UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NTL INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
Delaware 52-1822078
(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
110 East 59th Street, New York, New York 10022
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [x]
Securities Act registration statement file number to which this form relates:
_______________
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Exchange Act: None
Securities to be registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, par value $0.01 per share
(Title of Class)
Warrants to purchase shares of Common Stock
(Title of Class)
Stockholder Rights accompanying each share of Common Stock
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
This registration statement registers under Section 12(g) of the Securities
Exchange Act of 1934, as amended (the "Act") the following securities of NTL
Incorporated, a Delaware corporation (formerly "NTL Communications Corp.) (the
"Company"), being issued pursuant to the Second Amended Joint Reorganization
Plan of NTL Incorporated and Certain Subsidiaries (the "Plan") and the Company's
Amended and Restated Certificate of Incorporation:
o common stock, par value $0.01 per share ("Common Stock");
o warrants to purchase shares of Common Stock ("Series A Warrants"); and
o stockholder rights accompanying each share of Common Stock ("Stockholder
Rights").
In this registration statement on Form 8-A, "we," "us" and "our" refer to NTL
Incorporated.
Item 1. Description of Registrant's Securities to be Registered.
The descriptions which follow are subject to and qualified in their
entirety by reference to the full terms of each security, as set forth in our
Amended and Restated Certificate of Incorporation (our "charter"), our Amended
and Restated By-Laws (our "by-laws"), our Series A Warrant Agreement and our
Stockholder Rights Agreement, each of which are filed as Exhibits to this
registration statement which are incorporated by reference in this Item 1.
DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of 400,000,000 shares of Common Stock
and 5,000,000 shares of preferred stock, par value $0.01 per share.
Description of Common Stock
The holders of our Common Stock are entitled to one vote for each share
held of record on all matters submitted to a vote of our stockholders and do not
have cumulative voting rights in the election of directors. The holders of our
Common Stock are not entitled to vote on any amendment to our charter that
relates solely to the terms of one or more outstanding series of our preferred
stock if the holders of the affected series of our preferred stock are entitled,
either separately or together with the holders of one or more other series of
our preferred stock, to vote thereon under our charter or under the Delaware
General Corporation Law (the "DGCL").
Generally, a majority of the votes cast at a meeting of stockholders by
holders of shares entitled to vote on the proposal is required for stockholder
action. However, our charter provides that the affirmative vote of the holders
of at least two-thirds of the outstanding shares of our capital stock which by
its terms may be voted on all matters submitted to stockholders of the Company
generally, voting together as a single class, is required for stockholder action
relating to (a) amendments to the by-laws and (b) the amendment or repeal of the
provisions of our charter relating to (i) the classification of directors, (ii)
the removal of directors, (iii) the prohibition on action by written consent of
stockholders, (iv) special meetings of stockholders, (v) certain liabilities of
directors, (vi) amendments to the by-laws, (vii) indemnification of directors
and officers, (viii) the applicability of Section 203 of the DGCL to the Company
and (ix) Article XIII of our charter which imposes these voting requirements.
These voting
requirements, as well as the classification of directors on our
board of directors, the super-majority voting requirements applicable in the
event of certain extraordinary corporate transactions and certain other
provisions of our charter, as more fully described in the section herein
relating to "Special Charter Provisions" may have the effect, alone or in
combination with each other, of delaying, deferring or preventing a change in
control of the Company.
Subject to all rights and preferences of holders of any outstanding shares
of our preferred stock, holders of Common Stock are entitled to receive
proportionately such dividends as may from time to time be declared by our board
of directors out of funds legally available for the payment of dividends.
In the event of the Company's liquidation, dissolution or winding up,
holders of Common Stock would be entitled to share proportionately in all of the
Company's assets available for distribution to holders of Common Stock remaining
after payment of liabilities and liquidation preference of any of our
outstanding preferred stock. Holders of Common Stock have no preemptive rights
and have no rights to convert their Common Stock into any other securities, and
there are no redemption or sinking-fund provisions contained in our charter with
respect to the Common Stock. There is no liability for further calls or for
assessments by the Company.
As of the date of this registration statement, our charter contains no
provisions modifying the voting or dividend rights of holders of Common Stock
described above. There is no preferred stock outstanding. The rights,
preferences and privileges of holders of Common Stock may be adversely affected
by the rights of the holders of shares of any series of preferred stock that may
be issued in the future.
On October 7, 2002, the Company received written confirmation from the
Nasdaq Stock Market, Inc. that the Common Stock was conditionally approved for
trading on the Nasdaq National Market. In order for the Common Stock to satisfy
the conditional listing requirements of the Nasdaq National Market, the Common
Stock must have a minimum closing bid price of at least $5.00 per share on the
first day of trading on the Nasdaq National Market post-bankruptcy emergence.
The Company cannot provide assurance that the Common Stock will satisfy the
first trading day minimum closing bid price per share requirement of the Nasdaq
National Market or that the Company will be able to maintain the Nasdaq National
Market listing of the Common Stock.
Description of Preferred Stock
The board of directors of the Company has the authority to issue preferred
stock in one or more series and to fix as to any series of preferred stock the
designation, title, voting powers and any other preferences, and relative,
participating, optional or other special rights and qualifications, limitations
or restrictions, without any further vote or action by our stockholders.
The ability of the board of directors to issue one or more series of
preferred stock provides increased flexibility in structuring possible future
financings and acquisitions and in meeting other corporate needs which might
arise. The authorized shares of our preferred stock, as well as shares of our
Common Stock, are available for issuance without further action by our
stockholders, unless any action is required by applicable law or the rules of
any exchange, automated quotation system or regulated quotation system on which
our securities may be listed or quoted, as the case may be, or applicable rules
of any self-regulatory organization. The board of directors of the Company will
make any determination to issue the shares based on its judgment as to our best
interests and the best interests of our stockholders. The board of directors of
the Company, in so acting, could issue preferred stock having terms that could
discourage an acquisition attempt or other transaction that some or a majority
of the stockholders might
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believe to be in their best interests or in which stockholders might receive a
premium for their shares over the then current market price of our Common
Stock.
