UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Telewest Communications plc
(Name of Issuer)
Ordinary Shares of 10 pence 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)
January 15, 1999
(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 10 pence 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 16
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*
Not Applicable
- --------------------------------------------------------------------------------
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 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
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)
0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. None (However, the CUSIP Number for the American Page 3 of 16
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*
Not Applicable
- --------------------------------------------------------------------------------
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 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
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)
0
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. None (However, the CUSIP Number for the American Page 4 of 16
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*
Not Applicable
- --------------------------------------------------------------------------------
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 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
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)
0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. None (However, the CUSIP Number for the American Page 5 of 16
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*
Not Applicable
- --------------------------------------------------------------------------------
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 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
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)
0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. None (However, the CUSIP Number for the American Page 6 of 16
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*
Not Applicable
- --------------------------------------------------------------------------------
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 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
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)
0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
<PAGE>
Schedule 13D/A Page 7 of 16
Cox U.K. Communications, L.P.
Telewest Communications plc
ITEM 1. SECURITY AND ISSUER
This statement relates to the Ordinary Shares, par value 10 pence 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 amended statements on Schedule 13D are Cox U.K.
Communications, L.P. ("Cox U.K."), 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:
(i) name;
(ii) residence or business address; and
<PAGE>
Schedule 13D/A Page 8 of 16
Cox U.K. Communications, L.P.
Telewest Communications plc
(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
As of the date of the event requiring the filing of this amended Schedule
13D, the Cox Entities transferred 253,765,818 Ordinary Shares of the Issuer (the
"Shares") to Dresdner Kleinwort Benson North America LLC ("DKB"), a Delaware
corporation, in its capacity as agent for Kleinwort Benson Securities Limited
("KBSL"), a company registered in the United Kingdom, in exchange for cash
consideration.
The Cox Entities transferred the Shares on January 15, 1999, pursuant to
the Purchase Agreement, dated January 6, 1999 (the "Purchase Agreement"),
between Cox U.K. and DKB, for total consideration of 444,724,596.05 British
pounds. A copy of the Purchase Agreement is being filed as Exhibit 7.08 to this
amended Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
As disclosed in Amendment No. 1 to this Schedule 13D, dated September 8,
1998 and filed September 28, 1998, ("Amendment No. 1") the Cox Entities were
evaluating various options to monetize their investment in the Issuer. As a
result of the transaction
<PAGE>
Schedule 13D/A Page 9 of 16
Cox U.K. Communications, L.P.
Telewest Communications plc
described in Item 3 above, the Cox Entities were successful in monetizing their
entire investment on acceptable terms.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of Ordinary Shares which the Cox Entities
transferred is 253,765,818. This represents approximately 11.8% of the Issuer's
outstanding Ordinary Shares (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 (SEC file
no. 0-26840)).
To the best of the Cox Entities' knowledge, none of the Cox Entities
beneficially owns any Ordinary Shares of Telewest.
(b) The Cox Entities do not possess any voting or dispositive rights with
respect to the Shares.
(c) Except as described in Item 3 above, there are not known to have been
any transactions in the Ordinary Shares that were effected during the past 60
days by any of the Cox Entities.
(d) Following the transaction described in Item 3 above, KBSL had the right
to receive and the power to direct the receipt of dividends from, or the
proceeds from the sale of the Shares.
(e) On January 15, 1999, the Cox Entities ceased to be the beneficial
owners of more than five percent of the Ordinary Shares.
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, Cox U.K., SBC and
Southwestern Bell International Holdings (UK-1) Corporation (the "SBC
Affiliate") entered into an
<PAGE>
Schedule 13D/A Page 10 of 16
Cox U.K. Communications, L.P.
Telewest Communications plc
Amended and Restated Relationship Agreement, dated April 15, 1998 (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 supersedes the Co-Operation Agreement and the Share
Dealing Agreement, each as defined and described in the original Schedule 13D. A
summary of certain provisions of the Relationship Agreement which affect the
holding or voting of the Ordinary Shares is contained in Amendment No. 1, and
such summary is incorporated herein by this reference.
