UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Telewest Communications plc
(Name of Issuer)
Ordinary Shares of 10p each
(Title of Class of Securities)
None**
(CUSIP Number)
Andrew A. Merdek, Esq.
Cox Enterprises, Inc.
1400 Lake Hearn Drive, Atlanta, Georgia 30319 (404) 843-5564
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 8, 1998
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box[ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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 CUSIP Number for the American Depositary Shares, each representing ten
Ordinary Shares of 10p each, is 87956P 10 5.
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).
<PAGE>
SCHEDULE 13D
CUSIP No. None (However, the CUSIP Number for the American Page 2 of 21
Depositary Shares representing the Ordinary Shares
is 87956P 10 5)
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cox U.K. Communications, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
Not Applicable
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF (See Item 4)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
Not Applicaple
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 253, 765,818
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 253, 765,818
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
253, 765,818
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
Not Applicable
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 11.8% (1)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
________________________
1/ Based on the information contained in a press release issued by Telewest
Communications plc on September 15, 1998 and filed as exhibit 99.4 to Telewest's
report on Form 8-K, dated September 1, 1998 (commission file no. 0-26840).
<PAGE>
SCHEDULE 13D
CUSIP No. None (However, the CUSIP Number for the American Page 3 of 21
Depositary Shares representing the Ordinary Shares
is 87956P 10 5)
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cox Communications International, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
Not Applicable
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF (See Item 4)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
Not Applicaple
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 253, 765,818
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 253, 765,818
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
253, 765,818
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
Not Applicable
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 11.8% (2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
________________________
2/ Based on the information contained in a press release issued by Telewest
Communications plc on September 15, 1998 and filed as exhibit 99.4 to Telewest's
report on Form 8-K, dated September 1, 1998 (commission file no. 0-26840).
<PAGE>
SCHEDULE 13D
CUSIP No. None (However, the CUSIP Number for the American Page 4 of 21
Depositary Shares representing the Ordinary Shares
is 87956P 10 5)
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cox Communications, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
Not Applicable
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
BK (See Item 4)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
Not Applicaple
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 253, 765,818
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 253, 765,818
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
253, 765,818
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
Not Applicable
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 11.8% (3)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
________________________
3/ Based on the information contained in a press release issued by Telewest
Communications plc on September 15, 1998 and filed as exhibit 99.4 to Telewest's
report on Form 8-K, dated September 1, 1998 (commission file no. 0-26840).
<PAGE>
SCHEDULE 13D
CUSIP No. None (However, the CUSIP Number for the American Page 5 of 21
Depositary Shares representing the Ordinary Shares
is 87956P 10 5)
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cox Holdings, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
Not Applicable
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF (See Item 4)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
Not Applicaple
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 253, 765,818
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 253, 765,818
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
253, 765,818
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
Not Applicable
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 11.8% (4)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
________________________
4/ Based on the information contained in a press release issued by Telewest
Communications plc on September 15, 1998 and filed as exhibit 99.4 to Telewest's
report on Form 8-K, dated September 1, 1998 (commission file no. 0-26840).
<PAGE>
SCHEDULE 13D
CUSIP No. None (However, the CUSIP Number for the American Page 6 of 21
Depositary Shares representing the Ordinary Shares
is 87956P 10 5)
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cox Enterprises, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
Not Applicable
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF (See Item 4)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
Not Applicaple
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 253, 765,818
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 253, 765,818
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
253, 765,818
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
Not Applicable
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 11.8% (5)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
________________________
5/ Based on the information contained in a press release issued by Telewest
Communications plc on September 15, 1998 and filed as exhibit 99.4 to Telewest's
report on Form 8-K, dated September 1, 1998 (commission file no. 0-26840).
<PAGE>
Schedule 13D/A Page 7 of 21
Cox U.K. Communications, L.P.
Telewest Communications plc
ITEM 1. SECURITY AND ISSUER
This statement relates to the Ordinary Shares, par value 10p each
("Ordinary Shares"), of Telewest Communications plc, a company organized and
existing under the laws of England and Wales (the "Issuer").
The address of the principal executive and business office of the Issuer
is:
Telewest Communications plc
Genesis Business Park, Albert Drive
Woking, Surrey GU21 5RW
United Kingdom
ITEM 2. IDENTITY AND BACKGROUND
The persons filing these statements are Cox U.K. Communications, L.P. ("Cox
U.K." or the "Cox Affiliate"), Cox Communications International, Inc. ("Cox
International"), Cox Communications, Inc. ("CCI"), Cox Holdings, Inc. ("CHI")
and Cox Enterprises, Inc. ("CEI") (collectively, the "Cox Entities"). Anne Cox
Chambers and Barbara Cox Anthony, who ultimately control the Cox Entities, are
filing separate statements on Schedule 13D.
