1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 3, 1999 NTL COMMUNICATIONS CORP. (Exact name of Registrant as Specified in Charter) Delaware 0-22616 52-1822078 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 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) 2 ITEM 5. Other Events In conjunction with NTL Communication Corp's and NTL Incorporated's Registration Statement on Form S-3 relating to NTL Communications Corp's 7% Convertable Subordinated Notes due 2008, NTL Communications Corp. is incorporating by reference certain unaudited pro forma financial data. That data is attached hereto as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. Exhibit 99.1 Unaudited Pro Forma Financial Data 2 3 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. NTL COMMUNICATIONS CORP. By: /s/ Richard J. Lubasch Name: Richard J. Lubasch Title: Senior Vice President, General Counsel and Secretary Dated: June 3, 1999 3 4 EXHIBIT INDEX Designation Description 99.1 Unaudited Pro Forma Financial Data 4