The rights and obligations of the Cox Entities under the Relationship
Agreement did not transfer with the transaction described in Item 3 above.
APPOINTMENT OF DIRECTORS
The Issuer's Articles of Association, as amended, provide that the Cox
Group has the right to appoint one director to the Issuer's board of directors
for so long as the members of the Cox Group hold 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 Cox Group
held 7.5% or more of the outstanding Ordinary Shares.
As a result of the transaction described in Item 3 above, the Cox Entities
no longer have the right to appoint a director to the Issuer's board of
directors because they hold less than the requisite number of Ordinary Shares.
Accordingly, the designee of the Cox Entities no longer serves as member of the
Issuer's board of directors.
REGISTRATION RIGHTS
The Issuer has agreed that the TINTA Affiliate, the MediaOne Affiliates,
the SBC Affiliate, the Cox Affiliate and Vivendi S.A. 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 Cox Entities did not assign or transfer their registration rights in
connection with the transaction described in Item 3 above and, therefore, the
Shares are no longer covered by such rights.
<PAGE>
Schedule 13D/A Page 11 of 16
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. The Relationship Agreement and the Issuer's
Articles of Association were incorporated by reference to exhibits 10.55 and
10.56, respectively, of the Issuer's Registration Statement on Form S-4 (SEC
file no. 333-50201) and thereby deemed filed as Exhibits 7.06 and 7.07,
respectively, to Amendment No. 1.
7.08 Purchase Agreement, dated January 6, 1999, between Cox U.K. and
DKB.
<PAGE>
Schedule 13D/A Page 12 of 16
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
February 5, 1999 By: /s/ Andrew A Merdek
------------------------- ------------------------
Date Andrew A. Merdek
Secretary
<PAGE>
Schedule 13D/A Page 13 of 16
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.
February 5, 1999 By: /s/ Andrew A Merdek
------------------------- ------------------------
Date Andrew A. Merdek
Secretary
<PAGE>
Schedule 13D/A Page 14 of 16
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.
February 5, 1999 By: /s/ Andrew A Merdek
------------------------- ------------------------
Date Andrew A. Merdek
Secretary
<PAGE>
Schedule 13D/A Page 15 of 16
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.
February 5, 1999 By: /s/ Andrew A Merdek
------------------------- ------------------------
Date Andrew A. Merdek
Secretary
<PAGE>
Schedule 13D/A Page 16 of 16
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.
February 5, 1999 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
- 1 -
PURCHASE AGREEMENT, made as of the 6th day of January, 1999 (this "Agreement")
BETWEEN
1. The Seller listed in Annex I hereto (the "Vendor"), whose address is
listed in Annex I, and
2. Dresdner Kleinwort Benson North America LLC, a company registered in
Delaware and having its registered office at 75 Wall Street, New York,
New York 10005-2889, United States, in its capacity as agent for
Kleinwort Benson Securities Limited, a company registered in the
United Kingdom having its registered office at 20 Fenchurch Street,
London EC3P 3DB (the "Purchaser").
WHEREAS
The Vendor desires to sell to the Purchaser, and the Purchaser, subject to the
terms and conditions set out in this Agreement, desires to purchase from the
Vendor, an aggregate of 253,765,818 ordinary shares, par value 10 pence per
share (the "Sale Shares") of Telewest Communications Plc (the "Company"), a
company incorporated in the United Kingdom and having its principal executive
office at Genesis Business Park, Albert Drive, Woking, Surrey, GU21 5RW, at a
price per Sale Share as set forth below and otherwise on the terms set out in
this Agreement;
NOW IT IS HEREBY AGREED as follows:
1. On and subject to the terms and conditions of this Agreement, the Vendor,as
beneficial owner, hereby agrees to sell, to the Purchaser the number of
Sale Shares listed by its name in Annex I hereto, and the Purchaser agrees
to purchase such Sale Shares, which Sale Shares shall rank pari passu in
all respects with all other issued ordinary shares, par value 10 pence per
share, of the Company, as the case may be, at the purchase price set out
below and free from all pledges, liens, security interest or other
encumbrances, and with all rights attaching thereto, including, for the
avoidance of doubt; any dividends, distributions, and other rights
hereafter declared, made or paid in respect thereof. The time and date of
such sale and purchase shall be 10 a.m., London time, on January 15, 1999,
or at such other time and date as the Vendor and the Purchaser may agree
upon in writing. Such date is herein called the "Settlement Day".
