UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
NTL Incorporated
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
629407107
(CUSIP Number)
Kenneth K. Claydon
Secretary's Department
Cable and Wireless plc
124 Theobalds Road
London WC1X 8RX
United Kingdom
Tel: (44) 20 7315 4000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 30, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
<PAGE>
SCHEDULE 13D
CUSIP No. 629407107 Page 2 of 7 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Cable and Wireless plc
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
7 SOLE VOTING POWER
44,362,613
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 44,362,613
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,362,613
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the common stock, par
value $0.01 per share, ("NTL Shares") of NTL Incorporated
("NTL"). The principal executive offices of NTL are located at
110 East 59th Street, New York, New York 10022.
Item 2. Identity and Background.
This statement is being filed by Cable and Wireless plc ("Cable &
Wireless"), an international provider of telecommunications and
multimedia communications services. Cable & Wireless is a public
limited company incorporated and registered in England and Wales.
The address of Cable & Wireless' principal business and office is
124 Theobalds Road, London, WC1X 8RX, United Kingdom.
Following is a list of the directors and executive officers of
Cable & Wireless.
<TABLE>
Cable & Wireless Directors and Executive Officers
-----------------------------------------------------------------------------------------------------------------
Position at Present Principal Occupation and
Name Cable & Wireless Address where Conducted Citizenship
----------------------------- ------------------------ --------------------------------------- ---------------
<S> <C> <C> <C>
Sir Ralph Robins Chairman and Chairman of Rolls-Royce plc, 65 United Kingdom
Non-executive Director Buckingham Gate, London, SW1E 6AT,
England
Graham M. Wallace Chief Executive Same United Kingdom
Robert E. Lerwill Executive Director, Same United Kingdom
Finance and Regional
Business
Stephen R. Pettit Executive Director, Same United Kingdom
Corporate Development
Sir Winfried F.W. Bischoff Non-executive Director Chairman of Citigroup Europe, Germany
and Deputy Chairman Citigroup Centre, 33 Canada Square,
Canary Wharf, London, E14 5LB, England
Dr. Janet P. Morgan Non-executive Director Same United Kingdom
David P. Nash Non-executive Director Same United Kingdom
The Hon. Raymond Seitz Non-executive Director Vice Chairman of Lehman Brothers, One United States
Broadgate, London, EC2M 7HA, England
Kenneth K. Claydon Company Secretary Same United Kingdom
Mike McTighe Executive Director, Same United Kingdom
CEO Global Operations
Don B. Reed Executive Director, Same United Kingdom
CEO Global Services
</TABLE>
Unless otherwise indicated above, the directors and executive
officers of Cable & Wireless can be contacted c/o Cable and
Wireless plc, 124 Theobalds Road, London, WC1X 8RX, United
Kingdom.
During the past five years, neither Cable & Wireless nor any of
its directors or executive officers has been convicted in a
criminal proceeding nor has any such person been a party to any
civil proceeding of a judicial or administrative body that
resulted in a judgment, decree or final order enjoining such
person from future violations of, or prohibiting activities
subject to, U.S. federal or state securities laws, or a finding
of any violation of U.S. federal or state securities laws.
As far as Cable & Wireless is aware, it is not controlled,
directly or indirectly, by another person.
Item 3. Source and Amount of Funds or Other Consideration.
On May 30, 2000, Cable & Wireless, NTL and Cable & Wireless
Communications plc ("CWC") effected a restructuring of CWC (the
"Restructuring"), of which Cable & Wireless owned 52.7%. The
Restructuring was conducted pursuant to the terms of a restated
transaction agreement, dated as of July 26, 1999, among Bell
Atlantic Corporation, Cable & Wireless, CWC and NTL (the
"Transaction Agreement"). As a result of the Restructuring, CWC
was separated into CWC DataCo, representing its corporate,
business, internet protocol and wholesale operations, and CWC
ConsumerCo, representing its residential cable, business cable,
indirect residential telephony, residential indirect internet and
digital television development and services businesses. In
accordance with the terms of the Transaction Agreement, Cable &
Wireless indirectly acquired the interest in CWC DataCo that it
did not already own, achieving 100% ownership of CWC DataCo (the
"Cable & Wireless Acquisition"), and NTL indirectly acquired 100%
of CWC ConsumerCo (the "NTL Acquisition").
The consideration for the NTL Acquisition was the issue of
approximately 85 million NTL Shares and the payment of
(pound)2.85 billion in cash. In the Restructuring, a holder of
100 ordinary shares of CWC, par value 50 pence each, ("CWC
Shares") (including Cable & Wireless) was entitled to receive
5.672031 NTL Shares and (pound)190.18 in cash. Under the terms of
the Transaction Agreement, NTL was obliged to discharge,
refinance and assume an estimated (pound)2.2 billion of CWC's net
indebtedness (the exact amount of which is currently being
finalised by the parties).
The consideration for the Cable & Wireless Acquisition was the
issue of approximately 328 million ordinary shares of Cable &
Wireless, par value 25 pence each, ("Cable & Wireless Shares").
