<PAGE>
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934 AND
SCHEDULE 13D
(AMENDMENT NO. 2)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
----------------
GENERAL CABLE PLC
(NAME OF SUBJECT COMPANY)
TELEWEST COMMUNICATIONS PLC
(BIDDER)
----------------
ORDINARY SHARES, PAR VALUE (Pounds)1 PER SHARE,
REPRESENTED BY AMERICAN DEPOSITARY SHARES,
EACH OF WHICH REPRESENTS FIVE ORDINARY SHARES
(TITLE OF CLASS OF SECURITIES)
36930Q101 (AMERICAN DEPOSITARY SHARES)
(CUSIP NUMBER OF CLASS OF SECURITIES)
----------------
VICTORIA HULL
TELEWEST COMMUNICATIONS PLC
GENESIS BUSINESS PARK
ALBERT DRIVE
WOKING, SURREY GU21 5RW
UNITED KINGDOM
011 44 1483 750 900
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
----------------
COPIES TO:
JEFFREY J. WEINBERG, ESQ.
DAVID S. LEFKOWITZ, ESQ.
WEIL, GOTSHAL & MANGES
ONE SOUTH PLACE
LONDON, EC2M 2WG
ENGLAND
011 44 171 903 1000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Continued on following pages)
(Page 1 of 13 Pages)
<PAGE>
CALCULATION OF FILING FEE
Transaction Valuation(1) Amount of Filing Fee(2)
- -------------------------------------------------------------------------------
$1,321,895,159.87 $264,379.75
(1) This Tender Offer Statement relates to an exchange offer (the "Offer") by
Telewest Communications plc ("Telewest") of (i) 1.243 shares of 10 pence
each ("Telewest shares") of Telewest and 65 pence in cash for the
outstanding ordinary shares 1 pound sterling each ("General Cable shares")
of General Cable PLC ("General Cable") and (ii) 6.215 Telewest shares (in
the form of American Depositary Shares ("Telewest ADSs")) and 325 pence in
cash for each outstanding American Depositary Share ("General Cable ADSs")
of General Cable. The Transaction Value was calculated pursuant to Rule 0-
11(d) under the Securities Exchange Act of 1934 based on the value of the
estimated maximum number of General Cable shares to be acquired by
Telewest in the Offer. The General Cable shares are traded on the London
Stock Exchange. The Transaction Valuation was calculated as follows: (i)
214.25 pence (i.e., 2.1425 pounds sterling) (the average of the high and
low trading prices for the General Cable shares on the London Stock
Exchange on June 23, 1998), multiplied by (ii) 370,763,319 General Cable
shares (consisting of 365,496,540 General Cable shares issued and
outstanding and 5,266,779 General Cable shares potentially issuable upon
the exercise of outstanding stock options), multiplied by (iii) 1.6641
(the noon buying rate in New York City for cable transfers in pounds
sterling as certified for customs purposes by the Federal Reserve Bank of
New York on June 23, 1998).
(2) .0002 multiplied by the Transaction Value.
[X]Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount previously paid: $264,379.75 Filing party: Telewest
Communications plc
Form or registration no.: Schedule 14A- Date filed: June 29, 1998
Definitive Proxy Statement
(Page 2 of 13 Pages)
<PAGE>
- -------------------- ---------------
CUSIP NO. 14D-1
36930Q101
- -------------------- ---------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: TELEWEST COMMUNICATIONS PLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: NOT APPLICABLE
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCES OF FUNDS 00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f)
[_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: ENGLAND AND
WALES
- --------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
146,785,916 ordinary shares*
- --------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 7 EXCLUDES [_]
CERTAIN SHARES
- --------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7:
40.2%*
- --------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON:
CO
- -------------------------------------------------------------------------------
* Such 146,785,916 ordinary shares (the "Subject Shares"), par value (Pounds)1
per share, of General Cable PLC ("General Cable") may be deemed to be
beneficially owned, for purposes of Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), by Telewest
Communications plc ("Telewest"), by virtue of the Agreement Relating to the
Merger of General Cable and Telewest, dated March 29, 1998 (the "Agreement"),
by and among Telewest, General Cable PLC, Compagnie Generale des Eaux S.A.
(now known as Vivendi S.A.) and General Utilities Holdings Limited ("GUHL").
