==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A*
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)
(AMENDMENT NO. 4)
TELEWEST COMMUNICATIONS PLC
--------------------------------------------------------
(Name of Issuer)
ORDINARY SHARES, PAR VALUE 10 PENCE PER SHARE, REPRESENTED BY AMERICAN
DEPOSITARY SHARES, EACH OF WHICH REPRESENTS TEN ORDINARY SHARES
------------------------------------------------------------
(Title of Class of Securities)
87956P 10 5**
------------------------------------------------
(CUSIP Number)
MARILYN J. WASSER, ESQ.
VICE PRESIDENT - LAW AND SECRETARY
AT&T CORP.
295 NORTH MAPLE AVENUE
BASKING RIDGE, NJ 07920
(908) 221-2000
WITH A COPY TO:
STEVEN A. ROSENBLUM, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JUNE 15, 2000
------------------------------------------------------------------
(Date of Event Which Requires Filing of This
Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other
parties to whom copies are to be sent.
-------------------------------
* Note: This statement constitutes the original filing of a
Report on Schedule 13D of each of AT&T Corp. and MediaOne
Group, Inc. This statement also constitutes Amendment No.
4 of a Report on Schedule 13D of MediaOne International
Holdings, Inc., MediaOne UK Cable, Inc., and MediaOne Cable
Partnership Holdings, Inc.
** CUSIP No. 87956P 10 5 relates to the American Depositary Shares.
Continued on following pages
(Page 1 of 20 Pages)
==============================================================================
<PAGE>
-------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
AT&T CORP.
I.R.S. IDENTIFICATION NO. 13-4924710
-------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
-------------------------------------------------------------------------
3 SEC USE ONLY |_|
-------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC, OO
-------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
-------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE ORGANIZATION
NEW YORK
-------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 57,312,938 Limited Voting Shares
1,084,234,711 Ordinary Shares*
OWNED BY -----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH -0-
-----------------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER
57,312,938 Limited Voting Shares
PERSON WITH 1,084,234,711 Ordinary Shares*
-------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,312,938 Limited Voting Shares
1,084,234,711 Ordinary Shares*
-------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |X|
-------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
91.7% -- Limited Voting Shares
37.8% -- Ordinary Shares
-------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
-------------------------------------------------------------------------
-----------------------
* Includes 463,438,961 Ordinary Shares ("LMC's Ordinary Shares")
beneficially owned by Liberty Media Corporation ("LMC"), a wholly
owned subsidiary of AT&T, through LMC's 50% interest in TW Holdings,
Inc., which shares may be deemed to be beneficially owned, for the
purposes of Section 13(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") by each Reporting Person by virtue of the
Relationship Agreement and Operating Agreement, each of which was
previously described in the MediaOne Schedule 13D (as defined herein).
The filing of this Schedule 13D shall not be construed as an admission
by any Reporting Person that it is, for the purposes of Section 13(d)
of the Exchange Act, the beneficial owner of LMC's Ordinary Shares.
2 of 20
<PAGE>
-------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
MEDIAONE GROUP, INC.
I.R.S. IDENTIFICATION NO. 91-2047743
-------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
-------------------------------------------------------------------------
3 SEC USE ONLY |_|
-------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC, OO
-------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
-------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE ORGANIZATION
DELAWARE
-------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 57,312,938 Limited Voting Shares
1,084,234,711 Ordinary Shares*
OWNED BY -----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH -0-
-----------------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER
57,312,938 Limited Voting Shares
PERSON WITH 1,084,234,711 Ordinary Shares*
-------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
57,312,938 Limited Voting Shares
1,084,234,711 Ordinary Shares*
-------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |X|
-------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
91.7% -- Limited Voting Shares
37.8% -- Ordinary Shares
-------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
-------------------------------------------------------------------------
-----------------------
* Includes LMC's Ordinary Shares beneficially owned by LMC through its
50% interest in TW Holdings, Inc., which shares may be deemed to be
beneficially owned, for the purposes of Section 13(d) of the Exchange
Act by each Reporting Person by virtue of the Relationship Agreement
and Operating Agreement, each of which was previously described in the
MediaOne Schedule 13D (as defined herein). The filing of this Schedule
13D shall not be construed as an admission by any Reporting Person
that it is, for the purposes of Section 13(d) of the Exchange Act, the
beneficial owner of LMC's Ordinary Shares.
3 of 20
<PAGE>
-------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
MEDIAONE INTERNATIONAL HOLDINGS, INC.
