SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
JANUARY 29, 2003
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NTL INCORPORATED
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-22616 52-1822078
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
110 East 59th Street, New York, New York 10022
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code (212) 906-8440
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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Exhibits
99.1 Order of the United States Bankruptcy Court for the Southern
District of New York, dated January 29, 2003
ITEM 9. REGULATION FD DISCLOSURE
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An order of US Bankruptcy Court Judge Allan L. Gropper related to When-Issued
trading in NTL common stock between September 6, 2002 and January 10, 2003
has been issued. A copy of this Order is filed as an exhibit to this Form 8-K.
SIGNATURES
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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
(Registrant)
By: /s/ Richard J. Lubasch
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Name: Richard J. Lubasch
Title: Executive Vice President,
General Counsel and Secretary
Dated: January 29, 2003
EXHIBIT INDEX
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Exhibit
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99.1 Order of the United States Bankruptcy Court for the Southern
District of New York, dated January 29, 2003
Exhibit 99.1
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
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In re: : Chapter 11
:
NTL INCORPORATED, et al., : Case No. 02-41316 (ALG)
:
Debtors. : (Jointly Administered)
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ORDER
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Upon the Emergency Motion, dated January 15, 2003 (the "Motion"), of
Maxcor Financial Inc., Owl Creek Asset Management, L.P., JMB Capital Partners
L.P., Highbridge/Zwirn Capital Management, LLC, and Salomon Brothers Holding
Company for (i) Clarification of this Court's Order of November 20, 2002
authorizing modifications to the above captioned reorganized Debtors' confirmed
Second Amended Joint Plan of Reorganization and (ii) modification of the terms
of "when-issued" trades (the "When-Issued Trades") of the securities to be
issued pursuant to the Plan; and this Court having entered an Order dated
January 16, 2003 (the "Interim Order") granting interim relief with respect to
the Motion; and upon consideration of the objections and statements received in
response thereto; and upon the hearings held before this Court; and after due
deliberation and sufficient cause appearing for the relief granted herein;
IT IS HEREBY ORDERED THAT:
1. The interim relief granted in the second and third decretal
paragraphs of the Interim Order shall remain in effect until 5:00 p.m. eastern
standard time on February 5, 2003 and shall be dissolved thereafter;
2. If any party to any When-Issued Trade seeks injunctive relief from
this Court, it must be sought in the form of an adversary proceeding and a
motion for a temporary restraining order and/or preliminary injunction, as the
case may be, provided that all parties retain their rights to question the
jurisdiction of this Court with respect to any aspect thereof;
3. As between National Securities Clearing Corporation ("NSCC") and its
members, all transactions due to settle on January 16, 2003 and thereafter shall
proceed in accordance with the rules and procedures of NSCC, and all entities
that settle on that basis may seek damages or other relief;
4. Nothing in this Order, or in the Interim Order, shall, or shall be
deemed to, have any effect whatsoever on this Court's (i) Findings Of Fact And
Conclusions Of Law Relating To, And Order Under 11 U.S.C. ss. 1129(a) And (b)
And Fed. R. Bankr. P. 3020 Confirming, Second Amended Joint Reorganization Plan
Of NTL Incorporated And Certain Subsidiaries (the "Plan"), dated September 5,
2002, or (ii) Order Under 11 U.S.C. ss. 1127(b) Authorizing Modifications To
Confirmed Reorganization Plan, dated November 20, 2002, nor shall this Order or
the Interim Order affect the substantial consummation of the Plan;
5. Nothing in this Order or the Interim Order shall constitute or be
interpreted as suggesting or implying any findings of fact or conclusions of law
with respect to any issue, and all parties in interest retain whatever rights
and defenses they may have. Subject to the limitations in paragraph 2 hereof,
this Order and the Interim Order are without prejudice to the rights of any
party to any When-Issued Trade to seek any form of relief, including equitable
relief or money damages in any court, tribunal, arbitration or other forum of
competent jurisdiction; and
6. As soon as practical, but in any event no later than February 3,
2003, the Reorganized Debtors shall (a) serve a copy of this Order via overnight
courier (or in respect of clause (iv) below, by electronic means effected by
NSCC) upon (i) the United States Trustee for the Southern District of New York;
(ii) the Nasdaq Stock Market, Inc. and the National Association of Securities
Dealers, Inc.; (iii) all parties who filed notices of appearance in these cases;
and (iv) all entities which are members of NSCC; (b) seek to post a copy of this
Order through Bloomberg or a similar news-wire service; and (c) publish a copy
of this Order in The Wall Street Journal (National Edition).
Dated: New York, New York
January 29, 2003
/s/ Allan L. Gropper
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ALLAN L. GROPPER
UNITED STATES BANKRUPTCY JUDGE