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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
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NYNEX CABLECOMMS GROUP PLC
NYNEX CABLECOMMS GROUP INC.
(Name of Subject Company)
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NYNEX CABLECOMMS GROUP PLC
NYNEX CABLECOMMS GROUP INC.
(Name of Person(s) Filing Statement)
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American Depositary Shares evidenced by American Depositary Receipts,
each representing ten Units, each Unit consisting of one Ordinary Share (par
value 10p per share)
of NYNEX CableComms Group PLC and one share of Common Stock
(par value $0.01 per share)
of NYNEX CableComms Group Inc.
(Title of Class of Securities)
Units, each Unit consisting of one Ordinary Share (par value 10p per share) of
NYNEX CableComms Group PLC and one share of Common Stock
(par value $0.01 per share) of NYNEX CableComms Group Inc.
(Title of Class of Securities)
Ordinary Shares (par value 10p per share) of NYNEX CableComms Group PLC
(Title of Class of Securities)
Common Stock (par value $0.01 per share) of NYNEX CableComms Group Inc.
(Title of Class of Securities)
670764-10-9 (American Depositary Shares)
(CUSIP Number of Class of Securities)
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Paul H. Repp, Esq.
Chief Legal and Regulatory Officer
and Company Secretary
The Tolworth Tower
Ewell Road
Surbiton, Surrey KT6 7ED
United Kingdom
011-44-181-873-2000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
With a copy to:
Morton A. Pierce, Esq.
Dewey Ballantine
1301 Avenue of the Americas
New York, New York 10019-6092
(212) 259-8000
<PAGE>
This Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9, dated March 24, 1997 (the "Schedule 14D-9"), of
NYNEX CableComms Group PLC, a public limited company incorporated under the laws
of England and Wales ("NYNEX CableComms UK"), and NYNEX CableComms Group Inc., a
Delaware Corporation ("NYNEX CableComms US", and together with NYNEX CableComms
UK, the "Companies"), with respect to the tender offer disclosed in a Tender
Offer Statement on Schedule 14D-1 dated March 24, 1997 (the "Schedule 14D-1") by
Cable & Wireless Communications plc, a public limited company incorporated under
the laws of England and Wales ("CWC"), to purchase (i) all NYNEX CableComms UK
Ordinary Shares (including those comprised in Units or represented by ADSs) for
0.330714 ordinary shares, par value 50p per share, of CWC per NYNEX CableComms
UK Ordinary Share and (ii) all NYNEX CableComms US Shares of Common Stock
(including those comprised in Units or represented by ADSs) for 0.036746 CWC
Ordinary Shares per NYNEX CableComms US Share of Common Stock. Capitalized terms
used herein but not defined herein have the meanings assigned to such terms in
the Schedule 14D-9.
Item 3. Identity and Background
Item 3(b) of the Schedule 14D-9 is hereby amended and supplemented by
adding prior to the last paragraph thereto the following:
The Companies and NYNEX have entered into a Letter Agreement, dated as of
March 27, 1997 (the "Letter Agreement"), whereby NYNEX agreed to either (i)
renew the existing directors' and officers' liability insurance policy in its
current form so that insurance coverage will continue with respect to claims
arising out of wrongful acts committed or allegedly committed prior to the date
of consummation of the transactions contemplated by the tender offer made by CWC
as set forth in the Prospectus (the "Closing Date") for a period of not less
than three years from the Closing Date or (ii) provide the officers and
directors of the Companies with a policy providing substantially the same
insurance coverage as would be provided in the existing policy if it were
renewed for a period of not less than three years from the Closing Date. In
addition, in the event the proposed merger between Bell Atlantic Corporation and
NYNEX is consummated prior to the third anniversary of the Closing Date, NYNEX
agreed it will take such action as may be required to ensure that the directors
and officers of the Companies will continue to be insured to the extent
contemplated as described above, without interruption. The foregoing summary of
the Letter Agreement between the Companies and NYNEX does not purport to be
complete and is qualified in its entirety by reference to the complete text of
the Letter Agreement, a copy of which has been filed as Exhibit 20 hereto and is
incorporated herein by reference.
