UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 28, 1997 (April 28, 1997)
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Date of Report (Date of earliest event reported)
NYNEX CABLECOMMS GROUP PLC
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(Exact name of registrant as specified in its charter)
England and Wales 0-25638 98-0151138
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
NYNEX CABLECOMMS GROUP INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-25690 98-0151139
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
The Tolworth Tower, Ewell Road, Surbiton, Surrey, United Kingdom KT6 7ED
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 44-181-873-2000
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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validly tendered and not withdrawn prior to the expiration of the Initial Offer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.
At a Special Meeting of NYNEX CableComms US held on April 24, 1997, the
shareholders of NYNEX CableComms US approved the Merger.
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Pursuant to Sections 428-430F of the Companies Act 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.
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrants have duly caused this Current Report to be signed on
its behalf by the undersigned thereunto duly authorized.
NYNEX CABLECOMMS GROUP PLC
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(Registrant)
By /s/Paul H. Repp
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Paul H. Repp
Chief Legal and Regulatory
Officer and Company Secretary
NYNEX CABLECOMMS GROUP INC.
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(Registrant)
By /s/Paul H. Repp
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Paul H. Repp
Chief Legal and Regulatory
Officer and Company Secretary
Date: April 28, 1997
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EXHIBIT INDEX
Sequentially
Exhibit Numbered Page
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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.
Exhibit 20
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, Richard
Blackburn, 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.
