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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
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. 4 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9, originally filed on March 24, 1997 and amended by
Amendment No. 1, Amendment No. 2 and Amendment No. 3 thereto filed on April 21,
1997, on April 23, 1997 and April 24, 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 "The Transaction
Agreement-Additional Conditions to the Offers" the following:
On April 29 1997, the Companies filed with the Commission a Current Report
on Form 8-K (the "Form 8-K") reporting on the changes in control of the
Companies and attaching a press release with respect to the announcement by CWC
that the Offers have been declared wholly unconditional and that the
NYNEX-appointed directors of the Companies have resigned effective upon the
Offers being declared wholly unconditional. A copy of the section, "Item 1.
Changes in Contol of Registrant", of the Form 8-K is set forth in Exhibit 23 and
is incorporated herein by reference. The full text of the press release is set
forth in Exhibit 24 and is incorporated herein by reference.
2
<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:
(23) Item 1. of the Companies' Current Report on Form 8-K filed April 29,
1997 containing the pertinent sections thereto referred to in Item
3(b) of this Schedule 14D-9.
(24) Press Release issued by the Companies on April 28, 1997.
3
<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 29, 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 29, 1997
4
<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).
5
<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.
(23) Item 1. of the Companies' Current Report on Form 8-K filed April 29,
1997 containing the pertinent sections thereto referred to in Item 3(b)
of this Schedule 14D-9.
(24) Press Release issued by the Companies on April 28, 1997.
- ------------------------------------
+ Previously filed.
6
INFORMATION TO BE INCLUDED IN THE REPORT
Item 1. Changes in Control of Registrant.
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(a) On April 28, 1997, Cable & Wireless Communications plc, ("CWC")
announced that all conditions had been satisfied or waived in connection with
its recommended offers (the "Offers") to purchase all the Ordinary Shares of
NYNEX CableComms Group PLC ("NYNEX CableComms UK") and all the shares of Common
Stock of NYNEX CableComms Group Inc. ("NYNEX CableComms US") comprised in Units
("Units"), each Unit consisting of one NYNEX CableComms UK Ordinary Share and
One NYNEX CableComms US share of Common Stock (including Units represented by
American Depositary Shares ("NYNEX CableComms ADSs")). As a result, the Initial
Offer Period, as extended, and withdrawal rights, expired at 2:30 p.m. (London
time), 9:30 a.m. (New York City time) on April 28, 1997. CWC has announced that
it has accepted for purchase all Units and NYNEX CableComms ADSs validly
tendered and not withdrawn prior to the expiration of the Initial Offer Period
in exchange for 0.330714 Ordinary Shares of CWC per NYNEX CableComms UK Ordinary
Share and 0.036746 CWC Ordinary Shares per NYNEX CableComms US share of Common
Stock (equivalent to 0.36746 CWC Ordinary Shares per Unit and 3.6746 CWC
Ordinary Shares per NYNEX CableComms ADS). CWC has further announced that as a
result, CWC owns 838,838,614 Units and 1,857,879 NYNEX CableComms ADSs
(representing in the aggregate 857,417,404 NYNEX CableComms UK Ordinary Shares
and 857,417,404 NYNEX CableComms US shares of Common Stock, or approximately
92.6% and 92.6%, respectively, of the outstanding shares of each company).
(b) The shares purchased by CWC include 620,000,000 NYNEX CableComms
UK Ordinary Shares and 620,000,000 NYNEX CableComms US shares of Common Stock
tendered by NYNEX Corporation through its subsidiary, NYNEX Network Systems
Company, representing approximately 67% of the outstanding NYNEX CableComms UK
Ordinary Shares and 67% of the outstanding NYNEX CableComms US shares of Common
Stock, respectively. In connection with the Offers, the Directors appointed by
NYNEX to the Boards of Directors of NYNEX CableComms UK and NYNEX CableComms US
have resigned effective upon all conditions to the CWC offers being satisfied or
waived.
