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 ----------------------------------- MARCH 13, 2006 Date of Report MARCH 7, 2006 Date of Earliest Event Reported ----------------------------------- NTL INCORPORATED (FORMERLY KNOWN AS TELEWEST GLOBAL, INC.) (Exact name of registrant as specified in its charter) DELAWARE 000-50886 59-3778427 (State or other (Commission File Number) (IRS Employer jurisdiction of Identification incorporation or No.) organization) 909 THIRD AVENUE SUITE 2863 NEW YORK, NEW YORK 10022 (Address of principal executive offices) (Zip Code) (212) 906-8440 (Registrant's telephone number, including 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)) =============================================================================== ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. Payments under the NTL Group Long-Term Incentive Plan - ----------------------------------------------------- On March 7, 2006, NTL Incorporated (the "Company") determined the amount of the bonuses under the NTL Group Long-Term Incentive Plan (the "LTIP"). These bonuses were calculated based on the satisfaction of predetermined performance goals under the LTIP through December 31, 2005, which was the end of the three-year performance period. The bonuses under the LTIP are expected to be paid in March 2006 and will be paid entirely in cash. The amount of the bonuses to be paid to the named executive officers of the Company are as follows: Simon Duffy, Executive Vice (pound)949,116 Chairman Jacques Kerrest, Chief Financial (pound)294,991 Officer Bryan H. Hall, Secretary and (pound)272,360 General Counsel Robert C. Gale, Vice (pound)175,610 President--Controller SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: March 13, 2006 NTL INCORPORATED By: /s/ J.D. Kerrest ------------------------------- Name: Jacques D. Kerrest Title: Chief Financial Officer