Description of Series A Junior Participating Preferred Stock
In connection with the adoption of our Stockholder Rights Agreement, which
is described below, the Company has designated and reserved for issuance a total
of one million (1,000,000) shares of the Company's Series A Junior Participating
Preferred Stock, par value $0.01 per share ("Series A Junior Participating
Preferred Stock"). When issued and paid for in accordance with the Stockholder
Rights Agreement, the Series A Junior Participating Preferred Stock will be
fully paid and nonassessable. We will appoint a transfer agent for the Series A
Junior Participating Preferred Stock if and when any shares are issued.
Each share of Series A Junior Participating Preferred Stock will entitle
its holder to receive dividends out of our funds legally available for the
payment of dividends when, as and if declared by our board of directors. With
respect to those dividends, the Series A Junior Participating Preferred Stock
will rank:
o senior to all classes of the Common Stock and to each other class of
capital stock or series of our preferred stock that are designated to
rank junior to the Series A Junior Participating Preferred Stock;
o junior to all classes of our preferred stock that are designated to
rank senior to the Series A Junior Participating Preferred Stock; and
o equal to all classes of our preferred stock that are designated to
rank equally with the Series A Junior Participating Preferred Stock.
Dividends are payable quarterly in cash on the fifteenth day of March,
June, September and December of each year, in an amount per share (subject to
adjustment for a stock dividend on, or a subdivision or combination of, our
Common Stock) equal to the greater of:
o $10.00; and
o 1,000 times the aggregate amount per share of all dividends declared
on the Common Stock since the immediately preceding dividend payment
date.
Upon our liquidation, dissolution or winding up, the holders of outstanding
shares of Series A Junior Participating Preferred Stock will be entitled to be
paid out of the assets available for distribution to our stockholders after
payment of any liquidation values of any securities senior in liquidation rights
to the Series A Junior Participating Preferred Stock. After payment of the
liquidation values of senior securities, the holders of the Series A Junior
Participating Preferred Stock will be entitled to receive (subject to adjustment
for a stock dividend on, or a subdivision or combination or consolidation of,
our Common Stock) the greater of (x) $1,000.00 for each share of Series A Junior
Participating Preferred Stock they hold, plus any accrued and unpaid dividends
or distributions on those shares and (y) the aggregate amount per share equal to
1,000 times the aggregate amount to be distributed per share to holders of the
Common Stock. If, upon any liquidation, dissolution or winding up of the
Company, the remaining assets available for distribution are insufficient to pay
the holders of the Series A Junior Participating Preferred Stock and all other
securities ranking equally with the Series A Junior Participating Preferred
Stock with respect to liquidation the full amount to which they are entitled,
the holders of Series A Junior Participating Preferred Stock will share those
remaining assets ratably, together
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with the holders of the securities ranking equally with the Series A Junior
Participating Preferred Stock. Following the payment of the liquidation value
in full with respect to each share of Series A Junior Participating Preferred
Stock, no additional distributions will be made to the holders of the Series A
Junior Participating Preferred Stock.
Subject to adjustment for a stock dividend on, or a subdivision or
combination of, the Common Stock, each share of Series A Junior Participating
Preferred Stock will entitle the holder to 1,000 votes on all matters submitted
to a vote of holders of the Common Stock. The holders of the Series A Junior
Participating Preferred Stock will vote together as a single class with the
holders of the Common Stock.
If dividends on the Series A Junior Participating Preferred Stock are in
arrears in an amount equal to six quarterly dividends, whether or not
consecutive, all holders of our preferred stock which have such provision in our
charter governing their terms, including holders of the Series A Junior
Participating Preferred Stock, whose dividends are in arrears with respect to
six quarterly periods will, voting as a single class, be entitled to elect two
new directors to our board of directors. The directors will serve until
successors to them have been elected or until dividends on the Series A Junior
Participating Preferred Stock are no longer in arrears.
The Series A Junior Participating Preferred Stock will not be redeemable.
The Series A Junior Participating Preferred Stock will not be convertible.
Description of Series A Warrants
Each Series A Warrant entitles its holder to purchase one share of Common
Stock (subject to adjustment) at an exercise price of $309.88 per share (subject
to adjustment). The Series A Warrants are exercisable for an aggregate of
approximately 8,752,654 shares of Common Stock (subject to adjustment). The
Series A Warrants expire on January 10, 2011 (the "Expiration Date"). The Series
A Warrants are represented by certificates. The Series A Warrant Agreement is
governed by New York law. The Series A Warrants are eligible for trading on the
Nasdaq National Market.
Payment of the aggregate exercise price for all shares of Common Stock
being acquired upon exercise of a Series A Warrant must be made (a) in United
States Dollars or (b) by certified or official bank check for United States
Dollars made payable to the order of "NTL Incorporated." In lieu of payment of
the aggregate exercise price and subject to applicable law, the holder of a
Series A Warrant may request the payment by the Company of the "spread" that
will be delivered by the Company by delivering to such holder a number of shares
of Common Stock equal to (a)(i) the product of (x) the current market price per
share of Common Stock (as of the date of receipt of the request to the Company),
multiplied by (y) the number of shares of Common Stock underlying the Series A
Warrants being exercised, minus (ii) the product of (x) the exercise price,
multiplied by (y) the number of shares of Common Stock underlying the Series A
Warrants being exercised, divided by (b) the current market price per share of
Common Stock (as of the date of receipt of the request to the Company). The
Company will not be required to issue fractional shares of Common Stock upon the
exercise of the Series A Warrants.
If at any time before the Expiration Date, the Company (1) pays a dividend
or makes a distribution on the Common Stock in shares of Common Stock, (2)
subdivides or combines the outstanding shares of Common Stock, (3) makes a
distribution on the Common Stock in shares of its capital stock other than
Common Stock or (4) issues by reclassification of the Common Stock any shares of
its capital stock, the number of shares issuable upon exercise of each Series A
Warrant and the exercise price of each Series A Warrant will be proportionately
adjusted so that the holders of Series A Warrants will be entitled to receive
the number and kind of shares of Common Stock or other securities which they
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would have received if their Series A Warrants had been exercised immediately
before the event (or, if applicable, the event's record date).