A copy of the Agreement is filed as exhibit (c)(1) hereto. GUHL is the legal
registered owner of the Subject Shares. Pursuant to the terms of the
Agreement, GUHL has undertaken to Telewest that if Telewest announces and
posts to shareholders an offer to acquire all the outstanding shares of the
General Cable, all on the terms set forth therein and summarized herein, it
will accept such offer in respect of the Subject Shares. Consequently, if
such offer is consummated, Telewest would acquire sole voting and sole
dispositive power over the Subject Shares. The filing of this Statement shall
not be construed as an admission by Telewest that it is, for the purposes of
Section 13(d) of the Exchange Act, the beneficial owner of the Subject
Shares. See Item 6.
(Page 3 of 13 Pages)
<PAGE>
- ----------------- ----------------
CUSIP NO. 14D-1
36930Q101
- ----------------- ----------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: TELE-COMMUNICATIONS, INC.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: NOT APPLICABLE
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[_]
(b)[X]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCES OF FUNDS WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f)
[_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE
- -------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
146,785,916*
- -------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 7 EXCLUDES [_]
CERTAIN SHARES
- -------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7:
40.2%*
- -------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON:
CO
- -------------------------------------------------------------------------------
* All of the Subject Shares may be deemed to be beneficially owned, for
purposes of Sections 13(d) and 14(d) of the Exchange Act, by Tele-
Communications, Inc. ("TCI") by virtue of TCI's beneficial interest in
Telewest and Telewest's interest in such shares pursuant to the Agreement.
TCI disclaims beneficial interest in the Subject Shares and the filing of
this statement shall not be construed as an admission by TCI that it is for
the purposes of Section 13(d) of the Exchange Act the beneficial owner of
such shares. See Item 6.
(Page 4 of 13 Pages)
<PAGE>
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CUSIP NO. 14D-1
36930Q101
- ----------------- ---------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: MEDIAONE GROUP, INC.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: NOT APPLICABLE
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCES OF FUNDS WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f)
[_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE
- -------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
146,785,916*
- -------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 7 EXCLUDES [_]
CERTAIN SHARES
- -------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7:
40.2%*
- -------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON:
CO
- -------------------------------------------------------------------------------
* All of the Subject Shares may be deemed to be beneficially owned, for
purposes of Sections 13(d) and 14(d) of the Exchange Act, by MediaOne Group,
Inc. ("MediaOne") by virtue of MediaOne's beneficial interest in Telewest
and Telewest's interest in such shares pursuant to the Agreement. MediaOne
disclaims beneficial interest in the Subject Shares and the filing of this
statement shall not be construed as an admission by MediaOne that it is for
the purposes of Section 13(d) of the Exchange Act the beneficial owner of
such shares. See Item 6.
(Page 5 of 13 Pages)
<PAGE>
CUSIP NO. 14D-1
36930Q101
This Tender Offer Statement on Schedule 14D-1 is being filed by Telewest
Communications plc, a public limited company organized under the laws of
England and Wales ("Telewest"), Tele-Communications, Inc., a Delaware
corporation ("TCI"), and MediaOne Group, Inc., a Delaware corporation
("MediaOne"), and relates to the offer (the "Offer") by Telewest to purchase
all of the outstanding (a) ordinary shares, par value of (Pounds)1 per share
("General Cable Shares"), of General Cable PLC ("General Cable") and (b)
American Depositary Shares ("General Cable ADSs") of General Cable each
representing five General Cable Shares. The Offer is subject to the terms and
conditions set forth in the Offer to Purchase/Prospectus, dated June 29, 1998,
of Telewest (the "Offer to Purchase") (a copy of which is filed as Exhibit
(a)(1) hereto), the disclosure document, dated June 29, 1998, of Telewest (the
"Disclosure Document") (a copy of which is filed as Exhibit (a)(2) hereto),
the Form of Acceptance, Authority and Election for the General Cable Shares (a
copy of which is filed as Exhibit (a)(3) hereto) and the Letter of Transmittal
for the General Cable Shares (a copy of which is filed as exhibit (a)(4)
hereto).
This Tender Offer Statement on Schedule 14D-1 also constitutes Amendment No. 2
to the Schedule 13D filed by Telewest, TCI and MediaOne relating to General
Cable.
The item numbers set forth below, and responses thereto, correspond to the
item numbers set forth in schedule 14D-1.
ITEM 1 SECURITY AND SUBJECT COMPANY
(a) The name of the subject company is General Cable PLC and the
address of the principal executive offices of General Cable is 37
Old Queen Street, London SW1H 9JA, United Kingdom.
(b) Information concerning the number of outstanding General Cable
Shares is set forth under paragraph (k) of Section 12. "Other
Information" in Annex III of the Offer to Purchase and is
incorporated herein by reference. Information concerning the number
of General Cable Shares being sought in the Offer and information
concerning the consideration being offered therefor and the
conversion thereof from pounds sterling to US dollars is set forth
under Section 3. "The Offer" in the Letter from Schroders contained
in the Offer to Purchase and is incorporated herein by reference.
