================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 3)
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934 and
SCHEDULE 13D
(Amendment No. 5)
Under the Securities Exchange Act of 1934
-----------------
GENERAL CABLE PLC
(Name of Subject Company)
TELEWEST COMMUNICATIONS PLC
(Bidder)
-----------------
Ordinary Shares, par value (pound)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 8 Pages)
<PAGE>
CUSIP NO. 14D-1
36930Q101
<TABLE>
<CAPTION>
- ------- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
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
- ------- ---------------------------------------------------------------------------------------------------------
</TABLE>
* Such 146,785,916 ordinary shares (the "Subject Shares "), par value(pound)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 "). 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 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 2 of 8 Pages)
<PAGE>
CUSIP NO. 14D-1
36930Q101
<TABLE>
<CAPTION>
- ------- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
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
- ------- ---------------------------------------------------------------------------------------------------------
</TABLE>
* 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.
(Pasge 3 of 8 Pages)
<PAGE>
CUSIP NO. 14D-1
36930Q101
<TABLE>
<CAPTION>
- ------- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
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
- ------- ---------------------------------------------------------------------------------------------------------
</TABLE>
* 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 4 of 8 Pages)
<PAGE>
This Amendment No. 3 to 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 (pound)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"), the disclosure document, dated June 29,
1998, of Telewest (the "Disclosure Document"), the Form of Acceptance, Authority
and Election for the General Cable Shares and the Letter of Transmittal for the
General Cable ADSs.
This Amendment No. 3 to Tender Offer Statement on Schedule 14D-1 supplements
Items 4, 10(f) and 11 of the Schedule 14D-1, filed by Telewest on June 29, 1998,
and also constitutes Amendment No. 5 to the Schedule 13D filed by Telewest, TCI
and MediaOne relating to General Cable.
ITEM 4 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The response to Item 4 is supplemented as follows:
On August 19, 1998, Telewest issued a Press Release the text of which
is attached hereto as exhibit (a)(12) (the "Press Release").
The section of the Press Release entitled "Pre-emptive Issue" is
incorporated herein by reference.
ITEM 10 ADDITIONAL INFORMATION
The response to Item 10(f) is supplemented as follows:
The Press Release 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)
(Page 5 of 8 Pages)
<PAGE>
(a)(8) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.(1)
(a)(9) Text of Press Release issued by Telewest dated
June 29, 1998. (2)
(a)(10) Text of Press Release issued by Telewest dated
August 4, 1998. (2)
(a)(11) Letter, dated August 4, 1998, from MediaOne,
Tele-Communications International, Inc. and Cox
Communications, Inc. to Telewest. (2)
(a)(12) Text of Press Release issued by Telewest dated
August 19, 1998. (3)
(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).
(2) Previously filed.
(3) Filed herewith.
(Page 6 of 8 Pages)
<PAGE>
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: August 19, 1998
TELEWEST COMMUNICATIONS PLC
By: /s/ Charles Burdick
---------------------------------------
Name: Charles Burdick
Title: Group Finance Director
TELE-COMMUNICATIONS, INC
By: /s/ Stephen M. Brett
---------------------------------------
Name: Stephen M. Brett
Title: Executive Vice President
MEDIAONE GROUP, INC
By: /s/ Stephen E. Britz
----------------------------------------
Name: Stephen E. Britz
Title: Assistant Secretary
(Page 7 of 8 Pages)
<PAGE>
EXHIBIT INDEX
(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)
(a)(9) Text of Press Release issued by Telewest dated June 29, 1998. (2)
(a)(10) Text of Press Release issued by Telewest dated August 4, 1998. (2)
(a)(11) Letter, dated August 4, 1998, from MediaOne, Tele-Communications
International, Inc. and Cox Communications, Inc. to Telewest. (2)
(a)(12) Text of Press Release issued by Telewest dated August 19, 1998. (3)
(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).
(2) Previously filed.
(3) Filed herewith.
(Page 8 of 8 Pages)
Exhibit (a)(12)
Not for release, publication or distribution in or into Canada,
Australia or Japan.
TELEWEST COMMUNICATIONS PLC ("TELEWEST")
ACCEPTANCE LEVELS AND CLOSING DATE FOR TELEWEST'S RECOMMENDED OFFER
FOR GENERAL CABLE PLC ("GENERAL CABLE") AND TELEWEST'S PRE-EMPTIVE ISSUE
In connection with its offer for General Cable, Telewest announces the following
matters.