I.R.S. IDENTIFICATION NO. 84-1083131
-------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
-------------------------------------------------------------------------
3 SEC USE ONLY |_|
-------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC, 00
-------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
-------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE ORGANIZATION
DELAWARE
-------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 57,312,938 Limited Voting Shares
1,084,234,711 Ordinary Shares*
OWNED BY -----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH -0-
-----------------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER
57,312,938 Limited Voting Shares
PERSON WITH 1,084,234,711 Ordinary Shares*
-------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
57,312,938 Limited Voting Shares
1,084,234,711 Ordinary Shares*
-------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |X|
-------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
91.7% -- Limited Voting Shares
37.8% -- Ordinary Shares
-------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
-------------------------------------------------------------------------
------------------------
* Includes LMC's Ordinary Shares beneficially owned by LMC through its
50% interest in TW Holdings, Inc., which shares may be deemed to be
beneficially owned, for the purposes of Section 13(d) of the Exchange
Act by each Reporting Person by virtue of the Relationship Agreement
and Operating Agreement, each of which was previously described in the
MediaOne Schedule 13D (as defined herein). The filing of this Schedule
13D shall not be construed as an admission by any Reporting Person
that it is, for the purposes of Section 13(d) of the Exchange Act, the
beneficial owner of LMC's Ordinary Shares.
4 of 20
<PAGE>
-------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
MEDIAONE UK CABLE, INC.
I.R.S. IDENTIFICATION NO. 81-1145944
-------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
-------------------------------------------------------------------------
3 SEC USE ONLY |_|
-------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC, 00
-------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
-------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE ORGANIZATION
COLORADO
-------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 57,312,938 Limited Voting Shares
1,084,234,711 Ordinary Shares*
OWNED BY -----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH -0-
-----------------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER
57,312,938 Limited Voting Shares
PERSON WITH 1,084,234,711 Ordinary Shares*
-------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,312,938 Limited Voting Shares
1,084,234,711 Ordinary Shares*
-------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |X|
-------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
91.7% -- Limited Voting Shares
37.8% -- Ordinary Shares
-------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
-------------------------------------------------------------------------
--------------------------
* Includes LMC's Ordinary Shares beneficially owned by LMC through its
50% interest in TW Holdings, Inc., which shares may be deemed to be
beneficially owned, for the purposes of Section 13(d) of the Exchange
Act by each Reporting Person by virtue of the Relationship Agreement
and Operating Agreement, each of which was previously described in the
MediaOne Schedule 13D (as defined herein). The filing of this Schedule
13D shall not be construed as an admission by any Reporting Person
that it is, for the purposes of Section 13(d) of the Exchange Act, the
beneficial owner of LMC's Ordinary Shares.
5 OF 20
<PAGE>
-------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
MEDIAONE CABLE PARTNERSHIP HOLDINGS, INC.
I.R.S. IDENTIFICATION NO. 84-1126521
-------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
-------------------------------------------------------------------------
3 SEC USE ONLY |_|
-------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC, 00
-------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
-------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE ORGANIZATION
COLORADO
-------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 57,312,938 Limited Voting Shares
1,084,234,711 Ordinary Shares*
OWNED BY -----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH -0-
-----------------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER
57,312,938 Limited Voting Shares
PERSON WITH 1,084,234,711 Ordinary Shares*
-------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,312,938 Limited Voting Shares
1,084,234,711 Ordinary Shares*
-------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |X|
-------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
91.7% -- Limited Voting Shares
37.8% -- Ordinary Shares
-------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
-------------------------------------------------------------------------
---------------------
* Includes LMC's Ordinary Shares beneficially owned by LMC through its
50% interest in TW Holdings, Inc., which shares may be deemed to be
beneficially owned, for the purposes of Section 13(d) of the Exchange
Act by each Reporting Person by virtue of the Relationship Agreement
and Operating Agreement, each of which was previously described in the
MediaOne Schedule 13D (as defined herein). The filing of this Schedule
13D shall not be construed as an admission by any Reporting Person
that it is, for the purposes of Section 13(d) of the Exchange Act, the
beneficial owner of LMC's Ordinary Shares.
