UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO SCHEDULE 13G
Under the Securities Exchange Act of 1934
NTL Incorporated
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
629407107
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(CUSIP Number)
N/A
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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CUSIP No. . 629407107
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Cable and Wireless plc
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
(b) |_|
3. SEC Use Only
4. Citizenship or Place of Organization
England and Wales
Number of 5. Sole Voting Power
Shares 28,110,413
Beneficially
Owned by 6. Shared Voting Power
Each Reporting
Person With
7. Sole Dispositive Power.
28,110,413
8. Shared Dispositive Power
9. Aggregate Amount Beneficially Owned by Each Reporting Person.
28,110,413
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) |_|
11. Percent of Class Represented by Amount in Row (9)
10.16%
12. Type of Reporting Person (See Instructions)
HC
Item 1.
(a) Name of Issuer: NTL Inc.
Address of Issuer's Principal Executive Offices:
(b) The principal executive
offices of NTL are
located at 110 East 59th
Street, New York, New
York 10022.
Item 2.
(a) Name of Person Filing: Cable and Wireless plc
(b) Address of Principal Business Office or, if none, Residence:
The address of Cable &
Wireless' principal
business and office is
124 Theobalds Road,
London, WC1X 8RX, United
Kingdom.
(c) Citizenship: England and Wales
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 629407107
Item 3. If this statement is filed pursuant toss.ss.240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) [ ] An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with ss.240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in
accordance with ss.240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of
the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 28,110,413.
(b) Percent of class: 10.16%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 28,110,413
(ii) Shared power to vote or to direct the vote ___________.
(iii) Sole power to dispose or to direct the disposition of 28,110,413.
(iv) Shared power to dispose or to direct the
disposition of ___________.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ]. N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required. N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule
13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary.
See Exhibit A.
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit stating the date
of the dissolution and that all further filings with respect to transactions in
the security reported on will be filed, if required, by members of the group, in
their individual capacity. See Item 5.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or effect.
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.
February 14, 2002
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Date
/s/ J. Bolton
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J. Bolton
Assistant Company Secretary
Exhibit A
The shares of Common Stock of NTL are held by a wholly-owned subsidiary: Cable
and Wireless (Far East) Limited