If at any time before the Expiration Date, the Company (a) distributes
warrants, options or other rights to holders of Common Stock entitling them for
a period expiring within forty-five (45) days after the record date to purchase
shares of Common Stock or securities convertible into, or exchangeable or
exercisable for, Common Stock at a price per share (or with an initial
conversion, exchange or exercise price) less than the current market price per
share on that record date or (b) distributes assets (other than cash dividends
or distributions), debt securities, preferred stock or any options, warrants or
other rights to purchase debt securities, assets or other securities of the
Company, the Series A Warrant exercise price will be adjusted pursuant to the
terms of the Series A Warrant Agreement. The Series A Warrant Agreement provides
that certain other actions or events may trigger an adjustment in the exercise
price of the Series A Warrants.
If at any time before the Expiration Date, any transaction or event or
series of transactions or events occurs (including, without limitation, (a) any
recapitalization or reclassification of shares of Common Stock (other than a
change in par value, or from par value to no par value, or from no par value to
par value, or as a result of a subdivision or combination of Common Stock), (b)
any consolidation or merger of the Company with or into another person or any
merger of another person into the Company (other than a merger that does not
result in a reclassification, conversion, exchange or cancellation of Common
Stock or a holding company merger in which the ultimate direct or indirect
beneficial ownership of the Company is substantially the same immediately after
such transaction as it was immediately prior to such transaction), (c) any sale
or transfer of all or substantially all of the assets of the Company or (d) any
compulsory share exchange pursuant to which either shares of Common Stock will
be converted into the right to receive other securities, cash or other property,
or, in the case of a sale or transfer of all or substantially all of the assets
of the Company, the holders of Common Stock will be entitled to receive other
securities, cash or other property (each a "Fundamental Transaction") and the
consideration payable to holders of Common Stock consists solely of cash and/or
loan notes ("loan notes") which are capable of repayment at the option of the
holder at any time on or after the date of issuance and are settled in cash
("cash consideration") (a "Cash Transaction") the following will apply:
(A) if the Cash Transaction is entered into or publicly announced within
one year of January 10, 2003 and the amount of cash consideration payable to a
holder of one share of Common Stock exceeds $133.49 ("Year 1 Threshold"); or
(B) if the Cash Transaction is entered into or publicly announced within
two years of January 10, 2003 and the amount of cash consideration payable to a
holder of one share of Common Stock exceeds $162.09 ("Year 2 Threshold"); or
(C) if the Cash Transaction is entered into or publicly announced within
three years of January 10, 2003 and the amount of cash consideration payable to
a holder of one share of Common Stock exceeds $190.70 ("Year 3 Threshold"); and
(D) the acquiring person (the "Acquiring Person"), or any direct or
indirect shareholder that would constitute an affiliate of such Acquiring Person
(an "Affiliated Person") is a person that has a class of voting stock, however
designated, having ordinary voting power for the election of a majority of the
board of directors of a corporation or
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members of the governing body if other than a corporation, other than stock
having voting power only by reason of the happening of a contingency ("Voting
Stock"); provided that if there is more than one class of Voting Stock, the
class of Voting Stock that for purposes of the Series A Warrant Agreement will
be deemed "Voting Stock" will be the class of Voting Stock with the highest
vote per share for the election of a majority of the board of directors of a
corporation or members of the governing body if other than a corporation, that
is listed or quoted on any securities exchange, inter-dealer quotation system
or regulated quotation system (x) at the time of entering into or public
announcement of the Cash Transaction (an "Existing Listing"), or (y) has been
admitted for listing or quotation or admitted for listing or quotation subject
to official notice of issuance and will be listed or quoted on any securities
exchange, inter-dealer quotation system or regulated quotation system upon
consummation of the Cash Transaction (a "New Listing"); provided that (1) if
each of the Acquiring Person and the Affiliated Person (or if none of such
persons) is maintaining an Existing Listing in good standing, or has secured a
New Listing effective, upon consummation of the Cash Transaction, for Voting
Stock of such person (the "Listed Voting Stock"), the Series A Warrants will
become warrants of the Acquiring Person or (2) if the Acquiring Person is not
maintaining an Existing Listing in good standing, or has not secured a New
Listing effective, upon consummation of the Cash Transaction, for its Voting
Stock, and the Affiliated Person is maintaining an Existing Listing in good
standing, or has secured a New Listing effective, upon consummation of the
Cash Transaction, for its Voting Stock, the Series A Warrants will become
warrants of the Affiliated Person.
If one or more of the criteria set forth in (A), (B), and (C) above is
satisfied, the warrants issued by the Acquiring Person or the Affiliated Person,
as the case may be, in the Cash Transaction to holders of Series A Warrants will
be referred to as "Acquiror Warrants" and the person issuing the Acquiror
Warrants will be referred to as the "Acquiror."
The Acquiror Warrants will (a) have an expiration date identical to the
Expiration Date, (b) have an exercise price equal to the Adjustment Multiple (as
defined below), multiplied by (i) in the event of an Existing Listing, the
25-Day Average Market Price (as defined below) of the Acquiror's Listed Voting
Stock determined on the date the Cash Transaction is entered into or publicly
announced, whichever is lower or (ii) in the event of a New Listing, the
Fifteen-Day Average Market Price (as defined below) of the Acquiror's Listed
Voting Stock determined as of the close of trading on the fifteenth consecutive
Trading Day post-consummation of the Cash Transaction and (c) be exercisable for
a number of shares of the Acquiror's Listed Voting Stock equal to the aggregate
exercise price of the Series A Warrants divided by the aggregate exercise price
of the Acquiror Warrants.
In the event of a Cash Transaction, the "Adjustment Multiple" will equal
(i) the exercise price, divided by (ii) the cash consideration payable in
respect of one share of Common Stock in the Cash Transaction. In the event of a
Mixed Consideration Transaction (as defined below) to which Cash Transaction
treatment applies to the Series A Warrants, the "Adjustment Multiple" will equal
(i) the exercise price, divided by (ii) the cash consideration payable in
respect of one share of Common Stock in the Mixed Consideration Transaction plus
(x) the Acquiror's Listed Voting Stock portion of the other consideration
offered per share of Common Stock valued based on (1) in the event of an
Existing Listing, the 25-Day Average Market Price of the Acquiror's Listed
Voting Stock determined on the date the Cash Transaction is entered into or
publicly announced, whichever is lower or (2) in the event of a New Listing, the
Fifteen-Day Average Market Price of the Acquiror's Listed Voting Stock
determined as of the close of trading on the fifteenth consecutive Trading Day
post-consummation of the Cash Transaction and (y) the Acquiror's non-Listed
Voting Stock portion of the other consideration offered per share of Common
Stock as determined by the board of directors of the Company. Concurrently with
the consummation of the Cash Transaction or the Mixed Consideration Transaction
(if Cash Transaction treatment will apply to the Series A Warrants pursuant to
the terms of the Series A Warrant Agreement), (I) the person formed by or
surviving any such Cash Transaction (any such person, the "Cash Transaction
Successor"), will enter into a supplemental warrant agreement providing for
adjustment that will be as nearly equivalent as may be practical to the
adjustments provided for in the Series A Warrant Agreement and (II) the Cash
Transaction Successor will mail to Series A Warrant holders a notice describing
the supplemental warrant agreement.
