor Fund 5,000,000
</TABLE>
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The Prospectus, together with Prospectus Supplement No.1, Prospectus Supplement
No.2, Prospectus Supplement No.3 and this Prospectus Supplement No.4 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.4 is dated January 10, 2001.
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