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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
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. 2 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9, originally filed on March 24, 1997 and amended by
Amendment No. 1 thereto filed on April 21, 1997 (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 4. The Solicitation or Recommendation
Item 4(b) of the Schedule 14D-9 is hereby amended and supplemented by
adding thereto the following:
On April 23, 1997, the Companies filed with the Commission a Current
Report on Form 8-K attaching a press release with respect to their revenue
for the three months ended March 31, 1997. The full text of the press release
is set forth in Exhibit 21 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:
(21) Press Release issued by the Companies on April 23, 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 23, 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 23, 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.
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+ Previously filed.
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Exhibit 21
NYNEX CableComms Group PLC and
NYNEX CableComms Group Inc. (together "NYNEX CableComms")
Revenue for the three months ended 31 March 1997
NYNEX CableComms today announces unaudited total revenue for the three months
ended 31 March 1997 of (pound)46.5 million. This is a 43 per cent increase in
total revenue compared with the three months ended 31 March 1996 ((pound)32.5
million).
It is anticipated that the full first quarter unaudited operating statistics
and financial results will be announced by mid-May.
For further information contact:
NYNEX CableComms
Graham Robertson, Acting Chief Financial Officer 0181 873 5150
For media enquiries:
Allen Saunders, Executive Director - Corporate Communications 0181 873 5240
Square Mile Communications
Susan Ellis/Kevin Smith 0171 583 4567
Notes to Editors
NYNEX CableComms is one of the leading integrated providers of cable television
and telecommunications services in the UK. It is licensed to provide these
services in 16 franchise areas, covering approximately 2.7 million homes and
approximately 153,000 businesses. NYNEX CableComms' franchise homes are
equivalent to approximately 15% of the total homes in the UK for which
franchises had been awarded at 31 December 1996. NYNEX CableComms has
approximately 2.3 million equity homes, making it one of the largest multiple
systems operators in the UK on the basis of the total number of equity homes in
its franchise areas.