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If any of the criteria set forth in (A), (B), and (C) above is not met and
a Cash Transaction is entered into or publicly announced within three years of
January 10, 2003 (the "Non-Qualifying Cash Transaction"), subject to
consummation of the Non-Qualifying Cash Transaction, the exercise price will be
automatically adjusted to equal 90% of the cash consideration per share of
Common Stock payable in the Cash Transaction. The Non-Qualifying Cash
Transaction will not be consummated unless and until a notice setting forth such
adjustment has been mailed to all registered holders of Series A Warrants (the
record date for such mailing will be two Business Days (as defined below) prior
to the first mailing of such adjustment), and a period of at least 20 Business
Days (the "20-Business Day Period") has expired from the date of first mailing
of such adjustment notice. On the later to occur of (x) the expiration of the
20-Business Day Period and (y) consummation of the Non-Qualifying Cash
Transaction, any Series A Warrant not previously exercised will at such time
expire and no longer entitle its holder to exercise such Series A Warrant for
shares of Common Stock or any other consideration.
"Business Day" will mean any day other than a Saturday, Sunday or a day on
which state or federally charted banking institutions in New York, New York are
not required to be open, (w) "25-Day Average Market Price" will mean, for any
security, the volume-weighted average of the current market prices of that
security for the twenty-five Trading Days (as defined below) immediately
preceding the date of determination, (x) "Fifteen-Day Average Market Price" will
mean, for any security, the volume-weighted average of the current market prices
of that security for the fifteen Trading Days immediately preceding the date of
determination, (y) "the current market price per share of the Acquiror's Listed
Voting Stock" on any date will mean the last reported sale price for such
security on the principal exchange or quotation system on which such security is
listed or traded; if the security is not admitted for trading on any securities
exchange or the Nasdaq National Market or Nasdaq SmallCap Market, "current
market price per share of the Acquiror's Listed Voting Stock" will mean the
average of the last reported closing bid and asked prices reported by the Nasdaq
Stock Market, Inc., the electronic securities market regulated by the National
Association of Securities Dealers, Inc., as furnished by any member in good
standing of the National Association of Securities Dealers, Inc., selected from
time to time by the Company for that purpose or as quoted by the National
Quotation Bureau Incorporated; in the event that no such quotation is available
for such day, the "current market price per share of Common Stock" will be the
average of the quotations for the last five Trading Days for which a quotation
is available within the last 30 trading days prior to such day and (z) "Trading
Day" will mean any day on which the securities in question are traded on the New
York Stock Exchange or, if such securities are not listed or admitted for
trading on the New York Stock Exchange, on the principal securities exchange on
which such securities are listed or admitted or, if not listed or admitted for
trading on any securities exchange, on the Nasdaq National Market or Nasdaq
SmallCap Market or, if such securities are not quoted thereon, in the applicable
securities market in which the securities are traded; provided that any day
during which there will be a halt or suspension of trading or quotations in the
securities in question exceeding 15 minutes in the aggregate will not be
considered a Trading Day.
The Year 1 Threshold, Year 2 Threshold and Year 3 Threshold will be subject
to adjustments provided for in the Series A Warrant Agreement as fully as if
each such amount were for purposes of the Series A Warrant Agreement considered
the "Exercise Price."
If on or after the date of the Series A Warrant Agreement and prior to the
Expiration Date, a Fundamental Transaction is consummated and the consideration
payable to holders of Common Stock consists solely of consideration other than
cash consideration ("other consideration") (an "Other Transaction"), (a) the
Series A Warrants will automatically become exercisable for the kind and amount
of stock, securities or other property or assets (excluding cash consideration,
except solely in the case of fractional shares) that the holder of a Series A
Warrant would have owned or had the right to acquire immediately after
consummation of the Other Transaction if the holder had exercised the Series A
Warrant immediately prior to the consummation of the Other Transaction, (b)
concurrently with the
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consummation of the Other Transaction or the Mixed Consideration Transaction
(if Other Transaction treatment will apply to the Series A Warrants pursuant
to the terms of the Series A Warrant Agreement), the person formed by or
surviving any such Other Transaction (any such person, the "Other Transaction
Successor"), will enter into a supplemental warrant agreement providing for
adjustment that will be as nearly equivalent as may be practical to the
adjustments provided for in the Series A Warrant Agreement and (c) the Other
Transaction Successor will mail to Series A Warrant holders a notice
describing the supplemental warrant agreement.
If on or after the date of the Series A Warrant Agreement and prior to the
Expiration Date, a Fundamental Transaction is consummated and the consideration
payable to holders of Common Stock consists partly of cash consideration and
partly of other consideration (a "Mixed Consideration Transaction" that will
include any transaction pursuant to the terms of which a person has the right to
elect the cash consideration or other consideration received in such transaction
(subject to proration, if applicable)): (a) if the cash consideration payable in
the Mixed Consideration Transaction, exceeds 90% of the total consideration
payable in the Mixed Consideration Transaction, Cash Transaction treatment will
apply to the Series A Warrants in such Mixed Consideration Transaction and (b)
if the cash consideration payable in the Mixed Consideration Transaction is less
than or equal to 90% of the total consideration payable in the Mixed
Consideration Transaction, Other Transaction treatment will apply to the Series
A Warrants in such Mixed Consideration Transaction.