All of the above entities are incorporated or organized in the State of
Delaware. The principal businesses of CEI are publishing, cable television,
broadcasting and automobile auctions. The principal business of Cox U.K. is the
operation of cable television systems. CCI is a fully integrated, diversified
media and broadband communications company with operations and investments in
three related areas: (i) U.S. broadband networks; (ii) cable television
programming; and (iii) international broadband networks. Cox International and
CHI are holding companies. The principal business and office address of the Cox
Entities is 1400 Lake Hearn Drive, Atlanta, Georgia 30319.
Cox International is the sole general partner of Cox U.K. The directors and
executive officers of Cox International, CCI, CHI and CEI (including Anne Cox
Chambers and Barbara Cox Anthony) are set forth on Schedules I through IV,
respectively. These Schedules set forth the following information with respect
to each such person:
<PAGE>
Schedule 13D/A Page 8 of 21
Cox U.K. Communications, L.P.
Telewest Communications plc
(i) name;
(ii) residence or business address; and
(iii) present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted.
During the last five years, to the best knowledge of the persons filing
this Schedule, none of the Cox Entities, any of their respective executive
officers, directors, general partners, Anne Cox Chambers or Barbara Cox Anthony
have been convicted in any criminal proceedings.
During the last five years, to the best knowledge of the persons filing
this Schedule, none of the Cox Entities, any of their respective executive
officers, directors, general partners, Anne Cox Chambers or Barbara Cox Anthony
have been a party to any civil proceeding of a judicial or administrative body
of competent jurisdiction as the result of which it, he or she was or is subject
to any 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.
All of the individuals listed in Schedules I through IV are citizens of the
United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Except as provided in the share exchange agreement among the Predecessor,
the Issuer, CCI, the Cox Affiliate, SBCC and certain affiliates of SBCC, dated
as of August 11, 1995 (the "SBCC Share Exchange Agreement"), no separate
consideration was paid in connection with the acquisition by the Cox Affiliate
of Ordinary Shares and convertible preference shares, par value 10p each, of the
Issuer (the "Preference Shares") in 1995. In addition, no consideration was paid
in connection with the acquisition of Ordinary Shares as a result of conversion
of the Preference Shares as of September 8, 1998. On September 11, 1998, the Cox
Affiliate acquired 46,373,234 Ordinary Shares from the Issuer. CCI paid the
aggregate purchase price of 42,895,277.45 British pounds (or approximately
U.S.$71,755,000 based on the "Late NY" exchange rate published in the Wall
Street Journal on September 14, 1998) with borrowings under an existing bank
credit facility. Each of the foregoing transactions is described in Item 4
below.
<PAGE>
Schedule 13D/A Page 9 of 21
Cox U.K. Communications, L.P.
Telewest Communications plc
ITEM 4. PURPOSE OF TRANSACTION
In 1995, the shareholders of the predecessor to the Issuer (the
"Predecessor") approved a merger (the "Merger") with SBC CableComms (UK)
("SBCC"), whereby the shareholders of the Predecessor and SBCC would transfer
all of their shares in those companies to the Issuer in exchange for Ordinary
Shares and, in certain cases, Preference Shares. Pursuant to the Merger and the
SBCC Share Exchange Agreement, the outstanding shares of SBCC were exchanged for
Ordinary Shares and Preference Shares, and the Cox Affiliate received 91,997,480
Ordinary Shares and 115,395,104 Preference Shares.
The foregoing description of the SBCC Share Exchange Agreement is qualified
in its entirety by reference to the SBCC Share Exchange Agreement, a copy of
which was previously filed as Exhibit 7.01 to the original Schedule 13D and is
incorporated herein by reference.
In June 1998, the Issuer conditionally offered to purchase all of the
issued ordinary shares of General Cable plc ("General Cable") for a combination
of cash and Ordinary Shares and to purchase all of the issued American
Depository Shares of General Cable for a combination of cash and American
Depositary Shares of the Issuer (the "Offer"). The Issuer announced that the
Offer became unconditional in all respects on September 1, 1998 and that it had
received valid acceptance of the Offer representing approximately 93.56% of
General Cable's issued share capital. The Issuer funded the cash portion of the
Offer with a pre-emptive issue, by way of an open offer, to its securityholders
(the "Pre-emptive Issue"). Cox U.K., Media One Group, Inc. ("Media One"), and
Tele-Communications International, Inc. ("TINTA") agreed to subscribe for their
full, pro rata entitlement in the Pre-emptive Issue and to subscribe for any
remaining shares not subscribed for by other securityholders of the Issuer. On
September 11, 1998, CCI, through the Cox Affiliate, purchased 46,373,234
Ordinary Shares pursuant to the Pre-emptive Issue.