OFFER FOR GENERAL CABLE
1. As at 3.00 p.m. (London time) on 18 August 1998, valid acceptances of
Telewest's recommended offer for General Cable (the "Offer") had been
received in respect of 230,488,876 General Cable shares (representing
approximately 63 per cent. of General Cable's issued share capital).
2. As contemplated in its press release dated 4 August 1998, Telewest
reserves the right to reduce the percentage threshold in condition 1 of
the Offer (set out in Part A of Appendix I of the Offer Document) (the
"Acceptance Condition") from 90% to 75%.
3. Telewest intends to implement such reduction on 28 August 1998 and to
declare the Offer unconditional in all respects on that day, or as soon
as possible thereafter, once:
(a) valid acceptances of the Offer have been received (and not,
where permitted, withdrawn) in respect of 75% or more of
General Cable shares (including General Cable shares
represented by General Cable ADSs) to which the Offer relates;
and
(b) all the remaining conditions of the Offer have been and remain
fulfilled or there are, at that date, no circumstances
indicating that any such conditions may not be capable of
fulfilment.
4. When the Offer is declared unconditional, holders of General Cable
shares (including General Cable shares represented by General Cable
ADSs) will no longer have withdrawal rights under the Offer. Holders of
General Cable shares who do not want to accept the Offer if the
Acceptance Condition is reduced from the 90% level should either not
accept the Offer until after 28 August or withdraw their acceptances
prior to 28 August 1998.
5. The mix and match election under the Offer will remain open for five
days following the date the Offer is declared unconditional. All
holders of General Cable securities accepting the Offer after the mix
and match election terminates will receive the basic terms of the
Offer.
6. On 23 February 1998, the date when General Cable announced that it had
received indications that certain of the discussions which it was
having with third parties might lead to an offer, Telewest held no
General Cable shares or rights over General Cable shares.
7. On 29 March 1998, the date when Telewest and General Cable announced
that merger discussions were at an advanced stage which might result in
a recommended offer being made by Telewest for General Cable and the
<PAGE>
likely terms thereof, General Utilities Holding Limited ("GUHL"), a
subsidiary of Compagnie Generale des Eaux S.A. (now Vivendi S.A.),
irrevocably undertook to accept such an offer, if made, in respect of
its holding of 146,785,916 General Cable shares (representing 40.2 per
cent. of General Cable's then issued share capital), if Telewest
announced a firm intention to make such an offer on or before 15 April
1998. On 15 April 1998, Telewest announced the terms of the Offer
(subject to certain pre-conditions which have been waived or satisfied)
and GUHL confirmed its previous undertaking to accept the Offer.
Acceptances in respect of these shares have now been received and are
included in the acceptance figures given above.
PRE-EMPTIVE ISSUE
1. The latest time and date for acceptance and payment under the
Pre-emptive Issue is 3.00 p.m. (London time) on 28 August 1998.
Telewest does not presently intend to extend the Pre-emptive Issue
beyond 28 August. Any announcement of an extension will be made by 5
p.m. (London time) on 21 August 1998.
2. Consequently, at present, the latest time and date for the splitting of
the Application Forms under the Pre-emptive Issue is 3.00 p.m. (London
time) on 26 August 1998.
3. Pending fulfilment of the conditions of the Pre-emptive Issue
(including the Offer becoming unconditional in all respects and
Admission (as defined in the Pre-emptive Issue Circular dated 29 June
1998)), application monies will be kept in a separate bank account and
any interest earned on such monies will be retained for the benefit of
Telewest.
4. If the conditions of the Pre-emptive Issue are not fulfilled by 18
September (or such later date as Telewest and Schroders may agree), the
Pre-emptive Issue will lapse and all application monies will be
returned to applicants.
19 August 1998
- --------------------------------------------------------------------------------
PRESS ENQUIRIES
TELEWEST 01483 750900
Charles Burdick
J. HENRY SCHRODER & CO. LIMITED ("SCHRODERS") 0171 658 6000
James Steel
Schroders, which is regulated in the UK by The Securities and Futures Authority
Limited, is acting for Telewest and no one else in connection with the Offer and
the Pre-emptive issue and will not be responsible to anyone other than Telewest
for providing the protections afforded to customers of Schroders or for giving
advice in relation to the Offer and the Pre-emptive issue.