If Cash Transaction treatment applies to the Series A Warrants in such
Mixed Consideration Transaction, the Year 1 Threshold, Year 2 Threshold and Year
3 Threshold (as may have been previously adjusted pursuant to the Series A
Warrant Agreement) will be reduced by (x) the Acquiror's Listed Voting Stock
portion of other consideration offered per share of Common Stock valued based on
(1) in the event of an Existing Listing, the 25-Day Average Market Price of the
Acquiror's Listed Voting Stock determined on the date the Cash Transaction is
entered into or publicly announced, whichever is lower or (2) in the event of a
New Listing, the Fifteen-Day Average Market Price of the Acquiror's Listed
Voting Stock determined as of the close of trading on the fifteenth consecutive
Trading Day post-consummation of the Cash Transaction and (y) the Acquiror's
non-Listed Voting Stock portion of the other consideration offered per share of
Common Stock as determined by the board of directors of the Company.
If Other Transaction treatment applies to Series A Warrants in a Mixed
Consideration Transaction, (a) the Series A Warrants will automatically become
exercisable for the kind and amount of Acquiror's Listed Voting Stock,
securities or other property or assets (excluding cash consideration) which the
holder of a Series A Warrant would have owned or had the right to acquire
immediately after consummation of the Other Transaction if the holder had
exercised the Series A Warrant immediately prior to the consummation of the
Other Transaction and (b) any cash consideration that such Series A Warrant
holder would have been entitled to receive in the Mixed Consideration
Transaction will be valued at the amount of such cash and face amount in the
case of loan notes and in lieu of payment of such cash consideration, the
following form(s) of consideration will be paid to the Series A Warrant holders
on a pro rata basis until the full amount of the portion of the cash
consideration that would have otherwise been payable to the Series A Warrant
Holders in the Mixed Consideration Transaction is paid (i) first, in Acquiror's
Listed Voting Stock and (ii) second, in securities or other property or assets
(excluding cash consideration, except solely in the case of fractional shares).
No adjustment in the exercise price of the Series A Warrants will be
required if the adjustment, together with any prior adjustments not made, is
less than 1% of the Series A Warrants' current exercise price or if Series A
Warrant holders are to participate in the subject transaction (subject to
certain requirements). No adjustment in the exercise price of the Series A
Warrants will be required in the case of a change in the par value of the Common
Stock or, to the extent the Series A Warrants become convertible into cash, no
adjustment will be required thereafter as to the cash. Whenever the exercise
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price is adjusted, the Company will, within twenty-five days, (i) deliver to the
warrant agent a certificate setting forth the exercise price after such
adjustment and setting forth in reasonable detail the method of calculation
therefor and the number of shares of Common Stock (or portion thereof) issuable
upon exercise of a Series A Warrant and (ii) mail a notice to registered Series
A Warrant holders. Upon each adjustment of the Series A Warrant exercise price,
the number of shares of Common Stock issuable upon exercise of each outstanding
Series A Warrant will be adjusted accordingly. Prior to the Company undertaking
certain actions, the Company must mail a notice detailing such transaction at
least 10 days (20 days in some instances) prior to the applicable record date or
promptly in the case of events for which there is no record date.
STOCKHOLDER RIGHTS AGREEMENT
Upon issuance, each share of Common Stock (whether originally issued or
from the Company's treasury) will be accompanied by a Stockholder Right. Each
Stockholder Right entitles the registered holder to purchase from the Company
one one-thousandth of a share of Series A Junior Participating Preferred Stock
at the Stockholder Rights purchase price, subject to adjustment pursuant to the
terms of the Stockholder Rights Agreement.
The Stockholder Rights Agreement is intended to encourage a potential
acquiror to negotiate directly with our board of directors, but may have
anti-takeover effects. The Stockholder Rights Agreement could cause substantial
dilution to a person or group that acquires a substantial interest in us without
the prior approval of our board of directors. The effect of the Stockholder
Rights may be to delay, defer or prevent a change in control of the Company
(including through a third party tender offer at a price which reflects a
premium to then prevailing trading prices) that may be beneficial to our
stockholders.
Initially, the Stockholder Rights are attached to all Common Stock
certificates representing shares then outstanding, and no separate Stockholder
Rights certificates will be distributed. Subject to some exceptions specified in
the Stockholder Rights Agreement, the Stockholder Rights will separate from the
Common Stock upon the earlier of (i) the close of business on the day of a
public announcement that (a) a person has entered into an agreement or
arrangement with the Company or any subsidiary of the Company providing for an
acquisition transaction or (b) a person or group of affiliated or associated
persons, other than the Company, its subsidiaries or certain persons exempted by
the board of directors and the Creditors' Committee as of the effective date of
the Plan, has become an "Acquiring Person" by (1) becoming an "Adverse Person"
in the judgment of the board of directors of the Company or (2) acquiring
beneficial ownership of 15% or more of the outstanding shares of Common Stock
other than as a result of (w) repurchases of stock by the Company, (x)
participation in a dividend reinvestment, stock option or similar plan, (y)
certain acquisitions of shares of Common Stock from the Company, or (z) certain
inadvertent actions by institutional or certain other stockholders (each of the
events described in clauses (i)(a) and (i)(b) above, the "Stock Acquisition
Date"), and (ii) 10 business days (or such later date as our board of directors
will determine) following the commencement of a tender offer or exchange offer
that would result in a person or group becoming an Acquiring Person.
The Stock Acquisition Date could occur as early as the effective date of
the Plan. The earlier to occur of the events in the preceding paragraph to occur
is referred to as the "Stockholder Rights Distribution Date," although in any
event the separation of the Stockholder Rights from the Common Stock will not
occur prior to the effective date of the Plan.
Until the Stockholder Rights Distribution Date, (1) the Stockholder Rights
will be evidenced by the Common Stock certificates and will be transferred with
and only with such Common Stock certificates, (2) Common Stock certificates will
contain a legend incorporating the Stockholder Rights
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Agreement by reference and (3) the surrender for transfer of any certificates
for Common Stock outstanding will also constitute the transfer of the
Stockholder Rights associated with the Common Stock represented by such
certificate. Pursuant to the Stockholder Rights Agreement, the Company
reserves the right to require prior to the occurrence of a Stockholder Rights
Triggering Event (as defined below) that, upon any exercise of Stockholder
Rights, a number of Stockholder Rights be exercised so that only whole shares
of Stockholder Rights preferred stock will be issued.