In addition, a further 7,246,377 Cable & Wireless Shares were
issued to finance certain separation costs in connection with the
Restructuring. A holder of 100 CWC Shares was entitled to receive
46.250 Cable & Wireless Shares in the Restructuring. Under the
terms of the Transaction Agreement, Cable & Wireless was obliged
to discharge, refinance or assume an estimated (pound)2.0 billion
of CWC's net indebtedness (the exact amount of which is currently
being finalised by the parties).
Item 4. Purpose of Transaction.
Cable & Wireless' acquisition of NTL Shares was incidental to the
Restructuring. Cable & Wireless carried out the Restructuring
because it believed that the Cable & Wireless Acquisition would
boost its ability to integrate its wide range of global products
and services. By taking on the staff, assets and capabilities of
CWC DataCo, Cable & Wireless believes that it has enhanced its
ability to provide a truly global presence and service for its
customers. Cable & Wireless expects to further integrate CWC
DataCo into its world-wide activities to improve coverage of its
global operations network. In addition, Cable & Wireless expects
the Cable & Wireless Acquisition to help increase its share of
the currently expanding market for data, Internet, wholesale long
distance and international voice services.
Neither Cable & Wireless nor, to the knowledge of Cable &
Wireless, any director or executive officer of Cable & Wireless,
has any plan or proposal that relates to or would result in: (a)
the acquisition by any person of additional NTL Shares or the
disposition of NTL Shares; (b) an extraordinary corporate
transaction involving NTL or any of its subsidiaries; (c) a sale
or transfer of a material amount of the assets of NTL or any of
its subsidiaries; (d) any change in the present board of
directors or management of NTL; (e) any material change in NTL's
capitalization or dividend policy; (f) any other material change
in NTL's business or corporate structure; (g) any change in NTL's
charter or bylaws or other instrument corresponding thereto or
other action which may impede the acquisition of control of NTL
by any person; (h) causing a class of NTL's securities to be
delisted; (i) a class of equity securities of NTL becoming
eligible for termination of registration or (j) any action
similar to any of those enumerated above. Cable & Wireless or its
directors or executive officers may, from time to time, consider
options relating to acquisitions or disposals of NTL Shares or
other actions in connection with those enumerated in the
preceding sentence.
Item 5. Interest in Securities of the Issuer.
As a result of the Restructuring, Cable & Wireless currently owns
44,362,613 NTL Shares, representing 16.4% of the 270,785,672 NTL
Shares reported by NTL to be outstanding as of June 30, 2000.
After reasonable inquiry, Cable & Wireless does not believe that
any of the directors and executive officers listed above
beneficially own NTL Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
In connection with the Restructuring, NTL has agreed to amend its
Charter and Certificate of Incorporation to provide that one
director on the NTL Board is selected by Cable & Wireless so long
as Cable & Wireless and/or its subsidiaries hold in aggregate not
less than 7.5% of NTL Shares on a fully diluted basis.
Cable & Wireless (for itself and its subsidiaries) has agreed
under the Transaction Agreement not to make a public or
non-public offer to acquire NTL, other than an offer to acquire
or purchase 100% of NTL or in response to an offer for 15% or
more of NTL which has been accepted or recommended by NTL or in
respect of which the NTL Rights Agreement, as amended, dated
October 13, 1993 by and between NTL and Continental Stock
Transfer & Trust Company (the "NTL Rights Agreement") has been
amended or waived so as to permit such offer, in which case Cable
& Wireless shall be permitted to make a competing offer for the
same or greater number of shares. NTL has agreed not to amend or
waive the provisions of the NTL Rights Agreement to provide a
timing advantage to any non-Cable & Wireless acquirer.
Except as described in the paragraph above, Cable & Wireless has
agreed not to acquire additional securities of NTL, solicit
proxies for election to the NTL Board or act in concert with
other shareholders or join a group as defined in Section 13(d) of
the Securities Exchange Act of 1934.
NTL and Cable & Wireless have entered into a registration rights
agreement to facilitate registration of the NTL Shares which
Cable & Wireless received in the Restructuring.
Cable & Wireless has agreed not to sell any of the NTL Shares it
received in the Restructuring before October 30, 2000.
Item 7. Material to be filed as Exhibits.
1. Restated Transaction Agreement, dated as of July 26, 1999,
among Bell Atlantic Corporation, Cable and Wireless plc,
Cable & Wireless Communications plc and NTL Incorporated
(incorporated by reference to Annex J to the Proxy Statement
filed by NTL Incorporated on February 11, 2000).
<PAGE>
SIGNATURE
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: September 22, 2000
CABLE AND WIRELESS PLC
By: /s/ Graham M. Wallace
------------------------
Name: Graham M. Wallace
Title: Chief Executive
<PAGE>
Exhibit Index
Number Description Page
------ ----------- ----
1. Restated Transaction Agreement, dated as of July 26, 1999,
among Bell Atlantic Corporation, Cable and Wireless plc, Cable
& Wireless Communications plc and NTL Incorporated
(incorporated by reference to Annex J to the Proxy Statement
filed by NTL Incorporated on February 11, 2000).