In addition, Cox, Media One, TINTA and SBC Communications, Inc. ("SBC")
agreed to convert their respective holdings of Preference Shares into Ordinary
Shares upon the Offer becoming unconditional. The Preference Shares were
convertible into Ordinary Shares on a 1-for-1 basis for no additional
consideration, and all of the outstanding Preference Shares were converted into
Ordinary Shares as of September 8, 1998.
<PAGE>
Schedule 13D/A Page 10 of 21
Cox U.K. Communications, L.P.
Telewest Communications plc
The Cox Entities, subject to the agreements described below, are evaluating
various options to monetize all or part of the investment in the Issuer.
Although no agreement exists as to the timing or amount of any sales, the Cox
Entities may determine to sell all or a portion of the Ordinary Shares that Cox
U.K. holds at any time or from time to time. In addition, the Cox Entities may
in the future acquire additional Ordinary Shares of the Issuer through open
market purchases, private transactions or otherwise. In reaching any decisions
regarding any of the foregoing, the Cox Entities will consider various factors
including, but not limited to, the Issuer's business prospects, other
developments concerning the Issuer, other business opportunities available to
CCI and its affiliates, developments concerning CCI and its affiliates and their
businesses, and general economic and regulatory conditions.
The Cox Entities reserve the right to change their intention regarding the
investment in the Issuer's Ordinary Shares and to take actions, presently
undetermined, that could result in or relate to the items enumerated in
paragraphs (a) - (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Cox Entities beneficially own 253,765,818 Ordinary Shares, which
represents approximately 11.8% of the Issuer's outstanding Ordinary Shares
following (i) conversion of all outstanding Preference Shares, (ii) consummation
of the Pre-emptive Issue, and (iii) issuance of Ordinary Shares, including
American Depository Shares representing Ordinary Shares, to General Cable
securityholders (assuming the exercise of all outstanding General Cable options
and full acceptance of the Offer).
The above shares are directly beneficially owned by Cox U.K. The sole
general partner of Cox U.K. is Cox International, which is a wholly owned
subsidiary of CCI, which in turn is controlled by CHI, which is wholly owned by
CEI.
(b) The Cox Entities have the sole power to vote and to dispose of the
253,765,818 Ordinary Shares.
(c) On September 8, 1998, Cox U.K. converted all of its 115,395,104
Preference Shares into 115,395,104 Ordinary Shares. On September 11, 1998, Cox
U.K. purchased 46,373,234 Ordinary Shares for a purchase price of 92.5 pence per
share as part of the Pre-emptive Issue.
<PAGE>
Schedule 13D/A Page 11 of 21
Cox U.K. Communications, L.P.
Telewest Communications plc
(d) No 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 the
Ordinary Shares and Convertible Preference Shares referred to in paragraph (b)
above.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
The following contracts exist with respect to the Ordinary Shares of the
Issuer:
RELATIONSHIP AGREEMENT
The Issuer, TINTA and United Artists Programming-Europe, Inc. (the "TINTA
Affiliate"), MediaOne, MediaOne UK Cable, Inc. and MediaOne Cable Partnership
Holdings, Inc. (together, the "MediaOne Affiliates") Cox, the Cox Affiliate, SBC
and Southwestern Bell International Holdings (UK-1) Corporation (the "SBC
Affiliate") have entered into an Amended and Restated Relationship Agreement
(the "Relationship Agreement") with respect to the management of the Issuer and
the ownership, voting and disposal of their beneficial shares in the Issuer. The
Relationship Agreement became effective as of September 1, 1998, and it
supersedes the Co-Operation Agreement and the Share Dealing Agreement, each as
defined and described in the original Schedule 13D. The following summary of the
provisions of the Relationship Agreement which affect the holding or voting of
the Ordinary Shares is qualified in its entirety by reference to the
Relationship Agreement, a copy of which is incorporated by reference as Exhibit
7.06 to this Schedule 13D/A.
Voting Arrangements between the TINTA Group and the MediaOne Group
Pursuant to the Relationship Agreement, the TINTA Affiliate and the
MediaOne Affiliates have agreed that, on any matter requiring shareholder
approval, they will vote their Ordinary Shares together in such manner as may be
agreed by them or, in the absence of such agreement, will vote their Ordinary
Shares together in the manner that would most likely continue the status quo
without materially increasing the Issuer's financial obligations or materially
deviating from its approved budget and business plan. If the TINTA Affiliate or
the MediaOne Affiliates, as the case may be, have a conflict of interest in any
<PAGE>
Schedule 13D/A Page 12 of 21
Cox U.K. Communications, L.P.