6 of 20
<PAGE>
This Report on Schedule 13D relates to the ordinary shares, par
value 10 pence per share (the "Ordinary Shares"), of Telewest Communications
plc, a public limited company incorporated under the laws of England and Wales
("Telewest"). The Report on Schedule 13D originally filed by MediaOne Group,
Inc., a Delaware corporation ("Old MediaOne"), MediaOne International Holdings,
Inc., a Delaware corporation ("MediaOne International"), MediaOne UK Cable,
Inc., a Colorado corporation ("MediaOne UK Cable"), and MediaOne Cable
Partnership Holdings, Inc., a Colorado corporation ("MediaOne Cable
Partnership"), on September 21, 1998, as amended and supplemented by the
amendments thereto previously filed with the Securities Exchange Commission
(collectively, the "MediaOne Schedule 13D") is hereby amended and supplemented
to include the information contained herein, and this Report constitutes
Amendment No. 4 to the MediaOne Schedule 13D. This Report on Schedule 13D also
constitutes the original Report (the "AT&T Schedule 13D") of AT&T Corp., a New
York corporation ("AT&T"), and the original Report (the "MediaOne Group Schedule
13D" and together with the MediaOne Schedule 13D and the AT&T Schedule 13D, the
"Schedule 13D") of MediaOne Group, Inc., a Delaware corporation and the
surviving corporation in the MediaOne Merger (as defined below) ("MediaOne
Group" and together with MediaOne International, MediaOne UK Cable and MediaOne
Cable Partnership, the "MediaOne Subsidiaries"). AT&T and each of the MediaOne
Subsidiaries is "Reporting Person." Capitalized terms not defined herein have
the meanings given to such terms in the MediaOne Schedule 13D.
All of the information relating to Old MediaOne's and the MediaOne
Subsidiaries' ownership of Telewest Ordinary Shares included in the MediaOne
Schedule 13D is incorporated by reference into the AT&T Schedule 13D and the
MediaOne Group Schedule 13D.
The summary descriptions contained in this Schedule 13D of certain
agreements and documents are qualified in their entirety by reference to the
complete texts of such agreements and documents, filed as Exhibits hereto and
incorporated herein by reference.
ITEM 1. SECURITY AND ISSUER.
The information contained in Item 1 of the MediaOne Schedule 13D is
hereby amended and supplemented by adding the following information (and such
information also constitutes Item 1 of the AT&T Schedule 13D and the MediaOne
Group Schedule 13D):
This statement relates to the ordinary shares, par value 10 pence
per share (the "Ordinary Shares"), of Telewest and to the limited voting
convertible ordinary shares, par value 10 pence per share (the "Limited Voting
Shares"), of Telewest. The address of the principal executive offices of
Telewest is Genesis Business Park, Albert Drive, Woking, Surrey, GU21 5RW,
United Kingdom.
Pursuant to Rule 13d-3 under the Exchange Act, this Schedule 13D
also relates to the Ordinary Shares issuable upon conversion of Limited Voting
Shares. Each Limited Voting Share is convertible into one Ordinary Share by the
holder thereof only to the extent such conversion does not result in a change in
control of Telewest for purposes of the indentures
7 of 20
<PAGE>
governing certain of Telewest's issued and outstanding promissory notes. The
Limited Voting Shares have the same rights as the Ordinary Shares, except that
the Limited Voting Shares do not confer the right to vote on resolutions to
appoint, re-appoint, elect or remove directors of Telewest.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is the original filing by AT&T and MediaOne Group.
AT&T is among the world's communications leaders, providing voice,
data and video telecommunications services to large and small businesses,
consumers and government entities. AT&T and its subsidiaries furnish regional,
domestic long distance, international long distance, regional, local and
wireless telecommunications services, and cable television and Internet
communications transmission services. AT&T also provides billing, directory, and
calling card services to support its communications business. The address of
AT&T's principal executive office and business is 32 Avenue of the Americas, New
York, New York 10013-2412.
MediaOne Group is a wholly owned subsidiary of AT&T. The principal
executive offices of MediaOne Group are located at 188 Inverness Drive West,
Engelwood, Colorado 80112.
The name, business address, present principal occupation or
employment and citizenship of each director and executive officer of AT&T is set
forth in Schedule I hereto and is incorporated herein by reference.
During the last five years, neither AT&T, nor, to the knowledge of
AT&T, any of the persons listed on Schedule I hereto, (1) has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(2) has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information contained in Item 3 of the MediaOne Schedule 13D is
hereby amended and supplemented by adding the following information (and the
information contained in Item 3, as amended hereby, also constitutes Item 3 of
the AT&T Schedule 13D and the MediaOne Group Schedule 13D):
The information set forth in Item 4 of this Schedule 13D is hereby
incorporated by reference herein.
