-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MiIv8o6ygPbqSmAij/aLpmCVVAeKSiR3ShIwCGS4iGH5jYkBjtNhrzA+LhX3R5xq f+eDvCglXdUr1Ec/mQ+Jow== 0000905718-06-000188.txt : 20060627 0000905718-06-000188.hdr.sgml : 20060627 20060626185642 ACCESSION NUMBER: 0000905718-06-000188 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060627 DATE AS OF CHANGE: 20060626 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NTL INC CENTRAL INDEX KEY: 0001270400 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 593778247 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79951 FILM NUMBER: 06925527 BUSINESS ADDRESS: STREET 1: 909 THIRD AVENUE STREET 2: SUITE 2863 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129068440 MAIL ADDRESS: STREET 1: 909 THIRD AVENUE STREET 2: SUITE 2863 CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: TELEWEST GLOBAL INC DATE OF NAME CHANGE: 20031117 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HUFF WILLIAM R CENTRAL INDEX KEY: 0001125885 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 67 PARK PLACE CITY: MORRISTOWN STATE: NJ ZIP: 20170 BUSINESS PHONE: 7036396000 MAIL ADDRESS: STREET 1: 67 PARK PLACE CITY: MORRISTOWN STATE: NJ ZIP: 07960 SC 13D/A 1 ntl13dam9.txt SC13DAM9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* NTL INCORPORATED - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 62941W101 - -------------------------------------------------------------------------------- (CUSIP Number) Edward T. Dartley W.R. Huff Asset Management Co., L.L.C. 67 Park Place Morristown, New Jersey 07960 (973) 984-1233 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 16, 2006 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule l3G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Cusip No. 62941W101 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): William R. Huff - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions): (a) Not (b) Applicable - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions): Not Applicable - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): Not Applicable - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: United States - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power: * ------------------------------------------- Shares Beneficially 8. Shared Voting Power: * ------------------------------------------- Owned by Each Reporting 9. Sole Dispositive Power: * ------------------------------------------ Person With 10. Shared Dispositive Power: * ------------------------------------------ - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 22,558,748* - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 7.8%* - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions): IA, IN - -------------------------------------------------------------------------------- * W.R. Huff Asset Management Co., L.L.C., a Delaware limited liability company ("Huff Asset Management"), and certain other limited partnerships and limited liability companies affiliated with Huff Asset Management (together with Huff Asset Management, the "Huff Entities"), for their clients and/or on behalf of certain separately managed accounts (collectively, the "Accounts"), have been issued and/or have acquired, in the aggregate, approximately 22,371,248 shares of common stock, par value $0.01 per share (the "Shares"), of NTL Incorporated, formerly known as Telewest Global, Inc., a Delaware corporation (the "Company"). Mr. William R. Huff possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company held by or on behalf of the Huff Entities and/or the Accounts, subject to the internal screening and other securities law compliance procedures of the Huff Entities described below. The Huff Entities have in place appropriate internal screening procedures and other securities law compliance policies that from time to time require Mr. Huff to delegate to one or more employees of the Huff Entities transaction and/or securities disposition authority with respect to certain entities, including the Company. All such employees serve under the ultimate direction, control and authority of Mr. Huff. In addition, Mr. Huff individually holds options of the Company which are exercisable for a total of 187,500 Shares of the Company. Thus, as of June 16, 2006, for the purposes of Reg. Section 240.13d-3, Mr. Huff is deemed to beneficially own 22,558,748 Shares, or approximately 7.8% of the Shares deemed issued and outstanding as of that date. Mr. Huff's interest in the Shares is limited to his pecuniary interest, if any, in the Huff Entities and/or the Accounts. See Item 5 for further information. Item 5. Interest in Securities of the Issuer. ------------------------------------ Item 5 is hereby amended and restated in its entirety as follows: Based upon information in the Company's Form 10-Q, as filed by the Company with the Securities and Exchange Commission on May 10, 2006, there were approximately 288,622,040 Shares issued and outstanding as of May 5, 2006. As of June 16, 2006, the Huff Entities, for their clients and/or on behalf of the Accounts, have been issued and/or have acquired, in the aggregate, approximately 22,371,248 Shares. Mr. William R. Huff possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company held by or on behalf of the Huff Entities and/or the Accounts, subject to the internal screening and other securities law compliance procedures of the Huff Entities described below. In addition, Mr. Huff individually holds options of the Company which are exercisable for a total of 187,500 Shares of the Company. Thus, as of June 16, 2006, for the purposes of Reg. Section 240.13d-3, Mr. Huff is deemed to beneficially own 22,558,748 Shares, or approximately 7.8% of the Shares deemed issued and outstanding as of that date. Mr. Huff's interest in the Shares is limited to his pecuniary interest, if any, in the Huff Entities and/or the Accounts. The Huff Entities have in place appropriate internal screening procedures and other securities law compliance policies that from time to time require Mr. Huff to delegate to one or more employees of the Huff Entities transaction and/or securities disposition authority with respect to certain entities, including the Company. All such employees serve under the ultimate direction, control and authority of Mr. Huff. The following table details the transactions in Shares, or securities convertible into, exercisable for or exchangeable for Shares, by Mr. Huff or any other person or entity controlled by him or any person or entity for which he possesses voting or investment control over the securities thereof, during the sixty days on or prior to June 16, 2006 (each of which were effected in an ordinary brokerage transaction): (Purchases) NONE (Sales) Date Quantity Price ---- -------- ----- April 18, 2006 60,000 27.4655 April 19, 2006 25,000 27.4833 April 20, 2006 5,000 27.1258 April 21, 2006 42,200 26.8921 April 24, 2006 22,500 26.9834 April 25, 2006 55,000 26.7503 April 26, 2006 55,000 26.9547 April 27, 2006 65,000 27.3800 April 28, 2006 20,000 27.4047 May 1, 2006 45,000 27.7312 May 2, 2006 25,000 27.6298 May 3, 2006 50,000 27.5930 May 4, 2006 40,000 27.0156 May 5, 2006 80,000 27.2687 May 8, 2006 45,000 27.7891 May 9, 2006 45,000 28.3613 May 10, 2006 75,000 28.7328 May 11, 2006 16,000 28.6250 May 12, 2006 3,000 28.2581 May 15, 2006 25,800 27.7149 May 16, 2006 50,000 27.9861 May 17, 2006 2,500 27.7191 May 23, 2006 15,000 26.9725 May 25, 2006 45,000 27.1363 June 1, 2006 30,000 26.9939 June 2, 2006 10,000 26.9718 In addition to the transactions detailed in the above table, during the sixty days on or prior to June 16, 2006, Mr. Huff ceased to possess the sole power to vote and the sole power to direct the disposition of an aggregate of 1,224,828 Shares. Signature --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. June 26, 2006 /s/ Bryan E. Bloom ---------------------------------------- Bryan E. Bloom as attorney-in-fact for William R. Huff, on behalf of W.R. Huff Asset Management Co., L.L.C., certain limited partnerships and limited liability companies affiliated with W.R. Huff Asset Management Co., L.L.C. and certain separately managed accounts. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----