Telewest Communications plc
matter, they shall abstain from voting (or the Ordinary Shares owned by TW
Holdings LLC ("TW Holdings") and attributable to them shall not be voted) and
the members of the other affiliate group may vote (or the Ordinary Shares owned
by TW Holdings shall be voted) on such matter as they deem appropriate. These
voting restrictions will lapse after December 31, 1999 if TINTA or MediaOne so
notifies the other following the disposal by the other of more than 43 million
of its Ordinary Shares other than to an Affiliate or pursuant to a Permitted
Demerger (defined as certain distributions which result in an Affiliate of the
transferor owning 80% or more of the transferor's shares in the Issuer) or with
the other's consent. As a result of these ownership and voting arrangements, the
TINTA Affiliate and the MediaOne Affiliates together generally will be able to
influence materially the outcome of any matter requiring shareholder approval
(other than one involving a special resolution), including the election or
removal of Directors, the creation and issue of further shares and the granting
of the necessary authority to the Directors to allot any unissued shares.
The Relationship Agreement also provides that for so long as either the
TINTA and its affiliates (the "TINTA Group") or the MediaOne and its affiliates
(the "MediaOne Group") holds 15% or more of the Ordinary Shares in issue
ignoring all Ordinary Shares issued pursuant to or for the purposes of share
options, the consent of the TINTA Group and/or the MediaOne Group (as
appropriate) must be obtained by the Issuer before: (a) making any material
acquisition or disposal out of the ordinary course of business including any
transaction which would qualify as a Class 2 transaction for the purposes of the
Listing Rules of the London Stock Exchange Limited or which the Board intends to
announce; (b) incurring any borrowings or indebtedness in the nature of
borrowings or granting any security interest in excess of 50 million British
pounds in aggregate (excluding borrowings under facilities in place at the date
the Relationship Agreement became unconditional and any borrowings or security
interest consented to after that date); (c) allotting or issuing shares or
securities convertible into shares or granting options other than pursuant to
the offer to acquire General Cable plc, the Pre-emptive Issue or the conversion
by the TINTA Affiliate, the Media One Affiliate, the Cox Affiliate and the SBC
Affiliate of their holdings of Preference Shares into Ordinary Shares or
pursuant to options (depending on their terms), convertibles or similar
securities granted or issued before the date of the Relationship Agreement or
with the necessary consents after the date on which the Relationship Agreement
becomes unconditional; (d) appointing or removing the chief executive officer of
the Issuer; or (e) increasing the numbers of directors holding office beyond 14.
<PAGE>
Schedule 13D/A Page 13 of 21
Cox U.K. Communications, L.P.
Telewest Communications plc
Restrictions Applicable to TINTA and MediaOne
TINTA and MediaOne have agreed amongst themselves that no transfers are
permitted by members of the TINTA Group or the MediaOne Group before December
31, 1999 other than (a) to an "Affiliate" (defined as a person controlled by,
controlling or under joint control with the relevant member of the TINTA Group
or the MediaOne Group) or (b) with the written consent of the other and approval
of the identity of the transferee and (if the transferee becomes a member of the
TINTA Group or the MediaOne Group) the transferee agreeing to adhere to the
Relationship Agreement or (c) pursuant to a Permitted Demerger.
After, December 31, 1999, any proposed transfers by a member of the
MediaOne Group or the TINTA Group will be subject to rights of first refusal in
favor of the other of TINTA or MediaOne. These provisions will not apply to (a)
transfers to an Affiliate of TINTA or MediaOne or (b) a transfer pursuant to a
Permitted Demerger, provided that any transferee which becomes a member of the
relevant group executes a deed of adherence to the Relationship Agreement.
The Relationship Agreement also contains provisions for rights of first
offer as between the MediaOne Group and the TINTA Group in the event of certain
changes of control. Where the MediaOne Group or the TINTA Group is subject to a
change of control for these purposes, the group which is unaffected by the
change of control may offer to buy the shares of the affected group (or to sell
its shares to the affected group) specifying a price at which it is prepared to
buy or sell for these purposes or to consent to the change of control. If the
unaffected group does not consent, the affected group has the right to choose
whether to buy or sell at that price.
