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) AUGUST 4, 1997 NTL INCORPORATED ---------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-22616 52-1822078 ---------------------------------------------------------------- (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) 110 East 59th Street, 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) Item 5. Other Events. On August 4, 1997, NTL Incorporated (formerly International CableTel Incorporated (the "Company")) announced it was engaged in early stage preliminary talks with Telewest plc with regard to a possible business transaction. NTL noted that as a participant in the highly dynamic and consolidating U.K. telecommunications industry, it frequently engages in talks with industry participants on a variety of issues, including strategic matters. NTL said that in keeping with its policies, it does not intend to comment further on this matter unless and until such talks have been successfully concluded. A copy of the press release issued by the Company announcing the above is attached hereto as an exhibit and incorporated herein by reference. Item 7. Financial Statements and Exhibits Exhibits 99 Press Release issued August 4, 1997. 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 thereunto duly authorized. NTL INCORPORATED (Registrant) By: /s/ Richard J. Lubasch Name: Richard J. Lubasch Title: Senior Vice President- General Counsel Dated: August 4, 1997 EXHIBIT INDEX Exhibit Page 99 Press Release issued August 4, 1997.