2. (A) The Vendor shall, or shall direct its representative to, instruct the
Company's register holder to instruct its custodian or other
settlement agent to release the Sale Shares in certificated form to
Kleinwort Benson Securities, together with an executed CREST Transfer
Form and any other supporting documentation which might be required by
the registrar in order to make good delivery of the Sale
<PAGE>
- 2 -
Shares as soon as possible, but in any event so as to be received by
Kleinwort Benson Securities no later than 5:00 p.m. London time on
January 12, 1999;
(B) Against performance of the obligations referred to in sub-clause (A)
above (or such other arrangements, which may include escrow or other
safekeeping arrangements satisfactory to the Vendor and the Purchaser
to ensure that the Purchaser receives, on the Settlement Day, the Sale
Shares free of any pledge, lien, security interest or other
encumbrance of any kind), the Purchaser shall; on the Settlement Day,
transfer to the Vendor by wire transfer to an account of the Vendor or
an affiliate of the Vendor at National Westminster Bank, in accordance
with instructions received from the Vendor, the purchase price for the
Sale Shares sold by the Vendor hereunder.
3. The purchase price per share to be paid by the Purchaser for the Sale
Shares on Settlement Day shall be 175.25 pence per Sale Share, for an
aggregate of 444,724,596.05 British pounds for all of the Sale Shares.
4. (A) The Vendor undertakes, at its own expense, to execute all such
documents and do all such acts and things as the Purchaser or its
assignee may reasonably require in order to give effect to the terms
of this Agreement and to enable the sale and purchase of the Sale
Shares to be carried out and given full force and effect.
(B) The Purchaser undertakes at its own expenses, to execute all such
documents and do all acts and things as the Vendor or its assignee may
reasonably require in order to give effect to the terms of this
Agreement and to enable the sale and purchase of the Sale Shares to be
carried out and given full force and effect.
(C) Except as provided in sub-clauses 4(A) and 4(B) hereof, each party
hereto shall bear its own fees, disbursements, costs and expenses
incident to the performance of its respective obligations hereunder.
5. (A) The Vendor hereby makes to the Purchaser the representations,
warranties and undertakings set forth in Annex II hereto as of the
date hereof and as of the Settlement Day.
(B) The Vendor shall notify the Purchaser forthwith if on or prior to the
Settlement Day it comes to the Vendor's knowledge that any of the
representations, warranties, undertakings or agreements set out in
Annex II hereto ceases to be true and accurate in all material
respects or becomes misleading in any material respect or that there
has been any material breach of any of such representations,
warranties, undertakings or agreements.
<PAGE>
- 3 -
(C) The Purchaser makes to the Vendor the representations, warranties and
undertakings set forth in Annex III hereto as of the date hereof and
as of the Settlement Day.
6. The obligations of the Purchaser hereunder are subject, in its discretion,
to the conditions that:
(A) prior to the Settlement Day, there shall not have occurred any change,
or any development involving a prospective change, in the condition,
financial or otherwise, or in the earnings, business or operations of
the Company and its subsidiaries, taken as a whole, from that set
forth in the Company's most recent annual report or subsequent
information releases issued prior to the Settlement Day that, is
material and adverse to the Company and that makes it, in the
reasonable judgment of the Purchaser, impracticable to conduct the
placement of the Sale Shares in the manner contemplated herein.