Pursuant to an Agreement and Plan of Merger, dated as of March 21, 1997
(the "Merger Agreement"), among NYNEX CableComms US, CWC and Cable & Wireless
Communications Delaware Inc. ("Merger Sub"), CWC intends to cause Merger Sub to
merge with and into NYNEX CableComms US (the "Merger"). After the effective time
of the Merger, each share of NYNEX CableComms US Common Stock (other than shares
owned by CWC, shares owned by NYNEX CableComms US as treasury shares or by any
of its subsidiaries and shares for which appraisal rights, if any, have been
properly asserted under Section 262 of the Delaware General Corporation Law)
will be converted into the right to receive 0.036746 CWC Ordinary Shares (or at
the election of the shareholder, 0.007349 CWC American Depositary Shares). As a
result of the Merger, the separate corporate existence of NYNEX CableComms US
will cease and NYNEX CableComms US will become a wholly-owned subsidiary of CWC.
<PAGE>
At a Special Meeting of NYNEX CableComms US held on April 24, 1997, the
shareholders of NYNEX CableComms US approved the Merger.
Pursuant to Sections 428-430F of the Companies Act of 1985 of Great
Britain, CWC has announced its intention to acquire compulsorily the remaining
NYNEX CableComms UK Ordinary Shares (including those represented by NYNEX
CableComms ADSs) not purchased by CWC in the Offers (the "Compulsory
Acquisition") on the same terms as in the Offers. As a result of the Compulsory
Acquisition, NYNEX CableComms UK will become a wholly-owned subsidiary of CWC
and all of the outstanding NYNEX CableComms UK Ordinary Shares, other than NYNEX
CableComms UK Ordinary Shares held by CWC, will be acquired for 0.330714 CWC
Ordinary Shares per NYNEX CableComms UK Ordinary Share (or, at the election of
the shareholder, 0.066143 CWC American Depositary Shares).
Item 7. Financial Statements and Exhibits
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(c) Exhibits
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2. Agreement and Plan of Merger dated as of March 21, 1997 among
Registrant, Cable & Wireless Communications plc and Cable &
Wireless Communications Delaware Inc. is incorporated herein by
reference to Appendix I to the Proxy Statement of NYNEX
CableComms Group PLC and NYNEX CableComms Group Inc. dated March
24, 1997.
20. Press release of NYNEX CableComms Group PLC and NYNEX CableComms
Group Inc. dated April 28, 1997.
Not for release, publication, or distribution in whole or in part in or into
Australia or Japan.
28th April, 1997
FOR IMMEDIATE RELEASE
Contact: Allen Saunders
Executive Director of
Corporate Communications
0181 873 5241
Joanne Wake
Media Relations Manager
0181 873 5244
NYNEX CABLECOMMS GROUP
RECOMMENDED OFFERS FOR NYNEX CABLECOMMS DECLARED
WHOLLY UNCONDITIONAL; NYNEX APPOINTED DIRECTORS RESIGN
NYNEX CableComms Group announced today that Cable & Wireless Communications
plc ("CWC") has made a press announcement that all of the conditions of the
recommended offers (the "Offers") for NYNEX CableComms Group PLC and NYNEX
CableComms Group Inc. have been either satisfied or waived and that the Initial
Offer Period, as extended, and withdrawal rights with respect to the Offers
expired today at 2:30 p.m. (London time), 9:30 a.m. (New York City time). As a
result, CWC has announced that it has accepted for purchase Units and American
Depositary Shares representing approximately 92.6% of the Ordinary Shares of
NYNEX CableComms Group PLC and approximately 92.6% of the Common Stock of NYNEX
CableComms Group Inc.
NYNEX CableComms Group also announced that in connection with the Offers,
the following directors of NYNEX CableComms Group PLC and NYNEX CableComms Group
Inc. appointed by NYNEX Corporation have resigned effective upon the Offers
being declared wholly unconditional: Robert Anderson, Jeffrey Bowden and Melvin
Meskin.
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.
