0000905718-05-000081.txt : 20120626
0000905718-05-000081.hdr.sgml : 20120626
20050307165239
ACCESSION NUMBER: 0000905718-05-000081
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050307
DATE AS OF CHANGE: 20050307
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: NTL INC
CENTRAL INDEX KEY: 0000906347
STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813]
IRS NUMBER: 521822078
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-43211
FILM NUMBER: 05664521
BUSINESS ADDRESS:
STREET 1: 909 THIRD AVENUE
STREET 2: SUITE 2863
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-906-8440
MAIL ADDRESS:
STREET 1: 909 THIRD AVENUE
STREET 2: SUITE 2863
CITY: NEW YORK
STATE: NY
ZIP: 10022
FORMER COMPANY:
FORMER CONFORMED NAME: NTL COMMUNICATIONS CORP
DATE OF NAME CHANGE: 19990401
FORMER COMPANY:
FORMER CONFORMED NAME: NTL INC /DE/
DATE OF NAME CHANGE: 19970326
FORMER COMPANY:
FORMER CONFORMED NAME: INTERNATIONAL CABLETEL INC
DATE OF NAME CHANGE: 19930601
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
ntl13dam2.txt
SC 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
NTL INCORPORATED
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
62940M104
--------------------------------------------------------------------------------
(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)
February 23, 2005
--------------------------------------------------------------------------------
(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. 62940M104
--------------------------------------------------------------------------------
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: 9,506,537
--------------------------------------------------------------------------------
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): 10.8%*
--------------------------------------------------------------------------------
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, 9,456,537 shares of common stock,
par value $0.01 per share (the "Shares"), of NTL Incorporated, a Delaware
corporation (the "Company"). William R. Huff possesses sole power to vote and
direct the disposition of all securities of the Company held by or on behalf of
the Huff Entities and/or the Accounts. In addition, Mr. Huff individually holds
options of the Company which are exercisable for a total of 50,000 Shares of the
Company. Thus, as of February 23, 2005, for the purposes of Reg. Section
240.13d-3, William R. Huff is deemed to beneficially own 9,506,537 Shares, or
approximately 10.8% of the Shares deemed issued and outstanding as of that date.
Mr. Huff's interest in the Shares held by or on behalf of the Huff Entities
and/or the Accounts 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.
------------------------------------
Based upon information in the Company's Quarterly Report on Form 10-Q, as filed
by the Company with the Securities and Exchange Commission on November 9, 2004,
there were 87,656,586 Shares issued and outstanding as of November 4, 2004. As
of February 23, 2005, the Huff Entities, for their clients and/or on behalf of
the Accounts, have been issued and/or have acquired, in the aggregate, 9,456,537
Shares. William R. Huff possesses sole power to vote and 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 50,000 Shares of the Company. Thus, as of February 23, 2005, for the purposes
of Reg. Section 240.13d-3, William R. Huff is deemed to beneficially own
9,506,537 Shares, or approximately 10.8% of the Shares deemed issued and
outstanding as of that date. Mr. Huff's interest in the Shares held by or on
behalf of the Huff Entities and/or the Accounts 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 during the sixty days on or prior
to February 23, 2005 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 (each of which were effected in an ordinary
brokerage transaction):
(Purchases)
NONE
(Sales)
Date Quantity Price
---- -------- -----
12/27/04 36,600 $71.7989
12/28/04 18,000 $72.5268
12/29/04 11,800 $72.3941
12/30/04 27,042 $73.1580
12/31/04 24,000 $73.0719
01/13/05 1,000 $69.0000
01/18/05 1,000 $67.3000
01/19/05 1,100 $67.0318
01/21/05 4,000 $66.9375
01/25/05 5,000 $65.4464
01/26/05 17,789 $65.8207
01/27/05 8,800 $66.3985
01/28/05 3,000 $66.6200
01/31/05 20,700 $68.2975
02/01/05 31,500 $69.1086
02/04/05 11,500 $69.3049
02/08/05 13,744 $69.0663
02/09/05 15,500 $68.4651
02/10/05 39,200 $67.8547
02/11/05 39,526 $68.3753
02/14/05 33,500 $67.9250
02/15/05 38,000 $68.0632
02/16/05 60,000 $67.5619
02/18/05 12,500 $67.0419
02/23/05 42,000 $65.7736
In addition to the transactions detailed in the above table, during the sixty
days on or prior to February 23, 2005, Mr. Huff ceased to possess sole power to
vote and direct the disposition of an aggregate of 328,500 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.
March 7, 2005
/s/ William R. Huff
----------------------------------------
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).