(B) all representations and warranties and other statements of the Vendor
herein are, at and as of the Settlement Day, true and correct in all
material respects;
(C) the Vendor is in compliance with all material contracts to which it is
a party, and there does not exist any event or condition upon
consummation of the sale by the Vendor of the Sale Shares as
contemplated by this Agreement, which, upon the giving of notice or
the lapse of time or both, would (i) constitute a default or event of
default under, or (ii) entitle any other party thereto to accelerate,
renegotiate or terminate, or receive any payment under, any such
material contract; and
(D) all of the Sale Shares shall have been delivered to the Purchaser in
accordance with sub-clause 2(A) hereof.
The Purchaser in its sole discretion may waive any of the foregoing
conditions.
7. The obligations of the Vendor hereunder are subject, in its discretion, to
the following conditions:
(A) all representations and warranties and other statements of the
Purchaser herein are, at and as of the Settlement Day, true and
correct in all material respects; and
(B) the full purchase price shall have been delivered to the Vendor in
accordance with sub-clause 2(B) hereof.
The Vendor in its sole discretion may waive any of the foregoing conditions.
<PAGE>
- 4 -
8. (A) The Vendor shall indemnify and hold harmless the Purchaser against any
losses, claims, damages or liabilities to which the Purchaser may
become subject insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) relate to or arise out of any breach
or alleged breach of the Vendor's representations and warranties,
covenants or other undertakings in this Agreement; and the Vendor
shall reimburse the Purchaser for any duly itemised legal or other
expenses (including counsel's fees) reasonably incurred by the
Purchaser in connection with investigating any such action or claim as
such expenses are incurred.
(B) The obligations of the Vendor under this Paragraph 8 shall be in
addition to any liability which the Vendor may otherwise have and
shall extend, upon the same terms and conditions, to the partners,
managing directors, officers, employees and controlling persons within
the meaning of the United States Securities Act of 1933, as amended
(the "Securities Act"), if any, as the case may be, of the Purchaser
and each of its affiliates within the meaning of the Securities Act
(and shall include the partners of any such affiliate).
(C) The obligations of the Vendor set forth in this Paragraph 8 shall
survive termination of this Agreement.
9. The respective indemnities, agreements, representations, warranties and
other statements of the Vendor and the Purchaser, as set forth in this
Agreement or made by or on behalf of them, respectively, pursuant to this
Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on
behalf of the Purchaser, or any controlling person of the Purchaser, or the
Vendor or any officer or director or any controlling person of the Vendor,
and shall survive delivery of and payment for the Sale Shares.
10. All statements, requests, notices and agreements hereunder shall be in
writing and shall be delivered or sent by mail, telex or facsimile
transmission, if to the Vendor as noted on Annex I, and if to the
Purchaser, to:
Dresdner Kleinwort Benson North America LLC
75 Wall Street
New York
New York 10005-2889
United States
Attention: Jerome Pilpel
Telephone: 212-429-3265
Facsimile: 212-583-3615
<PAGE>
- 5 -
Any notices to the Vendor as set forth in Annex I will be copied to:
Dow, Lohnes & Albertson, PLLC
1200 New Hampshire Avenue, N.W.
Suite 800
Washington, D.C. 20036-6802
United States
Attention: Stuart A. Sheldon
Telephone: 202-776-2527
Facsimile: 202-776-2222
Any such statements, requests, notices or agreements shall take effect upon
receipt thereof.
11. This Agreement shall be binding upon, and inure solely to the benefit of,
the Purchaser and the Vendor and, to the extent provided in Paragraphs 8
and 9 hereof, any partners, managing directors, directors, officers,
employees and controlling persons of the Vendor or the Purchaser, or any
affiliates of the Vendor or the Purchaser (including the partners of such
affiliate), and their respective heirs, executors, administrators,
successors and assigns, and no other person shall acquire or have any right
under or by virtue of this Agreement. Time shall be of the essence in this
Agreement.
12. This Agreement will be governed and construed in accordance with the law of
the State of New York. The New York State and US federal courts will have
jurisdiction in relation to this Agreement.
13. This Agreement may be signed in any number of counterparts and via
facsimile, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
IN WITNESS THEREOF this Agreement has been duly executed as of the day and year
first before written.