(c) The information set forth under the caption "Certain Trading
Market, Dividend and Exchange Rate Information" in the Disclosure
Document is incorporated herein by reference.
ITEM 2 IDENTITY AND BACKGROUND
This statement is filed by Telewest, TCI and MediaOne. TCI and MediaOne
each beneficially own 26.5% of Telewest's ordinary shares, par value 10
pence per share (the "Telewest Shares"), and 26.7% of Telewest's
convertible preference shares, par value 10 pence per share, and all
such shares are owned through TW Holdings, L.L.C. ("TW Holdings"). 50%
of TW Holdings is beneficially owned by TCI and 50% is beneficially
owned by MediaOne.
TELEWEST
The name, business address, present principal occupation or employment,
citizenship and the material occupations, positions, offices or
employments during the last five years of each current director and
executive officer of Telewest is set forth in "Section Four--
Information on the
(Page 6 of 13 Pages)
<PAGE>
CUSIP NO. 14D-1
36930Q101
Combined Group--Board of Directors" and "--Senior Executives" in Part I
of the Disclosure Document and is incorporated herein by reference.
(A) NAME:
Telewest Communications plc
(B) PLACE OF ORGANIZATION:
England and Wales
(C) PRINCIPAL BUSINESS:
Telewest is principally engaged in providing cable television and
telephony service in the UK.
(D) BUSINESS ADDRESS:
Genesis Business Park
Albert Drive, Woking
Surrey GU21 5RW
United Kingdom
(E) PARTY IN AN ADMINISTRATIVE PROCEEDING;
(F) CONVICTION IN A CRIMINAL PROCEEDING:
During the last five years, neither Telewest nor, to Telewest's
knowledge, any current director or executive officer of Telewest listed
in "Section Four--Information on The Combined Group--Board of
Directors" or "--Senior Executives" in Part I of The Disclosure
Document, has been (a) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (b) a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting activities subject to, Federal or State securities laws or
finding any violation of such laws.
TCI
The name, business address, present principal occupation or employment,
citizenship and the material occupations, positions, offices or
employments during the last five years of each current director and
executive officer of TCI is set forth in "Part Seven--Additional
Information--Directors and Executive Officers of Tele-Communications,
Inc." in Part I of the Disclosure Document and is incorporated herein
by reference.
(A) NAME:
Tele-Communications, Inc.
(B) PLACE OF ORGANISATION:
Delaware
(Page 7 of 13 Pages)
<PAGE>
CUSIP NO. 14D-1
36930Q101
(C) PRINCIPAL BUSINESS:
TCI is principally engaged in the construction, acquisition, ownership
and operation of cable television systems and the provision of
satellite-delivered video entertainment, information and home shopping
programming services.
(D) BUSINESS ADDRESS:
Terrace Tower II5619 DTC ParkwayEnglewood, Colorado 80111
(E) CONVICTION IN A CRIMINAL PROCEEDING;
(F) PARTY IN AN ADMINISTRATIVE PROCEEDING:
During the last five years, neither TCI nor, to TCI's knowledge, any
current director or executive officer of TCI listed in "Part Seven--
Additional Information--Directors and Executive Officers of Tele-
Communications, Inc." in Part I of the Disclosure Document has been (a)
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (b) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting activities
subject to, Federal or State securities laws or finding any violation
of such laws.
MEDIAONE
The name, business address, present principal occupation or employment,
citizenship and the material occupations, positions, offices or
employments during the last five years of each current director and
executive officer of MediaOne is set forth in "Part Seven--Additional
Information--Directors and Executive Officers of MediaOne Group, Inc."
in Part I of the Disclosure Document and is incorporated herein by
reference.
(A) NAME:
MediaOne Group, Inc.
(B) PLACE OF ORGANISATION:
Delaware
(C) PRINCIPAL BUSINESS:
MediaOne is a diversified global media and broadband communications
company engaged in domestic and international broadband communications
and international wireless communications businesses.
(D) BUSINESS ADDRESS:
188 Inverness Drive
West Englewood, Colorado 80112
(Page 8 of 13 Pages)
<PAGE>
CUSIP NO. 14D-1
36930Q101
(E) CONVICTION IN A CRIMINAL PROCEEDING;
(F) PARTY IN AN ADMINISTRATIVE PROCEEDING:
During the last five years, neither MediaOne nor, to MediaOne's
knowledge, any current director or executive officer of MediaOne listed
in "Part Seven--Additional Information--Directors and Executive
Officers of MediaOne Group, Inc." in Part I of the Disclosure Document
has been (a) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting activities subject to, Federal or State securities laws or
finding any violation of such laws.