The Stockholder Rights are not exercisable until the Stockholder Rights
Distribution Date and will expire at 5:00 p.m., New York City time, on January
10, 2013 unless such date is extended or the Stockholder Rights are earlier
redeemed or exchanged by the Company as described below.
As soon as practicable after the Stockholder Rights Distribution Date,
Stockholder Rights certificates will be mailed to holders of record of the
Common Stock as of the close of business on the Stockholder Rights Distribution
Date and, thereafter, the separate Stockholder Rights certificates alone will
represent the Stockholder Rights. Only shares of Common Stock issued prior to
the Stockholder Rights Distribution Date will be issued with Stockholder Rights.
In the event that a person becomes an Acquiring Person, except pursuant to
an offer for all outstanding shares of Common Stock that the independent
directors determine to be fair and not inadequate and to be otherwise in the
best interests of the Company and its stockholders, after receiving advice from
one or more investment banking firms of national standing (a "Qualifying
Offer"), each holder of a Stockholder Right will thereafter have the right to
receive, upon exercise, Common Stock (or, in certain circumstances, cash,
property or other securities of the Company) having a value equal to two times
the exercise price of the Stockholder Right. Notwithstanding any of the
foregoing, following the occurrence of the event set forth in this paragraph,
all Stockholder Rights that are, or (under certain circumstances specified in
the Stockholder Rights Agreement) were, beneficially owned by any Acquiring
Person will be null and void. However, Stockholder Rights are not exercisable
following the occurrence of the event set forth above until such time as the
Stockholder Rights are no longer redeemable by the Company as set forth below.
In the event that, at any time after a Stock Acquisition Date, the Company
(1) engages in a merger or other business combination transaction in which the
Company is not the surviving corporation other than in a Qualifying Offer, (2)
the Company engages in a merger or other business combination transaction in
which the Company is the surviving corporation and any shares of Common Stock
are changed into or exchanged for other securities or assets other than in a
Qualifying Offer or (3) 50% or more of the assets, cash flow or earning power of
the Company and its subsidiaries (taken as a whole) are sold or transferred so
that each holder of a Stockholder Right (except as noted below) will thereafter
have the right to receive, upon the exercise thereof at the then current
exercise price of the Stockholder Right, that number of shares of common stock
of the acquiring company that at the time of such transaction would have a
market value (determined as provided in the Stockholder Rights Agreement) of two
times the exercise price of the Stockholder Right. The events set forth in this
paragraph and in the preceding paragraph are referred to as the "Stockholder
Rights Triggering Events."
At any time until a person becomes an Acquiring Person other than in
connection with a Qualifying Offer, the board of directors of the Company may
redeem the Stockholder Rights in whole, but not in part, at a price of $0.01 per
Stockholder Right (the "Stockholder Rights Redemption Price"), payable in cash,
Common Stock or other consideration deemed appropriate by the board of directors
of the Company. In addition, the board of directors of the Company may, at any
time after a person becomes an Acquiring Person other than in connection with a
Qualifying Offer and after any period during which the holder of Stockholder
Rights may exercise such Stockholder Rights expires, but prior to any
Stockholder Rights Triggering Event, redeem all but not less than all of the
then outstanding
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Stockholder Rights at the Stockholder Rights Redemption Price
(x) in connection with any merger, consolidation or sale or other transfer (in
one transaction or in a series of related transactions) of assets, cash flow or
earning power aggregating more than 50% of the assets or earning power of the
Company and its subsidiaries (taken as a whole), in which all holders of shares
of Common Stock are treated alike and not involving (other than as a holder of
Common Stock being treated like all other such holders) an Acquiring Person or
any affiliate or associate of an Acquiring Person or (y)(1) if and for so long
as the Acquiring Person is not thereafter the beneficial owner of 15% of the
shares of Common Stock and (2) at the time of redemption, no other persons are
Acquiring Persons. Immediately upon the action of the board of directors of the
Company electing to redeem the Stockholder Rights, the Stockholder Rights will
terminate and the only right of the holders of Stockholder Rights will be to
receive the Stockholder Rights Redemption Price.
At any time after a person becomes an Acquiring Person and prior to the
acquisition by such person or group of 50% or more of the outstanding shares of
Common Stock, the board of directors of the Company may exchange the Stockholder
Rights (other than Stockholder Rights owned by such person or group that have
become void), in whole or in part, for Common Stock at an exchange ratio of one
share of Common Stock, or one one-thousandth of a share of Stockholder Rights
Preferred Stock (or of a share of a class or series of the Company preferred
stock having equivalent rights, preferences and privileges), per Stockholder
Right subject to adjustment.
Until a Stockholder Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends. While the distribution of the
Stockholder Rights should not be taxable to holders of Common Stock or to the
Company, the Company stockholders may, depending upon the circumstances,
recognize taxable income in the event that the Stockholder Rights become
exercisable for Common Stock or other consideration of the Company or for common
stock of the acquiring company or in the event of the redemption of the
Stockholder Rights as set forth above.
Any of the provisions of the Stockholder Rights Agreement may be amended by
the board of directors of the Company prior to the Stockholder Rights
Distribution Date. After the Stockholder Rights Distribution Date, the
provisions of the Stockholder Rights Agreement may be amended by the board of
directors of the Company in order to cure any ambiguity, to make changes that do
not adversely affect the interests of holders of Stockholder Rights, or to
shorten or lengthen any time period under the Stockholder Rights Agreement,
except that the Stockholder Rights Agreement may not be supplemented or amended
to lengthen (1) a time period relating to when the Stockholder Rights may be
redeemed at such time as when the Stockholder Rights are not then redeemable or
(2) any other time period unless any such lengthening is for the purpose of
protecting, enhancing or clarifying the rights of, and/or the benefits to, the
holders of Stockholder Rights under the Stockholder Rights Agreement. The
foregoing notwithstanding, no amendment may be made to the Stockholder Rights
Agreement at a time when the Stockholder Rights are not redeemable, except to
cure any ambiguity or correct or supplement any provision contained in the
Stockholder Rights Agreement that may be defective or inconsistent with any
other provision therein.
TRANSFER AGENT AND REGISTRAR
Our transfer agent and registrar for the Common Stock and Series A Warrants
is Continental Stock Transfer & Trust Company.