Restrictions Applicable to SBC and Cox
Any transfers by SBC and its affiliates (the "SBC Group") or CCI and its
affiliates (the "Cox Group") are subject to rights of first offer in favor of
MediaOne and TINTA other than in respect of: (a) "Public Transfers" (defined in
the Relationship Agreement as a transfer of shares through a brokerage
transaction effected on a national securities exchange, Nasdaq or the London
Stock Exchange, including a private transfer to a broker in anticipation of such
a transfer); (b) transfers where the shares remain controlled by the transferor;
(c) transfers between members of the same shareholder group or from a
shareholder in one group to a shareholder in the other, provided the transferee
executes a deed of adherence to the Relationship Agreement; or (d) transfers
following a general takeover offer for the Issuer (whether by a third party or
by SBC or CCI).
<PAGE>
Schedule 13D/A Page 14 of 21
Cox U.K. Communications, L.P.
Telewest Communications plc
Pre-emptive Rights
In addition to the statutory pre-emptive provisions provided under the
Companies Act 1985 (as amended), the Issuer has agreed pursuant to the
Relationship Agreement that the TINTA Group, the MediaOne Group and the Cox
Group will have the right to maintain a certain level of interest in the Issuer
going forward.
For so long as TW Holdings and/or the MediaOne Group and the TINTA Group
control 50.1% or more of the voting rights in the Issuer they will have the
right, on a dilative issue of shares, to require the Issuer to issue sufficient
Ordinary Shares to them to enable them to maintain their interest at 50.1% or
more on a fully diluted basis.
Otherwise, and for so long as the MediaOne Group or the TINTA Group
individually hold 15% or more of the Ordinary Shares ignoring Ordinary Shares
issued pursuant to or for the purposes of share options, they will have the
right to be notified of any issue of shares and (other than in the case of a
rights issue by the Issuer) to increase their holdings in the Issuer to enable
them to maintain their interest at 15% of the fully diluted Ordinary Shares. The
Cox Group has equivalent rights (as well as each of the MediaOne Group and the
TINTA Group if their respective shareholdings fall below 15%) to maintain their
interest at 7.5% of the fully diluted Ordinary Shares for so long as it holds at
least 7.5% of the Ordinary Shares in issue (ignoring Ordinary Shares issued
pursuant to or for the purpose of share options.)
These rights entitle the relevant shareholder group to purchase (at the
time of the dilutive issue) additional newly issued Ordinary Shares for cash at
a purchase price per share based on the average of the prices quoted on the
London Stock Exchange for the ten days ending on the day preceding the day on
which the right is exercised.
The Issuer also has a general obligation to use its best efforts to ensure
that any issue of shares is done in a manner that provides each shareholder
group, regardless of their then current shareholding in the Issuer, with an
opportunity to acquire additional Ordinary Shares to enable them to maintain
their percentage of ownership.
<PAGE>
Schedule 13D/A Page 15 of 21
Cox U.K. Communications, L.P.
Telewest Communications plc
APPOINTMENT OF DIRECTORS
The Issuer's Articles of Association, as amended, provide that each of the
Cox Group, the SBC Group and Vivendi S.A. ("Vivendi") and its affiliates (the
"Vivendi Group") has the right to appoint one director to the Issuer's board of
directors for so long as the members of such group holds 7.5% of the outstanding
Ordinary Shares or, following a dilutive issuance, 5% or more of the Ordinary
Shares, provided that immediately before such dilutive issuance the TINTA Group,
the MediaOne Group, the SBC Group, the Cox Group or the Vivendi Group held 7.5%
or more of the outstanding Ordinary Shares. In addition, each committee of the
Issuer's board of directors must include at least one director designated by
TINTA and one director designated by MediaOne, and a majority of the members of
each such committee shall be independent of TINTA and MediaOne.
REGISTRATION RIGHTS
The Issuer has agreed that the TINTA Affiliate, the MediaOne Affiliates,
the SBC Affiliate, the Cox Affiliate and Vivendi will have the right, subject to
certain limited exceptions, to require the Issuer to include all or any portion
of their Ordinary Shares in any registered offering by the Issuer of Ordinary
Shares under the Securities Act or in a public offering under UK law. In
addition, the TINTA Affiliate, the MediaOne Affiliates, the SBC Affiliate, the
Cox Affiliate and Vivendi will have the right to cause the Issuer on up to ten
separate occasions (two exercisable by each of the TINTA Affiliate, the MediaOne
Affiliates, the SBC Affiliate, the Cox Affiliate and Vivendi) to offer all or
any part of their Ordinary Shares for sale in a registered offering under the
Securities Act or in a public offering under UK law.
The foregoing summary of the Registration Rights Agreement is qualified in
its entirety by reference to the Registration Rights Agreement, a copy of which
is incorporated by reference as Exhibit 7.07 to this Schedule 13D/A.
<PAGE>
Schedule 13D/A Page 16 of 21
Cox U.K. Communications, L.P.
