UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Commission File Number: 001-22616
(Check One):
[X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 2001
-----------------
[ ] 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.
-----------------
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
-----------------
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 annual report, semi-annual report, transition
report on Form 10-K will be filed on or before the fifteenth
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-K could not be
filed within the prescribed time period.
In accordance with SFAS No. 142, the ultimate parent company of the
registrant, NTL Incorporated, is in the process of performing an
exceedingly complicated and time consuming impairment analysis of its
assets which is expected to result in a write-off of approximately $11.0
billion for the year ending December 31, 2001. The registrant's portion of
this write-off is expected to be approximately $9.0 billion. In addition,
on January 31, 2001, NTL Incorporated announced that it had appointed
advisers to explore strategic and recapitalization alternatives to
strengthen its balance sheet and reduce debt and put an appropriate capital
structure in place for its business. NTL Incorporated is in the process of
significant discussions with certain existing lenders as well as
prospective financing sources with a goal of finalizing the terms of
certain possible financings or refinancings that would provide for ongoing
liquidity. In connection with both the impairment analysis and the
recapitalization discussions, the full resources of the registrant and its
auditors have been severely strained. As a result, it has not been possible
to complete the necessary work in time for filing the Form 10-K by April 1,
2002 without unreasonable effort or expense.
The registrant believes that the above transactions, if completed, would
materially impact its financial statements and disclosure (including the
report of its independent accountants, its disclosure as to its financial
condition, as well as the liquidity and capital resources).
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 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 INCORPORATED
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: April 1, 2002 By: /s/Gregg Gorelick
-------------------------------
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 a significant write down of the carrying value
of certain assets, including goodwill, on its books, in accordance with
U.S. GAAP. The registrant anticipates an estimated net loss of $10,300.0
million for the fourth quarter of 2001 and an estimated net loss of
$12,700.0 million for the full year 2001. This compares to a net loss of
$867.1 million for the fourth quarter 2000 and a net loss of $2,388.1
million for the full year 2000.