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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
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. 3 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9, originally filed on March 24, 1997 and amended by
Amendment No. 1 and Amendment No. 2 thereto filed on April 21, 1997 and on April
23, 1997, respectively (as amended, 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 after the last paragraph in the section "De-stapling of Certain Units"
the following:
On April 24, 1997, the Companies filed with the Commission a Current Report
on Form 8-K attaching a press release with respect to the approval by their
respective shareholders of the UK De-stapling Amendment and the US De-stapling
Amendment and the approval of the Merger by the shareholders of NYNEX CableComms
US. The full text of the press release is set forth in Exhibit 22 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:
(22) Press Release issued by the Companies on April 24, 1997.
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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 24, 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 24, 1997
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<PAGE>
EXHIBIT INDEX
Exhibit No. Description
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+(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.
+(21) Press Release issued by the Companies on April 23, 1997.
(22) Press Release issued by the Companies on April 24, 1977.
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+ Previously filed.
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Exhibit 22
Not for release, publication, or distribution in whole or in part in or into
Australia or Japan.
For Immediate Release
Contact: Allen Saunders
Executive Director of
Corporate Communications
0181 873 5241
Joan Wake
Media Relations Manager
0181 873 5244
NYNEX CableComms Shareholders Approve Amendments and Merger
SURBITON, United Kingdom (April 24, 1997): NYNEX CableComms Group PLC and NYNEX
CableComms Group Inc. ("NYNEX CableComms") announced today that their respective
shareholders have approved certain amendments to the Articles of Association and
Restated Certificate of Incorporation, respectively, to grant the Boards of
Directors of NYNEX CableComms the authority to "de-staple" up to 20% in the
aggregate of the shares comprising NYNEX CableComms Units. In addition the
shareholders of NYNEX CableComms Group Inc. have also approved the merger of the
company with a subsidiary of Cable & Wireless Communications plc ("CWC") in
which the company will become a wholly-owned subsidiary of CWC. NYNEX CableComms
made the announcement following an extraordinary general meeting and a special
meeting of shareholders held in London today.
These votes were taken in connection with the creation of the CWC
Group, which will combine the telecommunications operations of Mercury
Communications Limited and the cable television and telecommunications
operations of Bell Cablemedia plc (as enlarged by the acquisition of Videotron
Holdings Plc) and NYNEX CableComms.
The directors of NYNEX CableComms Group PLC and NYNEX CableComms
Group Inc. accept responsibility for the information in this press announcement.
To the best of the knowledge and belief of such directors (who have taken all
reasonable care to ensure that such is the case) such information is in
accordance with the facts and does not omit anything likely to affect the import
of such information.
NYNEX CableComms is one of the leading integrated providers of cable
television and telecommunications services in the UK.