Telewest Communications plc
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The SBCC Share Exchange Agreement, the Registration Rights Agreement, the
Co- Operation Agreement, the Share Dealing Agreement and a Joint Filing
Agreement were previously filed as Exhibits 7.01, 7.02, 7.03, 7.04 and 7.05,
respectively, to the original Schedule 13D.
Exhibit 7.06 Amended and Restated Relationship Agreement by and among the
Issuer, the MediaOne Affiliates, TINTA, the TINTA Affiliate,
CCI, the Cox Affiliate, SBC International, Inc. and the SBC
Affiliate. (incorporated by reference to exhibit 10.55 of
the Registration Statement on Form S-4 of Telewest
Communications plc, Commission file no. 333-50201)
Exhibit 7.07 Amendment No. 1 to the Registration Rights Agreement, by and
among the Issuer, the TINTA Affiliate, the MediaOne
Affiliates, the SBC Affiliate, Southwestern Bell
International Holdings(UK-2) Corporation, the Cox Affiliate,
GUHL and Vivendi.(incorporated by reference to exhibit 10.56
of the Registration Statement on Form S-4 of Telewest
Communications plc, Commission file no. 333-50201)
<PAGE>
Schedule 13D/A Page 17 of 21
Cox U.K. Communications, L.P.
Telewest Communications plc
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.
COX U.K. COMMUNICATIONS, L.P.
By: COX COMMUNICATIONS INTERNATIONAL,
INC., general partner
September 28, 1998 By: /s/ Andrew A Merdek
------------------------- ------------------------
Date Andrew A. Merdek
Secretary
<PAGE>
Schedule 13D/A Page 18 of 21
Cox U.K. Communications, L.P.
Telewest Communications plc
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.
COX COMMUNICATIONS INTERNATIONAL,
INC.
September 28, 1998 By: /s/ Andrew A Merdek
------------------------- ------------------------
Date Andrew A. Merdek
Secretary
<PAGE>
Schedule 13D/A Page 19 of 21
Cox U.K. Communications, L.P.
Telewest Communications plc
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.
COX COMMUNICATIONS, INC.
September 28, 1998 By: /s/ Andrew A Merdek
------------------------- ------------------------
Date Andrew A. Merdek
Secretary
<PAGE>
Schedule 13D/A Page 20 of 21
Cox U.K. Communications, L.P.
Telewest Communications plc
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.
COX HOLDINGS, INC.
September 28, 1998 By: /s/ Andrew A Merdek
------------------------- ------------------------
Date Andrew A. Merdek
Secretary
<PAGE>
Schedule 13D/A Page 21 of 21
Cox U.K. Communications, L.P.
Telewest Communications plc
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.
COX ENTERPRISES, INC.
September 28, 1998 By: /s/ Andrew A Merdek
------------------------- ------------------------
Date Andrew A. Merdek
Secretary
<PAGE>
Schedule 13D/A
Cox U.K. Communications, L.P.
Telewest Communications plc
Page 1 of 1
SCHEDULE I
Cox Communications International, Inc.
Executive Officers and Directors
<TABLE>
<CAPTION>
Name Position Principal Occupation Business Address
- --------------------- --------------- -------------------------- ---------------------
<S> <C> <C> <C>
James O. Robbins* President & President & Chief Executive Cox Communications, Inc.
Chief Officer 1400 Lake Hearn Dr., NE
Executive Atlanta , GA 30319
Officer
Jimmy W. Hayes* Senior Vice Senior Vice President Finance & Cox Communications, Inc.
President Chief Financial Officer 1400 Lake Hearn Dr., NE
Finance & Atlanta , GA 30319
CFO
Preston B. Barnett Vice President Vice President Cox Communications, Inc.
1400 Lake Hearn Dr., NE
Atlanta , GA 30319
Andrew A. Merdek Secretary Vice President Legal Affairs & Cox Enterprises, Inc.
Corporate Secretary 1400 Lake Hearn Dr., NE
Atlanta , GA 30319
Dallas Clement Treasurer Treasurer Cox Communications, Inc.
1400 Lake Hearn Dr., NE
Atlanta , GA 30319
James A. Hatcher* Director Director Cox Communications, Inc.
1400 Lake Hearn Dr., NE
Atlanta , GA 30319
</TABLE>
*Also a Director
<PAGE>
Schedule 13D/A
Cox U.K. Communications, L.P.
Telewest Communications plc Page 1 of 2
SCHEDULE II
Cox Communications, Inc.
Executive Officers and Directors
<TABLE>
<CAPTION>
Name Position Principal Occupation Business Address
- -------------------- ----------------- ----------------------- ----------------------
<S> <C> <C> <C>
James C. Kennedy * Chairman Chairman & Cox Enterprises, Inc.