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SPECIAL CHARTER PROVISIONS
Our charter contains the provisions described below, among others. These
charter provisions may have the effect, alone or in combination with each other
or with the existence of authorized but unissued Common Stock and any series of
our preferred stock, of delaying, deferring or preventing a change in control of
the Company, of making it more difficult to remove or change the composition of
our incumbent board of directors and our officers, of being adverse to
stockholders who desire to participate in a tender offer and of depriving
stockholders of possible opportunities to sell their Common Stock at a premium
to market prices.
Article IX of our charter relating to certain business combinations
provides that such transactions require the affirmative vote of the holders of
at least three-quarters of the outstanding shares of our capital stock held by
non-interested stockholders that by its terms may be voted on all matters
submitted to our stockholders generally, voting together as a single class. An
amendment to Article IX of our charter requires a similar vote to repeal or
amend its provisions, subject to certain exceptions. The requirement of a
super-majority stockholder vote is designed to prevent a stockholder who
controls a majority of the outstanding shares of our capital stock that by its
terms may be voted on all matters submitted to stockholders generally from
avoiding the super-majority voting requirements of the provisions discussed
herein in the section describing our Common Stock by simply amending or
repealing such provisions.
Our charter provides that the directors are divided into three classes,
each of which serves a staggered three-year term, and that vacancies on our
board of directors that may occur between annual meetings may be filled by our
board of directors. In addition, this provision specifies that any director
elected to fill a vacancy on our board of directors will serve for the balance
of the term of the replaced director. At each annual meeting of stockholders,
successors to the class of directors whose term expires at that annual meeting
will be elected for a three-year term.
Our charter also provides that directors can be removed only by the
stockholders for cause and then only by the affirmative vote of the holders of
at least two-thirds of the outstanding shares of our capital stock that by its
terms may be voted generally in the election of directors of the Company, voting
together as a single class.
Our charter provides that only a majority of our board of directors (or a
committee thereof), our chairman or our president may call a special meeting of
the stockholders and that stockholders may not act by written consent.
Our charter provides that no director of the Company will be personally
liable to the Company or any of its stockholders for monetary damages for breach
of fiduciary duty as a director, except to the extent such elimination from or
limitation of liability is not permitted under the DGCL.
Our charter also provides that, in addition to any affirmative vote
required by applicable law or the rules of any exchange, automated quotation
system or regulated quotation system on which our capital stock may be listed or
quoted, as the case may be, the affirmative vote of the holders of at least
three-quarters of the outstanding shares of our capital stock held by
non-interested stockholders that by its terms may be voted on all matters
submitted to our stockholders generally, voting together as a single class, will
be necessary to approve any "business combination," as defined below, proposed
by an "interested stockholder," as defined below. These additional voting
requirements will not apply, however, if:
1. the business combination was approved by not less than a majority of
the continuing directors (as defined below); or
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2. a series of conditions are satisfied requiring, in summary, the
following:
(a) that the consideration to be paid to our stockholders in
the business combination must be at least equal (in each case, subject
to adjustment for any subsequent stock split, stock dividend,
subdivision or reclassification with respect to such class or series
of capital stock) to the higher of:
(1) (if applicable) the highest per-share price paid by the
interested stockholder in acquiring any shares of Common Stock
during the two years prior to the announcement date of the
business combination or in the transaction in which it became
an interested stockholder, such date is referred to herein as
the "determination date," whichever is higher;
(2) the fair market value per share of Common Stock on the
announcement date of the business combination or determination
date, whichever is higher; and
(3) (if applicable) the price per share equal to the fair
market value per share of Common Stock multiplied by the ratio
of (A) the highest per share price paid by the interested
stockholder for any share of Common Stock acquired by it
within the two-year period immediately prior to the announcement
date of the business combination to (B) the fair market value
per share of Common Stock on the first day in such two-year
period upon which the interested stockholder acquired any share
of Common Stock; and
(b) various "procedural" requirements are complied with, such as the
consent solicitation of proxies pursuant to the rules of the
Securities and Exchange Commission and no decrease in regular
dividends, if any, after the interested stockholder became an
interested stockholder (except as approved by a majority of the
continuing directors).
An "interested stockholder" is defined as anyone who is or has announced it
will become the beneficial owner of 15% or more of the outstanding shares of our
capital stock that by its terms may be voted on all matters submitted to
stockholders generally, other than the Company, its subsidiaries and any
employee stock plans sponsored by the Company or its subsidiaries, and includes
any person who (x) is an affiliate or associate (or Schedule 13D related party
(as defined below) of either of the foregoing) of the Company and at any time
within the prior three-year period beneficially owned 15% or more of the
outstanding shares of our capital stock that by its terms may be voted on all
matters submitted to stockholders generally and (y) is an assignee of or has
succeeded to any outstanding shares of our capital stock that by its terms may
be voted on all matters submitted to stockholders generally in a transaction not
involving a public offering which shares were at any time within the prior
three-year period beneficially owned by an interested stockholder. The term
"beneficial owner" includes persons directly and indirectly owning or having the
right to acquire or vote the stock.
A "business combination" includes the following transactions:
o merger or consolidation of the Company or any subsidiary of the Company
with an interested stockholder or with any other corporation or entity
that is, or after such merger or consolidation would be, an affiliate
or associate or Schedule 13D related party of an interested
stockholder;
o the sale or other disposition by the Company or a subsidiary of the
Company of assets having a fair market value of $10,000,000 or more if
an interested stockholder (or an affiliate or
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associate or Schedule 13D related party of an interested stockholder) is a
party to the transaction;
o the adoption of any plan or proposal for our liquidation or dissolution
proposed by or on behalf of an interested stockholder (or an affiliate
or associate or Schedule 13D related party of an interested
stockholder); or
o any reclassification of securities, recapitalization, merger with a
subsidiary, or other transaction that has the effect, directly or
indirectly, of increasing the proportionate share of any class of our
outstanding stock (or securities convertible into stock) or a
subsidiary beneficially owned by an interested stockholder (or an
affiliate or associate or Schedule 13D related party of an interested
stockholder).
Determinations of the fair market value of non-cash consideration are made
by a majority of the continuing directors.
