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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 10)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934 AND
SCHEDULE 13D
(AMENDMENT NO. 12)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
-----------------
GENERAL CABLE PLC
(NAME OF SUBJECT COMPANY)
TELEWEST COMMUNICATIONS PLC
(BIDDER)
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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
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(Continued on the following pages)
(Page 1 of 11 Pages)
<PAGE>
CUSIP NO. 14D-1
36930Q101
<TABLE>
<CAPTION>
- ------- ---------------------------------------------------------------------------------------------------------
<S> <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 MEMEBR 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:
361,126,908 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:
98.70%*
- ------- ---------------------------------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON:
CO
- ------- ---------------------------------------------------------------------------------------------------------
* See Item 6.
(Page 2 of 11 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 MEMEBR 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:
361,126,908*
- ------- ---------------------------------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 7 EXCLUDES CERTAIN SHARES [ ]
- ------- ---------------------------------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7:
98.70%*
- ------- ---------------------------------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON:
CO
- ------- ---------------------------------------------------------------------------------------------------------
* Such 361,126,908 ordinary shares, par value (pound)1 per share, of General
Cable PLC (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 Communications plc ("Telewest"). 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 3 of 11 Pages)
<PAGE>
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 MEMEBR 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:
361,126,908*
- ------- ---------------------------------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 7 EXCLUDES CERTAIN SHARES [ ]
- ------- ---------------------------------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7:
98.70%*
- ------- ---------------------------------------------------------------------------------------------------------
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.
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 11 Pages)
<PAGE>
CUSIP NO. 14D-1
36930Q101
This Amendment No. 10 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. 10 to Tender Offer Statement on Schedule 14D-1 supplements
Items 2, 10(f) and 11 of the Schedule 14D-1, filed by Telewest on June 29, 1998,
and also constitutes Amendment No. 12 to the Schedule 13D filed by Telewest, TCI
and MediaOne relating to General Cable. Capitalized terms used but not defined
herein have the meanings given to them in the Offer to Purchase.
ITEM 2 IDENTITY AND BACKGROUND
The response to Item 2 is supplemented as follows:
On September 30, 1998, Telewest issued a press release relating to,
among other things, certain changes to its Board of Directors (the "Press
Release"). The text of the Press Release is filed herewith as exhibit (a)(21)
and is incorporated herein by reference. As a result of such changes, four
individuals have been newly-appointed to the Telewest Board of Directors. The
name, business address, present principal occupation or employment, citizenship
and the material occupations, positions, offices or employment during the last
five years of each of the newly-appointed Telewest Directors is set forth below:
Mr. Anthony Illsley. Mr. Illsley's business address is care of
Telewest Communications plc, Genesis Business Park, Albert Drive, Woking,
Surrey, GU21 5RW, England. Mr. Illsley's present principal occupation or
employment is serving as Chief Executive Officer and Executive Director of
Telewest at the business address provided in the preceding sentence, to which
position he was appointed on September 30, 1998. Prior to joining Telewest, from
January 1995 until August 1998, Mr. Illsley served as President of Walkers Snack
Foods Limited, part of the Pepsico Group. Previously he was President of
Pepsi-Cola Asia Pacific from 1994 until October 1994 and President of Pepsi-Cola
in Japan from 1988 until 1993. Prior to joining PepsiCo Inc., Mr. Illsley worked
in senior marketing positions for Colgate Palmolive. Mr. Illsley is a citizen of
the United Kingdom.
Ms. Victoria Hull. Ms. Hull's business address is care of Telewest
Communications plc, Genesis Business Park, Albert Drive, Woking, Surrey, GU21
5RW, England. Ms. Hull's present principal occupation or employment is serving
as General Counsel, Company Secretary and Executive Director of Telewest at the
business address provided in the preceding sentence. Ms. Hull has served as
General Counsel and Company Secretary of Telewest since July 1994 and was
appointed as Executive Director on September 30, 1998. Prior to joining
Telewest, Ms. Hull was a solicitor in the corporate department of Clifford
Chance in London, England, where she qualified in 1987. Ms. Hull is a citizen of
the United Kingdom.
(Page 5 of 11 Pages)
<PAGE>
CUSIP NO. 14D-1
36930Q101
Mr. Anthony Rice. Mr. Rice's business address is care of Commercial
Aircraft of British Aerospace plc ("BAe"), Warwick House, Farnborough Aerospace
Centre, Farnborough, Hampshire, England. Mr. Rice's present principal occupation
or employment is serving as Group Managing Director of BAe at the business
address provided in the preceding sentence, to which position he was appointed
in June 1998. Prior to assuming this position, Mr. Rice was chief executive of
BAe Asset Management from September 1995 until June 1998, and Group Treasurer of
BAe from 1991 until September 1995. In addition to the foregoing offices, Mr.
Rice has served as non-executive director of General Cable PLC from October 1997
until the completion of the General Cable merger with Telewest, and was
appointed as non-executive Director of Telewest on September 30, 1998.
Previously, Mr. Rice served as a director of Orion Network Systems from 1992
until 1997 (when the company was sold). Mr. Rice is a citizen of the United
Kingdom.
Ms. Miranda Curtis. Ms. Curtis' business address is care of
Tele-Communications International, Inc.("TINTA"), Sterling House, 27 Hatchlands
Road, Redhill, Surrey RH1 6AE, England. Ms. Curtis' present principal occupation
or employment is serving as Executive Vice President of TINTA at the business
address provided in the preceding sentence, to which position she was appointed
in August 1996. Prior to assuming this position, Ms. Curtis was Senior Vice
president of TINTA from May 1995 until August 1996, Vice President of TINTA from
October 1994 until May 1995 and Director of International Development in the
International Division of TINTA's predecessor corporation from May 1992 until
October 1994. Ms. Curtis was appointed as non-executive Director of Telewest on
September 30, 1998. Ms. Curtis is a citizen of the United Kingdom.