Chief Executive Officer 1400 Lake Hearn Dr., NE
Atlanta , GA 30319
James O. Robbins* President & President & Chief Executive Cox Communications, Inc.
Chief Executive Officer 1400 Lake Hearn Dr., NE
Officer Atlanta , GA 30319
Ajit M. Dalvi Senior Vice Senior Vice President Cox Communications, Inc.
President Programming & Strategy 1400 Lake Hearn Dr., NE
Programming & Atlanta , GA 30319
Strategy
Alex B. Best Senior Vice Senior Vice President Cox Communications, Inc.
President Engineering 1400 Lake Hearn Dr., NE
Engineering Atlanta , GA 30319
David M. Woodrow Senior Vice Senior Vice President Cox Communications, Inc.
President New Business Development 1400 Lake Hearn Dr., NE
New Business Atlanta , GA 30319
Development
Jimmy W. Hayes Senior Vice Senior Vice President Finance & Cox Communications, Inc.
President Chief Financial Officer 1400 Lake Hearn Dr., NE
Finance & CFO Atlanta , GA 30319
James A. Hatcher Vice President Vice President Legal & Cox Communications, Inc.
Legal & Regulatory Affairs 1400 Lake Hearn Dr., NE
Regulatory Atlanta , GA 30319
Affairs
John M. Dyer Vice President Vice President Accounting & Cox Communications, Inc.
Accounting & Financial Planning 1400 Lake Hearn Dr., NE
Financial Atlanta , GA 30319
Planning
Margaret A. Bellville Vice President Vice President Operations Cox Communications, Inc.
Operations 1400 Lake Hearn Dr., NE
Atlanta , GA 30319
</TABLE>
<PAGE>
Schedule 13D/A
Cox U.K. Communications, L.P.
Telewest Communications plc Page 2 of 2
<TABLE>
<CAPTION>
Name Position Principal Occupation Business Address
- -------------------- ----------------- ----------------------- ----------------------
<S> <C> <C> <C>
Jayson R. Juraska Vice President Vice President Operations Cox Communications, Inc.
Operations 1400 Lake Hearn Dr., NE
Atlanta , GA 30319
Claus F. Kroeger Vice President Vice President Operations Cox Communications, Inc.
Operations 1400 Lake Hearn Dr., NE
Atlanta , GA 30319
Janet Morrison Clarke Director Managing Director Global Citibank
Database Marketing One Court Square
Citibank 40th Floor
Long Island, NY 11220
John R. Dillon Director Managing Director Cravey, Green & Wahlen
Cravey, Green & Wahlen 12 Piedmont Center, Suite 210
Atlanta, GA 30305
David E. Easterly Director President & Chief Operating Cox Enterprises, Inc.
Officer 1400 Lake Hearn Dr., NE
Atlanta , GA 30319
Robert F. Erburu Director Chairman of the Board (retired) The Times Mirror Company
The Times Mirror Company 220 W. 1st Street
Los Angeles, CA 90012
Andrew J. Young Director Co-Chairman Good Works International
Good Works International Suntrust Plaza, Ste. 4800
303 Peachtree Street, NE
Atlanta, GA 30308
</TABLE>
*Also a Director
<PAGE>
Schedule 13D/A
Cox U.K. Communications, L.P.
Telewest Communications plc Page 1 of 1
SCHEDULE III
Cox Holdings, Inc.
Executive Officers and Directors
<TABLE>
<CAPTION>
Name Position Principal Occupation Business Address
- -------------------- ----------------- ----------------------- ----------------------
<S> <C> <C> <C>
David E. Easterly* President President & Chief Operating Cox Enterprises, Inc.
Officer 1400 Lake Hearn Dr., NE
Atlanta , GA 30319
Preston B. Barnett Vice President Vice President Tax Cox Enterprises, Inc.
1400 Lake Hearn Dr., NE
Atlanta , GA 30319
Dean H. Eisner* Vice President Vice President Business Cox Enterprises, Inc.
Development and Planning 1400 Lake Hearn Dr., NE
Atlanta , GA 30319
William L. Killen, Jr. Vice President Vice President New Media Cox Enterprises, Inc.
1400 Lake Hearn Dr., NE
Atlanta , GA 30319
Andrew A. Merdek* Vice President Vice President Legal Affairs & Cox Enterprises, Inc.
& Corporate Corporate Secretary 1400 Lake Hearn Dr., NE
Secretary Atlanta , GA 30319
Richard J. Jacobson Treasurer Vice President & Treasurer Cox Enterprises, Inc.