AT&T became the beneficial owner of the Ordinary Shares and the
Limited Voting Shares reported herein as a result of the merger (the
"MediaOne Merger") of Old MediaOne with and into Meteor Acquisition Inc., a
wholly owned subsidiary of AT&T ("Purchaser"). The MediaOne Merger was
consummated on June 15, 2000 (the "Effective Date"), following which Purchaser
changed its name to MediaOne Group, Inc. Old MediaOne,
8 of 20
<PAGE>
together with MediaOne International, MediaOne UK Cable and MediaOne Cable
Partnership had previously filed a Statement on Schedule 13D reporting
beneficial ownership of the Ordinary Shares.
In the MediaOne Merger, the holders of MediaOne Group's common stock
received in exchange for their shares, at the election of the holder, the right
to receive AT&T common stock, cash or a combination of AT&T common stock and
cash, in each case subject to proration. In the aggregate, AT&T plans to issue
606 million shares of AT&T common stock and $23 billion in cash in the MediaOne
Merger.
ITEM 4. PURPOSE OF THE TRANSACTION.
The information contained in Item 4 of the MediaOne Schedule 13D is
hereby amended and supplemented by adding the following information (and the
information contained in Item 4, as amended hereby, also constitutes Item 4 of
the AT&T Schedule 13D and the MediaOne Group Schedule 13D):
AT&T's acquisition of the Ordinary Shares and the Limited Voting
Shares was incidental to its acquisition of Old MediaOne. AT&T intends to sell
all of its Ordinary Shares and Limited Voting Shares.
In accordance with certain undertakings (the "Undertakings") agreed
to with the Commission of the European Communities in connection with the
MediaOne Merger, AT&T entered into a trust agreement (the "Trust Agreement"),
dated as of June 15, 2000, with U.S. Trust Company, National Association, as
trustee (the "Trustee"), pursuant to which AT&T placed into an irrevocable trust
(the "Trust") all of the Ordinary Shares and Limited Voting Shares beneficially
owned by it and the MediaOne Subsidiaries. The Undertakings generally provide
that AT&T will dispose of its Ordinary Shares and Limited Voting Shares within
one year of the Effective Date and enter into a binding agreement to sell such
shares within three months of the Effective Date or as soon as possible
thereafter using commercially reasonable efforts. During the term of the Trust,
the functions of the Trustee include:
o holding the Ordinary Shares and Limited Voting Shares in trust
for AT&T so that AT&T will not be involved in the management of
Telewest or be entitled to receive information regarding
Telewest; and
o monitoring the satisfactory discharge by AT&T of the obligations
of AT&T entered into in the Undertakings.
In the event that AT&T fails to enter into a binding agreement to sell its
Ordinary Shares and Limited Voting Shares within six months of the Effective
Date, the Trustee's functions will be expanded to, among other things:
o ensure the proper sale of the Ordinary Shares and Limited Voting
Shares; and
9 of 20
<PAGE>
o within six months thereafter, submit to the Commission of the
European Communities for approval an agreement for sale of AT&T's
Ordinary Shares and Limited Voting Shares.
AT&T currently intends that the existing directors of Telewest who
had been MediaOne designees (and who are neither directors nor officers of AT&T
or any of its subsidiaries) will remain on the Board of Telewest. In the event
such persons become unable or are disqualified or are unwilling to continue to
serve in that capacity, new directors who are neither directors nor officers of
AT&T or any of its subsidiaries would be elected to the Board of Telewest in
their place.
As previously reported in Amendment No. 3 to the MediaOne Schedule
13D, filed with the Securities Exchange Commission on October 20, 1999, which is
incorporated herein by reference, MediaOne Group entered into a merger agreement
(the "Microsoft Merger Agreement"), dated October 4, 1999, between Microsoft
Corporation ("Microsoft"), MediaOne Group, MediaOne International, MediaOne UK
Cable and MediaOne Cable Partnership. Upon closing of the transactions
contemplated by the Microsoft Merger Agreement, Microsoft would become the
indirect beneficial owner of all of Ordinary Shares and Limited Voting Shares
beneficially owned by AT&T and covered by the Microsoft Merger Agreement.
The foregoing descriptions of the Trust Agreement and the
Undertakings are summaries thereof and do not purport to be complete. The full
text of the Trust Agreement, including the Undertakings, is attached hereto as
Exhibit 13 and is incorporated herein by reference. The Microsoft Merger
Agreement was previously reported in Amendment No. 3 to the MediaOne Schedule
13D, filed with the Securities Exchange Commission on October 20, 1999 and is
incorporated herein by reference.