During the last five years, to Telewest's knowledge, none of the above
four Directors 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 10 ADDITIONAL INFORMATION
The response to Item 10(f) is supplemented as follows:
The text of the Press Release is filed herewith as exhibit (a)(21) and
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)
(Page 6 of 11 Pages)
<PAGE>
CUSIP NO. 14D-1
36930Q101
(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. (2)
(A)(13) Prospectus Supplement issued by Telewest dated August 20,
1998. (2)
(A)(14) Text of Press Release issued by Telewest dated August 28,
1998. (2)
(A)(15) Text of Press Release issued by Telewest dated September 1,
1998. (2)
(A)(16) Text of Press Release issued by Telewest dated September 1,
1998. (2)
(A)(17) Text of Press Release issued by Telewest dated September 1,
1998. (2)
(A)(18) Text of Press Release issued by General Cable dated September
4, 1998. (2)
(A)(19) Text of Press Release issued by Telewest dated September 7,
1998. (2)
(A)(20) Text of Press Release issued by Telewest dated September 11,
1998. (2)
(A)(21) Text of Press Release issued by Telewest dated September 30,
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.
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(Page 7 of 11 Pages)
<PAGE>
CUSIP NO. 14D-1
36930Q101
(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 11 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: September 30, 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. Brilz
---------------------------------------------
Name: Stephen E. Brilz
Title: Assistant Secretary
(Page 9 of 11 Pages)
<PAGE>
CUSIP NO. 14D-1
36930Q101
EXHIBIT INDEX
-------------
DOCUMENT
NO. DESCRIPTION PAGE NO.
(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. (2)
(A)(13) Prospectus Supplement issued by Telewest dated August 20,
1998. (2)
(A)(14) Text of Press Release issued by Telewest dated August 28,
1998. (2)
(A)(15) Text of Press Release issued by Telewest dated September 1,
1998. (2)
(A)(16) Text of Press Release issued by Telewest dated September 1,
1998. (2)
(A)(17) Text of Press Release issued by Telewest dated September 1,
1998. (2)
(Page 10 of 11 Pages)
<PAGE>
CUSIP NO. 14D-1
36930Q101
(A)(18) Text of Press Release issued by General Cable dated September
4, 1998. (2)
(A)(19) Text of Press Release issued by Telewest dated September 7,
1998. (2)
(A)(20) Text of Press Release issued by Telewest dated September 11,
1998. (2)
(A)(21) Text of Press Release issued by Telewest dated September 30,
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 11 of 11 Pages)
EXHIBIT (a)(21)
TELEWEST COMMUNICATIONS PLC
("TELEWEST" OR "COMPANY")
BOARD CHANGES
Telewest announces the following Board changes which took effect today:
o Anthony Illsley has been formally appointed as Chief Executive Officer
and an Executive Director of Telewest.
o Victoria Hull has been appointed as an Executive Director of the Company.
o Tony Rice has been appointed as a non-executive Director of the Company.
o Miranda Curtis has been appointed as a non-executive Director of the
Company representing Tele-Communications International, Inc ("TINTA"), in
place of David Evans, who has resigned.
Mr. Illsley has today acquired 55,495 Telewest shares at a price of 136.25p per
share. In addition, he has today been granted options under the Telewest
Executive (No.1) Share Option Scheme over 22,388 Telewest shares and under the
Telewest Executive (No.2) Share Option Scheme over 1,306,273 shares; he has also
been awarded options under the Telewest Long Term Incentive Plan over 326,323
Telewest shares. These options are exercisable at prices of between 134p and
137.9p per share.
As a result of these Board changes, Telewest qualifies as a "foreign private
issuer" under the US securities laws. In the future, Telewest intends to comply
with the periodic reporting and other requirements applicable to a foreign
private issuer rather than to continue to be treated as a domestic US issuer.
However, Telewest intends to continue to publish audited annual and unaudited
quarterly financial statements prepared under both UK GAAP and US GAAP.
30 September 1998
Notes to Editors:
Mr. Illsley has been with PepsiCo, Inc. since 1984 and has been President of
Walkers Snack Foods Limited since 1995. Walkers Snack Foods is one of PepsiCo's
leading business units with a turnover of more than (pound)500 million and
employing approximately 4,000 people. Mr Illsley was previously President of
Pepsi-Cola Asia Pacific and spent 5 years as Pepsi-Cola's President in Japan,
restructuring the company's operations in this market and improving the
company's market share and profitability.
Ms. Hull has served as General Counsel and Company Secretary of Telewest since
July 1994. Prior to joining Telewest she was a solicitor in the corporate
department of Clifford Chance, where she qualified in 1987.
Mr. Rice has served as a non-executive director of General Cable PLC since
October 1997. He has recently been appointed Group Managing Director -
Commercial Aircraft at British Aerospace Plc ("BAe"), responsible for all of the
commercial aircraft activities of BAe, encompassing the Airbus, Avro and
Jetstream and Asset Management businesses. He is also a member of the BAe Group
Executive.
Ms. Curtis has been Executive Vice President of TINTA since September 1996 and
is responsible for overseeing TINTA's investments in cable networks, telephony
and programming in Japan, the UK and Continental Europe. Before joining TINTA in
1992, Ms Curtis worked for several years in the UK cable industry. Ms. Curtis is
also a non-executive director of Flextech plc.
For the time being, MJC Villaneau has elected not to be appointed to the Board
of Telewest.
Ends
30 September 1998