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<PAGE>
Item 9. Material to be Filed as Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding
thereto the following:
(20) Letter Agreement, dated as of March 27, 1997, between the Companies
and NYNEX.
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
NYNEX CABLECOMMS GROUP PLC
By: /s/ Paul H. Repp
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Name: Paul H. Repp
Title: Chief Legal and Regulatory Officer
and Company Secretary
Dated: April 21, 1997
NYNEX CABLECOMMS GROUP INC
By: /s/ Paul H. Repp
-----------------------------------------
Name: Paul H. Repp
Title: Chief Legal and Regulatory Officer
and Company Secretary
Dated: April 21, 1997
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<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
+(1) Pages 38 to 52 of the Companies' Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 containing the pertinent sections
thereof referred to in Item 3(b) of this Schedule 14D-9.
+(2) Transaction Agreement, dated as of October 22, 1996, as amended and
restated, among C&W, NYNEX and BCI (incorporated by reference to Exhibit
2.1 to CWC's Registration Statement on Form F-4 filed with the U.S.
Securities and Exchange Commission on March 21, 1997 (File No. 333-6672)
(the "CWC Registration Statement on F-4")).
+(3) Agreement and Plan of Merger, dated March 21, 1997, among NYNEX
CableComms US, CWC and the CWC Merger Sub (incorporated by reference to
Exhibit 2.2 to the CWC Registration Statement on Form F-4).
+(4) CWC Shareholders' Agreement, dated as of March 21, 1997, among C&W, BCI,
BCMH, BCIH, NYNEX and CWC (incorporated by reference to Exhibit 9.1 to
the CWC Registration Statement on Form F-4).
+(5) Form of Articles of Association of CWC to be adopted upon the Offers
becoming or being declared unconditional (incorporated by reference to
the Articles of Association of CWC filed as part of Exhibit 3.1 to the
CWC Registration Statement on Form F-4).
+(6) Form of Management and Technical Services Agreement among C&W, BCI,
NYNEX and CWC (incorporated by reference to Exhibit 10.12 to the CWC
Registration Statement on Form F-4).
+(7) Form of Secondment Agreement among C&W, BCI, NYNEX and CWC (incorporated
by reference to Exhibit 10.6 to the CWC Registration Statement on Form
F-4).
+(8) Form of Tax Sharing Agreement among C&W, BCI, BCMH, BCIH, NYNEX and CWC
(incorporated by reference to Exhibit 10.9 to the CWC Registration
Statement on Form F-4).
+(9) Form of NYNEX Tax Agreement between NYNEX and CWC (incorporated by
reference to Exhibit 10.10 to the CWC Registration Statement on Form
F-4).
+(10) Form of NYNEX Tax Allocation Agreement between NYNEX and CWC
(incorporated by reference to Exhibit 10.11 to the CWC Registration
Statement on Form F-4).
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<PAGE>
+(11) Form of C&W License between C&W and CWC (incorporated by reference to
Exhibit 10.7 to the CWC Registration Statement or Form F-4).
+(12) Form of NYNEX Termination Agreement among NYNEX, the Companies and NYNEX
CableComms Limited (incorporated by reference to Exhibit 10.8 to the CWC
Registration Statements on Form F-4).
+(13) Principal Shareholders Registration Rights Agreement, dated March 21,
1997, among C&W, NYNEX, BCI and CWC (incorporated by reference to
Exhibit 10.5 to the CWC Registration Statement on Form F-4).
+(14) Interconnection Agreement, dated as of November 11, 1996, between
Mercury and NYNEX CableComms Limited (incorporated by reference to
Exhibit 10.12 to the Companies' Annual Report on Form 10-K for the
fiscal year ended December 31, 1996).
+(15) Amendment to Interconnection Agreement, dated as of February 11, 1997,
between Mercury and NYNEX CableComms Limited (incorporated by reference
to Exhibit 10.12(c) to the Companies' Annual Report on Form 10-K for the
fiscal year ended December 31, 1996).