The Microsoft Merger Agreement expires on June 30, 2000 and remains
subject to certain conditions (including the approval of the Commission of the
European Communities which is currently reviewing the acquisition by Microsoft).
AT&T and Microsoft are discussing the possibility of extending the expiration
date under the Microsoft Merger Agreement. There can be no assurance that the
requisite approvals will be received to enable the transactions contemplated by
the Microsoft Merger Agreement to be consummated, or that the AT&T and Microsoft
will agree to extend the expiration date beyond June 30.
The information set forth in Item 6 of this Schedule 13D is hereby
incorporated by reference herein.
Except as set forth herein, neither AT&T nor, to the best of its
knowledge, any of its executive officers, directors or controlling persons has
any current plan or proposal which relates to or would result in: (i) any
acquisition by any person of additional securities of the Issuer, or any
disposition of securities of Telewest, (ii) any extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving Telewest
or any of its subsidiaries; (iii) any sale or transfer of a material amount of
assets of Telewest or any of its subsidiaries; (iv) any change in the present
board of directors or management of Telewest, including any plans or proposals
to change the number or term of directors or to fill any existing vacancies on
the board; (v) any material change in the present capitalization or dividend
policy of Telewest; (vi)
10 of 20
<PAGE>
any other material change in Telewest's business or corporate structure; (vii)
any changes in Telewest's charter, by-laws, or other instruments corresponding
thereto or other actions which may impede the acquisition of control of Telewest
by any person; (viii) any delisting from a national securities exchange or any
loss of authorization for quotation in an inter-dealer quotation system of a
registered national securities association of a class of securities of Telewest;
(ix) any termination of registration pursuant to section 12(g)(4) of the
Exchange Act of a class of equity securities of Telewest; or (x) any action
similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The information contained in Item 5 of the MediaOne Schedule 13D is
hereby amended and supplemented by adding the following information (and the
information contained in Item 6, as amended hereby, also constitutes Item 5 of
the AT&T Schedule 13D and the MediaOne Group Schedule 13D):
The information set forth in Item 4 of this Schedule 13D is hereby
incorporated by reference herein.
(a) - (b) Excluding shares of Telewest beneficially owned by Liberty
Media Corporation, a Delaware corporation ("LMC"), AT&T beneficially owns
620,795,750 Ordinary Shares and 57,312,938 Limited Voting Shares, of which
406,126,022 Ordinary Shares and all of the Limited Voting Shares are held of
record by TW Holdings, L.L.C., a Colorado limited liability company ("TW
Holdings"). TW Holdings is the record holder of an aggregate of 869,564,983
Ordinary Shares and 57,312,938 Limited Voting Shares. The Limited Voting Shares
that are owned by TW Holdings formerly were designated as Ordinary Shares and
were redesignated as Limited Voting Shares in connection with the Telewest
rights offering referred to in paragraph (c) below. Fifty percent of TW Holdings
is beneficially owned by MediaOne Subsidiaries (approximately 45.6%, or
365,740,820 Ordinary Shares and 57,312,938 Limited Voting Shares, by MediaOne UK
Cable and 4.4%, or 40,385202 Ordinary Shares, by MediaOne Cable Partnership) and
50% is beneficially owned by Liberty UK, Inc., an indirect subsidiary of LMC
("Liberty UK"). The remaining 214,669,728 Ordinary Shares beneficially owned by
AT&T are beneficially owned by MediaOne International Holdings, Inc., a wholly
owned subsidiary of MediaOne Group.
Based on information provided by Telewest, the 1,084,234,711
Ordinary Shares, which include LMC's Ordinary Shares, and 57,312,938 Limited
Voting Shares beneficially owned by the Reporting Persons, represent 37.8% of
the 2,871,324,280 Ordinary Shares and 91.7% of the Limited Voting Shares of
Telewest that were outstanding on June 23, 2000.
In addition to LMC's Ordinary Shares that are beneficially owned by
LMC through its indirect 50% interest in TW Holdings, LMC also beneficially owns
258,766,261 Ordinary Shares through Liberty Flex Holdings (as to 218,820,540
Ordinary Shares) and Liberty UK Holdings, Inc., a wholly owned subsidiary of LMC
(as to 39,946,721 Ordinary Shares), and 2,185,093 Limited Voting Shares through
Liberty UK Holdings. Although LMC is an indirect wholly owned subsidiary of
AT&T, the Board of Directors and management of LMC, manage the business and
affairs of LMC, including, but not limited to, making determinations regarding
11 of 20
<PAGE>
the disposition and voting of its Ordinary Shares and Limited Voting Shares. A
majority of LMC's Board of Directors consists of individuals designated by
Tele-Communications, Inc. ("TCI") prior to the merger of Italy Merger Corp., a
wholly owned subsidiary of AT&T, with and into TCI. If these individuals or
their designated successors cease to constitute a majority of LMC's Board of
Directors, LMC will transfer all of its assets and businesses to a new entity.