ITEM 3 PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY
(A) To the knowledge of Telewest, TCI and MediaOne, since January 1, 1995,
and except as may be disclosed pursuant to Item 3(b) below, there has
been no transaction (or series of related transactions) between
Telewest, TCI or MediaOne, or any of their respective executive
officers or directors, and (i) General Cable or any of its corporate
affiliates in which the aggregate amount involved was greater than 1%
of General Cable's consolidated revenues for the year in which such
transaction(s) occurred (or, with respect to any transaction(s)
occurring since December 31, 1997, consolidated revenues for the period
from January 1, 1998 to date) or (ii) the executive officers, directors
or affiliates of General Cable that are not corporations in which the
aggregate amount involved exceeded $40,000.
(B) The information set forth under Section 12. "Background to the
Offer" in the Letter from Schroders contained in the Offer to
Purchase is incorporated herein by reference.
ITEM 4 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(A) With respect to Telewest, the information set forth under Section 3.
"The Offer" and Section 5. "The Pre emptive Issue" in the Letter from
Schroders contained in the Offer to Purchase is incorporated herein by
reference. With respect to TCI and MediaOne, the source of funds will
be working capital.
(B) Not applicable.
(C) Not applicable.
ITEM 5 PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER
(A)-(E) The information set forth in (i) Section 3. "The Offer" and Section
12. "Background to the Offer" in the Letter from Schroders contained
in the Offer to Purchase and (ii) "Section Four--Information on the
Combined Group--Rationale for the Merger", "--Strategy for the
Combined Group" and "--Acquisitions and Disposals" in Part I of the
Disclosure Document is incorporated herein by reference.
(F)-(G) The information set forth under Section 9 "Certain consequences of
the Offer" in Annex III to the Offer to Purchase is incorporated
herein by reference.
(Page 9 of 13 Pages)
<PAGE>
CUSIP NO. 14D-1
36930Q101
ITEM 6 INTEREST IN SECURITIES OF THE SUBJECT COMPANY
(A) Pursuant to that certain Agreement Relating to the Merger of General
Cable and Telewest, dated March 29, 1998 (the "Agreement"), among
Telewest, General Cable, Compagnie Generale des Eaux S.A. (now known as
Vivendi S.A.), and General Utilities Holdings Limited ("GUHL"), GUHL
has undertaken to Telewest that if Telewest announces and posts to
shareholders an offer to acquire all of the outstanding General Cable
Shares, all on the terms set forth therein and summarized herein, it
will accept such offer in respect of the 146,785,916 General Cable
Shares owned by it (the "Subject Shares"). By virtue of the Agreement,
Telewest may be deemed to beneficially own, for purposes of Section
13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), the Subject Shares (representing approximately 40.2% of the
outstanding General Cable Shares). All of the Shares may be deemed to
be beneficially owned, for purposes of Section 13(d) of the Exchange
Act, by TCI and MediaOne by virtue of their beneficial interests in
Telewest and Telewest's interest in such shares pursuant to the
Agreement. TCI and MediaOne disclaim beneficial ownership of the
Subject Shares. The filing of this statement shall not be construed as
an admission by Telewest, TCI and MediaOne that it is for the purposes
of Section 13(d) of the Exchange Act the beneficial owner of such
shares.
Except as otherwise disclosed in this Item 6(a), none of Telewest, TCI
or MediaOne, nor, to the knowledge of Telewest, TCI or MediaOne, any of
their respective executive officers or directors, beneficially owns any
General Cable Shares.
(B) Not applicable
ITEM 7 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES
Except for the Agreement, neither Telewest, TCI or MediaOne, nor, to
the knowledge of Telewest, TCI, or MediaOne, any of their respective
directors or executive officers, has any contract, arrangement,
understanding or relationship with any person with respect to any
General Cable Shares, including, but not limited to, transfer or voting
of any General Cable Shares, joint ventures, loan or option
arrangements, puts or calls, guarantees of loans, guaranties against
loss, or the giving or withholding of proxies.
ITEM 8 PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
The information set forth under Section 3. "The Offer" in the Letter
from Schroders contained in the Offer to Purchase and under the caption
"Section Seven--Additional Information--Miscellaneous" in Part I of the
Disclosure Document is incorporated herein by reference.