COX UK COMMUNICATIONS LP
By: Cox Communications International, Inc. as general partner
By: /s/ Dallas S. Clement
Name: Dallas S. Clement
Title: Treasurer
<PAGE>
- 6 -
DRESDNER KLEINWORT BENSON NORTH AMERICA LLC
As Agent for Kleinwort Benson Securities Limited
By: /s/ Xavier Rolet
Name: Xavier Rolet
Title: Director
<PAGE>
- 7 -
ANNEX I
Vendor Number of Sale Shares
Cox UK Communications LP 253,765,818
c/o The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
United States
<PAGE>
- 8 -
ANNEX II
Representations, Warranties and Undertakings of the Vendor
The Vendor hereby represents, warrants and undertakes to the Purchaser, that:
A. It has full power under its constitutive documents and applicable law, and
all authorizations, approvals, consents and licenses required by it have
been unconditionally obtained and are in full force and effect, to permit
it to enter into and perform this Agreement and any powers of attorney
appointing an attorney to act for the Vendor; the execution and delivery by
such Vendor of, and the performance by the Vendor of, this Agreement will
not contravene any agreement or other instrument binding upon the Vendor,
except for such contraventions that individually or in the aggregate would
not have a material adverse effect on the Vendor; and this Agreement has
been duly authorized, executed and delivered by the Vendor and is a valid
and binding agreement of the Vendor enforceable in accordance with its
terms, subject to applicable bankruptcy, reorganization, insolvency,
moratorium or similar laws affecting creditors' rights generally and except
as the availability of remedies may be limited by equitable principles of
general applicability;
B. The Sale Shares have been duly and validly authorized and issued and are
fully paid and non-assessable and rank pari passu in all respects with the
other ordinary shares of the Company; no person has any conflicting right,
contingent or otherwise, to purchase or to be offered for purchase the Sale
Shares, or any of them; the Vendor has valid title to, and the legal right
and the power to sell and transfer full beneficial legal interest in, the
Sale Shares, and transfer of the Sale Shares to the Purchasers will pass
title to such sales, free and clear of all security interests, liens,
encumbrances, equities or other claims (except for any in favour of
creditors of the Purchaser) together with all rights and advantages now and
hereafter attaching to such Sale Shares;
C. Neither the Vendor nor any of its Affiliates has taken, directly or
indirectly, any action which was designed to or which has constituted or
which might reasonably be expected to cause or result in stabilization or
manipulation of the price of any security of the Company to facilitate the
sale or resale of the Sale Shares;
D. Neither the Vendor nor any of its Affiliates nor any persons acting on its
or their behalf has engaged in any form of general solicitation or general
advertising (as those terms are used in Regulation D under the Securities
Act) in the United States;
E. Neither the Vendor nor any of its Affiliates nor any person acting on its
or their behalf has directly, or through any agency, engaged in any
directed selling efforts (as that term
<PAGE>
- 9 -
is defined in Regulation S under the Securities Act ("Regulation S")) with
respect to the Sale Shares;
F. The Vendor is not aware of any material information (including without
limitation any information regarding any material adverse change or
prospective material adverse change in the condition of, or any actual,
pending or threatened litigation, arbitration or similar proceeding
involving, the Company) that is not described in the Company's most recent
annual report or subsequent public information releases which information
is necessary to enable investors to make an informed assessment of the
assets and liabilities, financial position, profits and losses and
prospects of the Company and its subsidiaries;
G. Assuming the accuracy of the representations and warranties of the
Purchaser in Annex III, neither the Vendor nor any its Affiliates nor any
persons acting on its or their behalf has, directly or indirectly, made
offers or sales of any security, or solicited offers to buy any security,
under circumstances that would require the registration of the Sale Shares
under the Securities Act;
H. The Vendor reasonably believes that the Company is a "foreign private
issuer" (as defined in Regulation S);
I. The Vendor reasonably believes that there is no substantial U.S. market
interest (as defined in Regulation S) in the Sale Shares;
J. The Vendor reasonably believes that the Company is not an "investment
company" within the meaning of the U.S. Investment Company Act of 1940, as
amended; and
K. The Vendor reasonably believes that the Company is not a "passive foreign
investment company" within the meaning of Section 1297 of the U.S. Internal
Revenue Code of 1986.