Although this new entity would be owned substantially by AT&T, it would continue
to be managed (including with respect to the voting and disposition of its
Ordinary Shares and Limited Voting Shares) by management of LMC in place prior
to such transfer of assets and businesses.
As a result, LMC, acting through its Board of Directors and
management, will have the power to determine how its Ordinary Shares and Limited
Voting Shares will be voted and, subject to the limitations of the Delware
General Corporation Law, will have the power to dispose of such Ordinary Shares
and Limited Voting Shares and, thus, LMC is considered the beneficial owner of
such shares for purposes of Section 13(d) of the Exchange Act and such Ordinary
Shares and Limited Voting Shares of LMC held outside of TW Holdings are not
included as being beneficially owned by any of the Reporting Persons.
The Limited Voting Shares are subject to the same contractual
arrangements relating to voting and disposition as previously reported in the
MediaOne Schedule 13D with respect to the Ordinary Shares.
Pursuant to the terms of the Trust Agreement, none of the Reporting
Persons has sole voting or dispositive power with respect to the Ordinary Shares
or Limited Voting Shares. Each of the Reporting Persons does, however, share
voting power and dispositive power over the Ordinary Shares and Limited Voting
Shares with the Trustee (as a result of the Trust Agreement) and with LMC (as a
result of the Revised Relationship Agreement and the Operating Agreement, each
of which was previously described in the MediaOne Schedule 13D and incorporated
herein by reference). As a result, all of the Ordinary Shares and Limited Voting
Shares beneficially owned by TW Holdings, including LMC's Ordinary Shares, as
well as the Ordinary Shares beneficially owned by MediaOne International, may be
deemed beneficially owned by each of the Reporting Persons.
The filing of this Report shall not be construed as an admission by
any Reporting Person that it is, for the purposes of Section 13(d) of the
Exchange Act, the beneficial owner of LMC's Ordinary Shares or the beneficial
owner of any other Ordinary Shares or Limited Voting Shares beneficially owned
by LMC.
To the best knowledge of AT&T, no Ordinary Shares or Limited Voting
Shares are beneficially owned by any of the persons listed in Schedule I
attached hereto, except for such beneficial ownership, if any, arising solely
from such person's capacity as an officer or director of AT&T or one of the
MediaOne Subsidiaries.
(c) To the best knowledge of AT&T, none of the Schedule I persons
has effected any transaction in Ordinary Shares or Limited Voting Shares during
the past 60 days, except as disclosed herein.
12 of 20
<PAGE>
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The information contained in Item 6 of the MediaOne Schedule 13D is
hereby amended and supplemented by adding the following information (and the
information contained in Item 6, as amended hereby, also constitutes Item 6 of
the AT&T Schedule 13D and the MediaOne Group Schedule 13D):
The information set forth in Items 4 and 5 of this Schedule 13D is
hereby incorporated by reference herein.
