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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): October 30, 2006
NTL INCORPORATED
(Exact name of Registrant as specified in its charter)
DELAWARE FILE NO. 000-50886 52-3778427
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
909 THIRD AVENUE, SUITE 2863, NEW YORK, NEW YORK 10022
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 906-8440
Former name or former address, if changed since last report
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))
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TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
SIGNATURES
Item 9.01 Financial Statements and Exhibits
Exhibit 10.1 Senior Guarantee issued by NTL Incorporated and NTL:Telewest
LLC, among others, dated October 30, 2006.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On October 30, 2006, NTL Incorporated and NTL:Telewest LLC executed
senior guarantees of the 8.75% Senior Notes due 2014
(sterling-denominated), 9.75% Senior Notes due 2014 (euro-denominated) and
9.75% Senior Notes due 2014 (U.S. dollar-denominated) issued by their
subsidiary, NTL Cable PLC, in 2004 (the "Notes").
Upon the provision of the guarantees described above, the guarantees
of the Notes will match the guarantees provided to holders of NTL Cable
PLC's 9-1/8% Senior Notes due 2016, which were issued on July 25, 2006. The
Notes are also guaranteed on a senior basis by NTL Holdings Inc., NTL (UK)
Group, Inc., and NTL Communications Limited, and on a senior subordinated
basis by NTL Investment Holdings Limited.
A copy of the guarantee executed by NTL Incorporated and NTL:Telewest
LLC is attached hereto as Exhibit 10.1.
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.
Dated: October 30, 2006 NTL INCORPORATED
By: /s/ Bryan H. Hall
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Bryan H. Hall
Secretary
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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10.1 Senior Guarantee issued by NTL Incorporated and NTL:Telewest LLC,
among others, dated October 30, 2006.