+(16) Cost Allocation Policy among CWC, BCI and NYNEX.
+(17) Opinion of SBC Warburg dated March 21, 1997.
+(18) Letter to holders of Units and ADSs of the Companies dated March 24,
1997.
+(19) Press Release issued by the Companies on March 24, 1997.
(20) Letter Agreement, dated as of March 27, 1997, between the Companies and
NYNEX.
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+ Previously filed.
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NYNEX CableComms Group PLC
NYNEX CableComms Group Inc.
The Tolworth Tower
Ewell Road
Surbiton
Surrey KT6 7ED
March 27, 1997
NYNEX Corporation
1095 Avenue of the Americas
New York, NY 10036
Attention: Ruth Crystal
Re: D&O Insurance - NYNEX Cablecomms
Dear Ms. Crystal:
This Letter Agreement is to memorialize the terms of our agreement with
respect to certain insurance coverage of the directors and officers of NYNEX
Cablecomms Group PLC and NYNEX Cablecomms Group Inc. (collectively, "NYNEX
CableComms") following the date of consummation (the "Closing Date") of
transactions contemplated by the tender offer made by Cable & Wireless
Communications plc ("CWC") as set forth in the Offers to Purchase/Prospectus,
dated March 21, 1997, included in CWC's Registration Statement on Form F-4.
The directors and officers of NYNEX CableComms are currently insured
against certain costs, charges and expenses in connection with Claims as
provided in NYNEX Corporation's ("NYNEX") Directors and Officers and Company
Reimbursement Indemnity Policy (Lloyd's Policy No. 757/FD 960092), dated August
22, 1996 (the "Policy"). The Policy provides that such insurance will cover the
directors and officers of NYNEX CableComms for Claims made prior to the
expiration of the Policy, or continuous renewals thereof, arising out of
Wrongful Acts committed or allegedly committed prior to the time NYNEX
CableComms ceased to be a Subsidiary of NYNEX (i.e., the Closing Date). The
Policy, by its terms, will expire on May 1, 1997.
In order to ensure that the directors and officers of NYNEX Cablecomms will
have continuing insurance coverage against Claims made in their capacity as
directors and officers of NYNEX CableComms for actions taken to the Closing Date
(as currently provided in the Policy), NYNEX has agreed to either (i) renew the
Policy in its current form so that insurance coverage will continue with respect
to Claims arising out of
<PAGE>
Wrongful Acts committed or allegedly committed prior to the Closing Date for a
period of not less than three years from the Closing Date or (ii) provide the
officers and directors of NYNEX CableComms with a "run off policy" providing
substantially the same insurance coverage as would be provided in the Policy if
it were renewed for a period of not less than three years from the Closing Date.
In the event the proposed merger between Bell Atlantic Corporation and NYNEX is
consummated prior to the third anniversary of the Closing Date, NYNEX will take
such action as may be required to ensure that the directors and officers of
NYNEX CableComms will continue to be insured to the extent contemplated by this
paragraph, without interruption.
Unless otherwise defined, the capitalized terms used in this Letter
Agreement shall have the meanings given to them in the Policy.
If this Letter Agreement sets forth your understanding with respect to the
foregoing, please execute the enclosed counterpart in the space set forth below.
Very truly yours,
NYNEX CABLECOMMS GROUP PLC
By: /s/ Paul H. Repp
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Name: Paul H. Repp
Title: Chief Legal and Regulatory
Officer and Company Secretary
NYNEX CABLECOMMS GROUP INC.
By: /s/ Paul H. Repp
---------------------------------------
Name: Paul H. Repp
Title: Chief Legal and Regulatory
Officer and Company Secretary
Accepted and agreed
as of the first date
written above:
NYNEX CORPORATION
By:/s/ Ruth Crystal
- ----------------------------------
Name: Ruth Crystal
Title: Casualty Risk Manager
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