On May 6, 1999, AT&T and Microsoft entered into a letter agreement
(the "Letter Agreement"), which provided, in relevant part, as follows:
(b) Telewest. AT&T agrees to sell to Microsoft after the
closing under the [MediaOne] Merger Agreement, and to use
commercially reasonable efforts to cause [Old] MediaOne to sell to
Microsoft before the closing under the [MediaOne] Merger Agreement,
[Old] MediaOne's 29.9% interest in Telewest Communications plc (the
"Telewest Interest"), and Microsoft agrees to purchase the
Telewest Interest from AT&T or [Old] MediaOne, as the case may
be, at the earliest practicable time; provided that Microsoft
shall not be obligated to consummate such purchase if (i) it is
not able to obtain assignment of all material governance rights
relating to the Telewest Interest that [Old] MediaOne has on the
date hereof; (ii) the purchase of the Telewest Interest would
trigger the obligation to tender for all the shares of Telewest;
(iii) there are any provisions in the agreements governing the
entities holding in partnership a portion of the Telewest
Interest (the "Entity") that would adversely affect in any
meaningful way the business or assets of Microsoft and its
affiliates (excluding the Telewest Interest); (iv) there are any
assets in the Entity other than the Telewest Interest, the
presence of which could have a meaningful adverse effect on
Microsoft or (v) there are any material liabilities in the
Entity. If the conditions described in clauses (iv) or (v) of the
preceding sentence shall exist, and Microsoft is able to acquire
the Telewest Interest directly without acquiring the Entity on a
tax efficient basis and without requiring Microsoft to breach any
of its covenants hereunder, then such condition shall not be
applicable. The purchase and sale of the Telewest Interest shall
be (i) structured so that it will be treated as a tax free
reorganization for United States federal income tax purposes or
otherwise as a tax free exchange (unless it is not reasonably
practicable to conclude a tax free transaction with Microsoft
using its reasonable best efforts to do so and subject to the
last sentence of this paragraph (b)) and (ii) a transaction in
which 0.05 of a share (subject to customary antidilution
adjustments) of Microsoft common stock shall be delivered in
13 of 20
<PAGE>
exchange for each ordinary share (or share equivalent) of
Telewest included in the Telewest Interest. AT&T shall have
registration rights with respect to such shares of Microsoft
common stock that are reasonably comparable to the registration
rights Microsoft will have with respect to the AT&T QUIPs to be
issued to Microsoft and the AT&T common stock issuable upon
conversion thereof ("Registration Rights"). AT&T shall use
commercially reasonable efforts to (i) cause [Old] MediaOne to
consent to the arrangements described herein and to assume AT&T's
place in any purchase contract (in lieu of the condition that the
merger under the Merger Agreement shall have been consummated) and
(ii) obtain and to cause [Old] MediaOne to obtain any third party
waivers or consents (or to enter into any other instrument) with
respect to the Telewest Interest which may be required to transfer
such interest to Microsoft or its designated assignee including,
without limitation, utilizing the possibility that AT&T will not
consent to the transfer of such interest by [Old] MediaOne to a
party other than Microsoft; provided that AT&T shall be under
no obligation to withhold such consent except as expressly
provided in this Agreement. Promptly after the date hereof, AT&T
and Microsoft (and, if executed before the closing under the
[MediaOne] Merger Agreement, [Old] MediaOne) shall negotiate the
terms of a purchase agreement relating to the purchase and sale
of the Telewest Interest consistent with the provisions of Annex
2 to this Agreement. With respect to the Telewest Interest, AT&T
will obtain a letter executed by Liberty Media International,
Inc. and United Artists Programming-Europe, Inc. substantially in
the form attached as Annex 4 hereto. AT&T's failure to obtain
such a letter will not affect any obligations of Microsoft other
than in this Section 1(b). AT&T shall not provide its consent
under the [MediaOne] Merger Agreement to the sale of the Telewest
Interest at any time while the obligation to purchase and sell
the Telewest Interest hereunder shall be in effect. AT&T and
Microsoft shall each use its diligent efforts to structure, and
shall use such efforts to obtain the consent of [Old] MediaOne,
[LMC], and if necessary, Telewest to, a transaction or
transactions that would facilitate Microsoft's or its affiliates'
obtaining of all relevant existing management rights [Old]
MediaOne holds with respect to the Telewest Interest in
connection with the transfer to Microsoft or its affiliates of
the Telewest Interest.
Annex 2 provided, among other things, that the parties will use
reasonable efforts to negotiate a purchase contract on customary terms, failing
which such Annex 2 would constitute the purchase contract. Annex 2 also
provided, in relevant part, as follows:
The Purchase Contract will have customary termination provisions,
including the right of either party to terminate if the conditions
would not be able to be satisfied within 90 days after the closing
under the [MediaOne] Merger Agreement.
Pursuant to the Letter Agreement, on October 4, 1999, Old MediaOne
and
14 of 20
<PAGE>
Microsoft entered into the MediaOne Merger Agreement, to which AT&T consented.
Except as set forth in this Schedule 13D, to the knowledge of AT&T,
there are no other contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 or listed on Schedule I
hereto, and between such persons and any person with respect to any securities
of Telewest, including but not limited to, transfer or voting of any of the
securities of Telewest, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies, or a pledge or contingency the occurrence of which would
give another person voting power over the securities of Telewest.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(13) Trust Agreement, dated as of June 15, 2000, by and between AT&T, as
grantor, and U.S. Trust Company, National Association, as trustee,
together with the Annex Undertakings.
15 of 20
<PAGE>
SIGNATURES
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.
Dated: June 26, 2000
AT&T CORP.
