UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Commission File Number: 001-22616
(Check One):
{ } Form 10-K { } Form 11-K { } Form 20-F {X} Form 10-Q { } Form N-SAR
For Period Ended: June 30, 2002
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{ } Transition Report on Form 10-K
{ } Transition Report on Form 20-F
{ } Transition Report on Form 11-K
{ } Transition Report on Form 10-Q
{ } Transition Report on Form N-SAR
For the Transition Period Ended: _______________________________________
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Full Name of Registrant: NTL COMMUNICATIONS CORP.
Former Name if Applicable: _________________________
Address of Principal Executive Office (Street and Number)
110 EAST 59TH STREET
NEW YORK, NY 10022
City, State and Zip Code
PART II -- RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
{X} (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
{X} (b) The subject quarterly report on Form 10-Q will be filed on or before
the fifth calendar day following the prescribed due date; and
{ } (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-Q could not be
filed within the prescribed time period.
On May 8, 2002, NTL Incorporated, the ultimate parent of NTL Communications
Corp., and certain of its subsidiaries, namely, NTL (Delaware), Inc., NTL
Communications Corp., Communications Cable Funding Corp., Diamond Cable
Communications Limited and Diamond Holdings Limited, filed in the Southern
District Court of New York voluntary petitions for a previously announced
"prearranged" joint plan of reorganization under Chapter 11 of the U.S.
Bankruptcy Code to convert $10.6 billion of publicly traded debt into equity of
two reorganized companies. NTL Incorporated and its debtor subsidiaries filed an
amended joint reorganization plan and disclosure statement on May 24, 2002, and
again on July 15, 2002. In connection with the preparation and filing of the
Chapter 11 cases of these NTL companies, and the amendments to the joint
reorganization plan and disclosure statement, the full resources of NTL
Communications Corp. and its auditors have been severely strained. NTL
Communications Corp. also requires additional time in order to prepare the
disclosures required by AICPA Statement of Position 90-7, Financial Reporting by
Entities in Reorganization Under the Bankruptcy Code. As a result, it has not
been possible to complete the necessary work in time for filing the Form 10-Q by
August 14, 2002 without unreasonable effort or expense.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Richard J. Lubasch (212) 906-8440
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is
no, identify report(s).
{X} Yes { } No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
{X} Yes { } No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
See attachment.
NTL COMMUNICATIONS CORP.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: August 14, 2002 By: /s/ Gregg Gorelick
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Gregg Gorelick
Vice President - Controller
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
ATTACHMENT
PART IV--OTHER INFORMATION
The registrant anticipates an estimated net loss of $400.0 million for the
second quarter of 2002, compared to a net loss of $798.9 million for the second
quarter of 2001. The reduction in net loss is primarily attributable to the
registrant's adoption of SFAS No.142 on January 1, 2002.