ITEM 9 FINANCIAL STATEMENTS OF CERTAIN BIDDERS
The information set forth under the captions "Section One: US GAAP
Information of Telewest--US GAAP Audited Consolidated Financial
Statements" and "--US GAAP Unaudited Condensed Consolidated Financial
Statements" in Part III of the Disclosure Document is incorporated
herein by reference.
ITEM 10ADDITIONAL INFORMATION
(A) The information regarding the appointment of two members of the
General Cable board of directors and an executive member of the
General Cable board of directors to the board of
(Page 10 of 13 Pages)
<PAGE>
CUSIP NO. 14D-1
36930Q101
directors of Telewest set forth under Section 16 "Management and
employees" in the Letter from Schroders contained in the Offer to
Purchase, and in "Section Four--Information on the Combined Group--
Board of Directors" in Part I of the Disclosure Document is
incorporated herein by reference. Except as disclosed pursuant to
the immediately preceding sentence or Items 3 or 7 above, neither
Telewest, TCI or MediaOne, nor, to the knowledge of Telewest, TCI or
MediaOne, any or their respective executive officers or directors,
has any present or proposed material contract, arrangement,
understanding or relationship with General Cable or any of its
executive officers, directors, controlling persons or subsidiaries.
(B)-(C) The information set forth under Section 17. "Regulation" in the
Letter from Schroders contained in the Offer to Purchase and
Section 11. "Certain Legal and Regulatory Matters" in Annex III
to the Offer to Purchase is incorporated herein by reference.
(D) Not applicable.
(E) Not applicable.
(F) The information set forth in the Offer to Purchase, the Form of
Acceptance, Authority and Election, the Letter of Transmittal and
the Disclosure Document is incorporated herein by reference.
ITEM 11 MATERIAL TO BE FILED AS EXHIBITS:
(A)(1) Offer to Purchase/Prospectus of Telewest, dated June 29, 1998.
(1)
(A)(2) Disclosure Document of Telewest, dated June 29, 1998. (1)
(A)(3) Form of Acceptance, Authority and Election for the General Cable
Shares. (1)
(A)(4) Form of Letter of Transmittal.(1)
(A)(5) Form of Notice of Guaranteed Delivery.(1)
(A)(6) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.(1)
(A)(7) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.(1)
(A)(8) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.(1)
(B) Not applicable.
(C)(1) Agreement Relating to the Merger of General Cable and Telewest,
dated March 29, 1998, by and among Telewest, General Cable,
Compagnie Generale des Eaux S.A., and GUHL. (1)
(D) Not applicable.
(E) See Exhibit (a)(1) above.
(F) Not applicable.
- -------
(1) Incorporated by reference to the Registration Statement on Form S-4 of
Telewest (File No. 333-50201).
(Page 11 of 13 Pages)
<PAGE>
CUSIP NO. 14D-1
36930Q101
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: June 29, 1998
TELEWEST COMMUNICATIONS PLC
/s/ Charles Burdick
By: _________________________________
Name:Charles Burdick
Title:Group Finance Director
TELE-COMMUNICATIONS, INC.
/s/ Stephen M. Brett
By: _________________________________
Name:Stephen M. Brett
Title:Executive Vice President
MEDIAONE GROUP, INC.
/s/ Stephen E. Brilz
By: _________________________________
Name:Stephen E. Brilz
Title:Assistant Secretary
(Page 12 of 13 Pages)
<PAGE>
CUSIP NO. 14D-1
36930Q101
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
<C> <S>
(a)(1) Offer to Purchase/Prospectus of Telewest, dated June 29, 1998.(1)
(a)(2) Disclosure Document of Telewest, dated June 29, 1998.(1)
(a)(3) Form of Acceptance, Authority and Election for the General Cable
Shares.(1)
(a)(4) Form of Letter of Transmittal for the General Cable ADSs.(1)
(a)(5) Form of Notice of Guaranteed Delivery.(1)
(a)(6) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.(1)
(a)(7) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.(1)
(a)(8) Guidelines for Certification of Taxpayer Identification Number of
Substitute Form W-9.(1)
(b) Not applicable.
(c)(1) Agreement Relating to the Merger of General Cable and Telewest, dated
March 29, 1998 by and among Telewest, General Cable, Compagnie
Generale des Eaux S.A. and GUHL. (1)
(d) Not applicable.
(e) See Exhibit (a)(1) above.
(f) Not applicable.
</TABLE>
- --------
(l) Incorporated by reference to the Registration Statement on Form S-4 of
Telewest (File No. 333-50201).
(Page 13 of 13 Pages)