<PAGE>
- 10 -
ANNEX III
Representations, Warranties and Undertakings of the Purchaser
The Purchaser hereby represents, warrants and undertakes to the Vendor as
follows:
A. (1) It has full power under it constitutive documents and applicable law
and all authorizations, approvals, consents and licenses required by
it have been unconditionally obtained and are in full force and
effect, to permit it to enter into and perform this Agreement and any
powers of attorney appointing an attorney to act for the Purchaser,
the execution and delivery by such Purchaser of, and the performance
by the Purchaser of this Agreement will not contravene any agreement
or other instrument binding upon the Purchaser, except for such
contraventions that individually or in the aggregate would not have a
material adverse effect on the Vendor, and this Agreement has been
duly authorized, executed and delivered by the Purchaser and is a
valid and binding agreement of the Purchaser enforceable in accordance
with its terms, subject to applicable bankruptcy, reorganization
insolvency, moratorium or similar laws affecting creditors' rights
generally and except as the availability of remedies may be limited by
equitable principles of general applicability.
(2) The Sale Shares have not been and will not be registered under the
Securities Act and may not be offered or sold within the United States
except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act. The Purchaser
has not offered or sold, and will not offer or sell, any Sale Shares
within the United States except in accordance with Rule 903 of
Regulations S or in accordance with sub-clause A(3) below.
Accordingly, neither the Purchaser, its affiliates nor any persons
acting on its or their behalf has engaged or will engage in any
directed selling efforts with respect to the Sale Shares. Terms used
in this sub-clause A(2) have the meanings given to them by Regulation
S.
(3) Notwithstanding sub-clause A(3), it is understood and agreed by the
Vendor and the Purchaser that the Purchaser may arrange for the offer
and sale of a portion of the Sale Shares to sophisticated
institutional investors who are in the United States (as such term is
defined in Regulation S) under restrictions and other circumstances
reasonably designed to preclude a distribution that would require
registration of the Sale Shares under the Securities Act.
B. In connection with any offer or sale of the Sale Shares in the United
States by the Purchaser (through its affiliate, Dresdner Kleinwort Benson,
North America LLC),
<PAGE>
- 11 -
or any persons acting on its or their behalf neither the Purchaser nor any
of its affiliates nor any persons acting on its or their behalf has engaged
in any form of general solicitation or general advertising (as those terms
are used in Regulation D under the Securities Act).
C. In connection with any offer or sale of the Sale Shares in the United
Kingdom, the Purchaser (i) has not offered or sold and, prior to the
expiration of the period ending six months after the Settlement Day, will
not offer or sell, any Sale Shares to persons in the United Kingdom except
to persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the
purposes of their businesses or otherwise in circumstances which have not
resulted and will not result in an offer to the public in the United
Kingdom within the meaning of the Public Offers of Securities Regulations
1995; (ii) has complied and will comply with all applicable provisions of
the Financial Services Act 1986 with respect to anything done by it in
relation to the Sale Shares in, from or otherwise involving the United
Kingdom; and (iii) it has only issued or passed on and will only issue or
pass on in the United Kingdom any document received by it in connection
with the issue of the Sale Shares to a person who is of a kind descried in
Article 11 (3) of the Financial Services Act 1986 (Investment Advertising)
(Exemptions) Order 1996 (as amended) or is a person to whom such document
may otherwise lawfully be issued or passed on.
D. In connection with any offer or sale of the Sale Shares, no action has been
taken or will e taken in any jurisdiction by the Purchaser or any other
person acting on its or their behalf that would require the registration or
qualification of the Sale Shares under the Securities Act or any state law.
E. The information contained in our letter to you of even date herewith
regarding the details of the transaction described therein are true and
accurate in all material respects.
