UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2004 NTL INCORPORATED (Exact name of registrant as specified in its charter) Delaware File No. 000-22616 52-1822078 (State of (Commission File Number) (IRS Employer Incorporation) Identification No.) 909 Third Avenue, Suite 2863, New York, New York 10022 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including (212) 906-8440 area code: Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) TABLE OF CONTENTS Item 1.01. Entry into a Material Definitive Agreement Item 9.01. Financial Statements and Exhibits SIGNATURES Exhibit 99.1 Item 1.01. Entry into a Material Definitive Agreement. (a) On December 1, 2004, NTL (Chichester) Limited ("NTL Chichester"), NTL Digital Ventures Limited ("Digital Ventures") and NTL Group Limited, each of which is a subsidiary of NTL Incorporated, entered into a Master Agreement (the "Master Agreement") relating to National Transcommunications Limited ("NatTrans") and NTL Digital Limited ("Digital") with Macquarie UK Broadcast Limited ("Macquarie") and Macquarie UK Broadcast Holdings Limited. (b) Pursuant to the Master Agreement, NTL Chichester agreed to sell all of the ordinary shares of NatTrans to Macquarie and Digital Ventures agreed to sell all of the ordinary shares of Digital to Macquarie for an aggregate purchase price of (pound)1.27 billion. NatTrans and Digital comprise NTL's broadcast business. The sale is subject to regulatory approval and is expected to close in the first quarter of 2005. Item 9.01. Financial Statements and Exhibits Exhibit Description 99.1 Press Release, dated December 1, 2004, issued by the Registrant SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NTL INCORPORATED Date: December 2, 2004 By: /s/ Jacques Kerrest ------------------------ Name: Jacques Kerrest Title: Chief Financial Officer EXHIBIT INDEX Exhibit Description 99.1 Press Release, dated December 1, 2004, issued by the Registrant