The term "continuing directors" means any member of our board of directors,
while that person is a member of our board of directors, who is not an
affiliate, associate, Schedule 13D related party or representative of the
interested stockholder and was a member of our board of directors prior to the
time that the interested stockholder became an interested stockholder, and any
successor of a continuing director while that successor is a member of our board
of directors, who is not an affiliate, associate, Schedule 13D related party or
representative of the interested stockholder and is recommended or elected to
succeed the continuing director by a majority of continuing directors. The term
"Schedule 13D related party" means an individual or entity whose beneficial
ownership of securities would be required to be aggregated on any Schedule 13D
or Schedule 13G required to be filed by an interested stockholder.
Section 145 of the DGCL authorizes a corporation to indemnify its
directors, officers, employees and agents against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement reasonably incurred
provided they act in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the corporation, although in the case of
proceedings brought by or on behalf of the corporation, indemnification is
limited to expenses and is not permitted if the individual is adjudged liable to
the corporation, unless the court determines otherwise. Our charter requires us
to indemnify our officers and directors in accordance with our by-laws to the
fullest extent authorized by the DGCL. Our by-laws provide that we may purchase
and maintain insurance on behalf of any of our directors, officers, employees or
agents against any liability that may be asserted against him or her. We expect
to maintain liability insurance covering our directors and officers for claims
asserted against them or incurred by them in their capacity as directors and
officers. We and our subsidiaries also expect to enter into indemnification
agreements with our respective directors and officers.
Through our charter, we have elected to be governed by Section 203 of the
DGCL. Generally, Section 203 of the DGCL prohibits a publicly-held Delaware
corporation from engaging in any business combination with an interested
stockholder for a period of three years following the time that such stockholder
becomes an interested stockholder, unless:
o prior to such time either the business combination or the transaction
that resulted in the stockholder becoming an interested stockholder is
approved by the board of directors of the corporation;
o upon consummation of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder owned at
least 85% of the voting stock of the corporation outstanding at the
time the transaction commenced, excluding, for purposes of
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determining the number of shares outstanding, those shares held by
persons who are both directors and officers and certain employee stock
plans; or
o at or subsequent to such time the business combination is approved by
the board of directors of the corporation and authorized at an annual
or special meeting of stockholders, and not by written consent, by the
affirmative vote of at least two-thirds of the outstanding voting stock
that is not owned by the interested stockholder.
A business combination includes certain mergers, consolidations, asset
sales, transfers and other transactions resulting in a financial benefit to the
interested stockholder. An interested stockholder is a person who, together with
affiliates and associates, owns (or within the preceding three years, did own)
15% or more of the corporation's voting stock.
SPECIAL BY-LAWS PROVISIONS
Our by-laws provide that to be properly brought before the annual or any
special stockholders' meeting, business must be:
o specified in the notice of meeting, or any supplement or amendment
thereto, given by or at the direction of our board of directors;
o otherwise properly brought before the meeting by or at the direction of
our board of directors; or
o solely in the case of the annual meeting, otherwise properly brought
before the meeting by a stockholder who timely gives notice to us in
writing and who is a stockholder of record on the date of giving of
notice and on the record date for the meeting.
To be timely, a stockholder's written notice must be delivered to or mailed
and received at our principal executive offices not less than 75 days nor more
than 90 days prior to the first anniversary of the date of the preceding year's
annual meeting; provided that in the event the annual meeting is advanced more
than 30 days prior to or delayed by more than 30 days after the anniversary of
the preceding year's annual meeting, notice by the stockholder, to be timely,
must be received by us not later than the close of business on the tenth day
following the day on which the notice of the date of the meeting was mailed or
the public disclosure was made, whichever first occurs.
A stockholder may nominate directors only if the stockholder delivers
timely written notice to us (and is a stockholder of record on the date of
giving of notice and on the record date for the meeting), in the case of: (x) an
annual meeting, not less than 75 days nor more than 90 days prior to the first
anniversary of the date of the preceding year's annual meeting; provided that in
the event the annual meeting is advanced more than 30 days prior to or delayed
by more than 30 days after the anniversary of the preceding year's annual
meeting, notice by the stockholder, to be timely, must be received by us not
later than the close of business on the tenth day following the day on which the
notice of the date of the meeting was mailed or the public disclosure was made,
whichever first occurs; and (y) a special meeting of stockholders called for the
purpose of electing directors, not later than the close of business on the tenth
day following the day on which notice of the date of the special meeting was
mailed or the public disclosure was made, whichever first occurs.
Our by-laws provide that we may purchase and maintain insurance on behalf
of any of our directors, officers, employees or agents against any liability
that may be asserted against him or her. We expect to maintain liability
insurance covering our directors and officers for claims asserted against them
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or incurred by them in their capacity as directors and officers. We and our
subsidiaries also expect to enter into indemnification agreements with our
respective directors and officers.
Item 2. Exhibits.
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The following exhibits are filed as part of this registration statement:
Exhibit 1 Amended and Restated Certificate of Incorporation of
NTL Communications Corp.
Exhibit 2 Amended and Restated By-laws of NTL Incorporated
Exhibit 3 Warrant Agreement, dated as of January 10, 2003, by
and between NTL Incorporated and Continental Stock
Transfer & Trust Company, as Warrant Agent
Exhibit 4 Stockholder Rights Agreement, dated as of January 10,
2003, by and between NTL Incorporated and Continental
Stock Transfer & Trust Company, as Rights Agent
Exhibit 5 Form of Common Stock certificate
Exhibit 6 Form of Series A Warrant certificate
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
NTL INCORPORATED
By: /s/ Richard J. Lubasch
--------------------------------------
Name: Richard J. Lubasch
Title: Executive Vice President,
General Counsel and Secretary
January 10, 2003
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EXHIBIT INDEX
Exhibit Description
------- -----------
Exhibit 1 Amended and Restated Certificate of Incorporation
of NTL Communications Corp.
Exhibit 2 Amended and Restated By-laws of NTL Incorporated
Exhibit 3 Warrant Agreement, dated as of January 10, 2003,
by and between NTL Incorporated and Continental
Stock Transfer & Trust Company, as Warrant Agent
Exhibit 4 Stockholder Rights Agreement, dated as of
January 10, 2003, by and between NTL Incorporated
and Continental Stock Transfer & Trust Company,
as Rights Agent
Exhibit 5 Form of Common Stock certificate
Exhibit 6 Form of Series A Warrant certificate
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