By: /s/ Robert S. Feit
--------------------------------------
Name: Robert S. Feit
Title: Assistant Secretary
MEDIAONE GROUP, INC.
By: /s/ Robert S. Feit
--------------------------------------
Name: Robert S. Feit
Title: Assistant Secretary
MEDIAONE INTERNATIONAL HOLDINGS, INC.
By: /s/ Sean C. Lindsay
--------------------------------------
Name: Sean C. Lindsay
Title: Assistant Secretary
MEDIAONE UK CABLE, INC.
By: /s/ Sean C. Lindsay
--------------------------------------
Name: Sean C. Lindsay
Title: Assistant Secretary
MEDIAONE CABLE PARTNERSHIP, INC.
By: /s/ Sean C. Lindsay
--------------------------------------
Name: Sean C. Lindsay
Title: Assistant Secretary
16 of 20
<PAGE>
SCHEDULE I
The name and present principal occupation of each director and
executive officer of AT&T Corp. are set forth below. The business address for
each person listed below is c/o AT&T Corp., 295 North Maple Avenue, Basking
Ridge, New Jersey 07920. All executive officers and directors listed on this
Schedule I are United States citizens.
NAME TITLE
---- -----
C. Michael Armstrong Chairman of the Board and Chief Executive
Officer and Director
Kenneth T. Derr Director; Chairman of the Board, Retired of
Chevron Corporation
M. Kathryn Eickhoff Director; President of Eickhoff Economics
Incorporated
Walter Y. Elisha Director; Retired Chairman and Chief Executive
Officer of Springs Industries, Inc.
George M.C. Fisher Director; Chairman of the Board of Eastman
Kodak Company
Donald V. Fites Director; Retired Chairman of Caterpillar, Inc.
Ralph S. Larsen Director; Chairman and Chief Executive Officer
of Johnson & Johnson
John C. Malone Director; Chairman of the Board of Liberty
Media Corporation
Donald F. McHenry Director; President of IRC Group, LLC
Michael I. Sovern Director; President Emeritus and Chancellor
Kent Professor of Law at Columbia University
Sanford I. Weill Director; Chairman and Chief Executive Officer
of Citigroup Inc.
John D. Zeglis Director; Chairman and Chief Executive Officer
of AT&T Wireless Group
James W. Cicconi General Counsel and Executive Vice President -
Law & Governmental Affairs
Nicholas S. Cyprus Vice President and Controller
Mirian M. Graddick Executive Vice President - Human Resources
17 of 20
<PAGE>
Frank Ianna Executive Vice President and President, AT&T
Network Services
Richard J. Martin Executive Vice President - Public Relations and
Employee Communication
David C. Nagel President, AT&T Labs & Chief Technology Officer
Charles J. Noski Senior Executive Vice President and Chief
Financial Officer
John C. Petrillo Executive Vice President -- Corporate Strategy
and Business Development
Richard R. Roscitt Executive Vice President and President, AT&T
Business Services
Daniel E. Somers President and Chief Executive Officer of AT&T
Broadband
18 of 20
<PAGE>
SCHEDULE II
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(f)(1)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
filing agreements. The undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy
of the information concerning it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,
except to the extent that it knows or has reason to believe that such
information is inaccurate. This Agreement may be executed in any number of
counterparts and all of such counterparts taken together shall constitute one
and the same instrument.
Dated: June 26, 2000
AT&T CORP.
By: /s/ Robert S. Feit
------------------------------------
Name: Robert S. Feit
Title: Assistant Secretary
MEDIAONE GROUP, INC.
By: /s/ Robert S. Feit
------------------------------------
Name: Robert S. Feit
Title: Assistant Secretary
MEDIAONE INTERNATIONAL HOLDINGS, INC.
By: /s/ Sean C. Lindsay
------------------------------------
Name: Sean C. Lindsay
Title: Assistant Secretary
MEDIAONE UK CABLE, INC.
By: /s/ Sean C. Lindsay
------------------------------------
Name: Sean C. Lindsay
Title: Assistant Secretary
MEDIAONE CABLE PARTNERSHIP, INC.
By: /s/ Sean C. Lindsay
------------------------------------
Name: Sean C. Lindsay
Title: Assistant Secretary
19 of 20
<PAGE>
EXHIBIT INDEX
(13) Trust Agreement, dated as of June 15, 2000, by and between
AT&T, as grantor, and U.S. Trust Company, National
Association, as trustee, together with the Annex Undertakings.
20 of 20