1400 Lake Hearn Dr., NE
Atlanta , GA 30319
</TABLE>
*Also a Director
<PAGE>
Schedule 13D/A
Cox U.K. Communications, L.P.
Telewest Communications plc Page 1 of 2
SCHEDULE IV
Cox Enterprises, Inc.
Executive Officers and Directors
<TABLE>
<CAPTION>
Name Position Principal Occupation Business Address
- -------------------- ----------------- ----------------------- ----------------------
<S> <C> <C> <C>
James C. Kennedy * Chairman & Chairman & Cox Enterprises, Inc.
Chief Executive Chief Executive Officer 1400 Lake Hearn Dr., NE
Officer Atlanta , GA 30319
David E. Easterly* President & Chief President & Chief Operating Cox Enterprises, Inc.
Operating Officer Officer 1400 Lake Hearn Dr., NE
Atlanta , GA 30319
Robert C. O'Leary* Senior Vice Senior Vice President Chief Cox Enterprises, Inc.
President & Chief Financial Officer 1400 Lake Hearn Dr., NE
Financial Officer Atlanta , GA 30319
Timothy W. Hughes Senior Vice Senior Vice President Cox Enterprises, Inc.
President Administration 1400 Lake Hearn Dr., NE
Administration Atlanta , GA 30319
Barbara C. Anthony* Vice President Chairman, Dayton Newspapers Cox Enterprises, Inc.
1400 Lake Hearn Dr., NE
Atlanta , GA 30319
Anne C. Chambers* Vice President Chairman, Atlanta Newspapers Cox Enterprises, Inc.
1400 Lake Hearn Dr., NE
Atlanta , GA 30319
Scott A. Hatfield Vice President & Vice President & Chief Cox Enterprises, Inc.
Chief Information Information Officer 1400 Lake Hearn Dr., NE
Officer Atlanta , GA 30319
Marybeth Leamer Vice President Vice President Human Cox Enterprises, Inc.
Human Resources Resources 1400 Lake Hearn Dr., NE
Atlanta , GA 30319
</TABLE>
<PAGE>
Schedule 13D/A
Cox U.K. Communications, L.P.
Telewest Communications plc Page 2 of 2
<TABLE>
<CAPTION>
Name Position Principal Occupation Business Address
- -------------------- ----------------- ----------------------- ----------------------
<S> <C> <C> <C>
Andrew A. Merdek Vice President Vice President Legal Affairs & Cox Enterprises, Inc.
Legal Affairs & Corporate Secretary 1400 Lake Hearn Dr., NE
Corporate Atlanta , GA 30319
Secretary
Alexander V. Vice President Vice President Public Policy Cox Enterprises, Inc.
Netchvolodoff Public Policy 1400 Lake Hearn Dr., NE
Atlanta , GA 30319
Richard J. Jacobson Vice President & Vice President & Treasurer Cox Enterprises, Inc.
Treasurer 1400 Lake Hearn Dr., NE
Atlanta , GA 30319
Preston B. Barnett Vice President Vice President Tax Cox Enterprises, Inc.
Tax 1400 Lake Hearn Dr., NE
Atlanta , GA 30319
William L. Killen, Jr. Vice President Vice President New Media Cox Enterprises, Inc.
New Media 1400 Lake Hearn Dr., NE
Atlanta , GA 30319
Dean H. Eisner Vice President Vice President Business Cox Enterprises, Inc.
Business Development and Planning 1400 Lake Hearn Dr., NE
Development and Atlanta , GA 30319
Planning
Michael J. Vice President Vice President Materials Cox Enterprises, Inc.
Mannheimer Materials Management 1400 Lake Hearn Dr., NE
Management Atlanta , GA 30319
Arthur M. Blank Director President and Chief Executive The Home Depot, Inc.
Officer The Home Depot, Inc. One Paces West
2727 Paces Ferry Road, NW
Atlanta, GA 30339
Thomas O. Cordy Director President, Chief Executive The Maxxis Group, Inc.
Officer 1901 Montreal Road, Ste. 108
The Maxxis Group, Inc. Tucker, GA 30084
Carl R. Gross Director Retired Senior Vice President Cox Enterprises, Inc.
and Chief Administrative 1400 Lake Hearn Dr., NE
Officer Atlanta, GA 30319
Ben F. Love Director Director Chase Bank of Texas
Chase Bank of Texas 600 Travis Street, 18 TCT 318
Houston, TX 77252-2558
Paul J. Rizzo Director Vice Chairman (retired 1/1/95) Franklin Street Partners
of IBM Corporation 6330 Quadrangle Drive
Ste. 200
Chapel Hill, NC 27514
</TABLE>
* Also a Director
