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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 2)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934 AND
SCHEDULE 13D
(AMENDMENT NO. 4)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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GENERAL CABLE PLC
(NAME OF SUBJECT COMPANY)
TELEWEST COMMUNICATIONS PLC
(BIDDER)
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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)
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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)
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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 following pages)
(Page 1 of 7 Pages)
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CUSIP NO. 14D-1
36930Q101
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1 NAME OF REPORTING PERSON: TELEWEST COMMUNICATIONS PLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: NOT APPLICABLE
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCES OF FUNDS 00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: ENGLAND AND
WALES
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
146,785,916 ordinary shares*
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 7 EXCLUDES [_]
CERTAIN SHARES
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7:
40.2%*
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10 TYPE OF REPORTING PERSON:
CO
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* 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").
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 2 of 7 Pages)
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CUSIP NO. 14D-1
36930Q101
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1 NAME OF REPORTING PERSON: TELE-COMMUNICATIONS, INC.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: NOT APPLICABLE
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[_]
(b)[X]
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3 SEC USE ONLY
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4 SOURCES OF FUNDS WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
146,785,916*
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 7 EXCLUDES [_]
CERTAIN SHARES
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7:
40.2%*
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10 TYPE OF REPORTING PERSON:
CO
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* 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 3 of 7 Pages)
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CUSIP NO. 14D-1
36930Q101
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1 NAME OF REPORTING PERSON: MEDIAONE GROUP, INC.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: NOT APPLICABLE
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCES OF FUNDS WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
146,785,916*
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 7 EXCLUDES [_]
CERTAIN SHARES
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7:
40.2%*
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10 TYPE OF REPORTING PERSON:
CO
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* 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 7 Pages)
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CUSIP NO. 14D-1
36930Q101
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This Amendment No. 2 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 (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"), 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. 2 to Tender Offer Statement on Schedule 14D-1 supplements
Items 4, 10 and Item 11 of the Schedule 14D-1, filed by Telewest on June 29,
1998, and also constitutes Amendment No. 4 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 4, 1998, Telewest issued a Press Release the text of which is
attached hereto as exhibit (a)(10) (the "Press Release").
The third paragraph of the Press Release 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 11MATERIAL 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)
(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.
(3)
(Page 5 of 8 Pages)
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CUSIP NO. 14D-1
36930Q101
(a)(11) Letter, dated August 4, 1998, from MediaOne, Tele-
Communications International, Inc. and Cox Communications, Inc.
to Telewest. (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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(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)
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CUSIP NO. 14D-1
36930Q101
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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 4, 1998
TELEWEST COMMUNICATIONS PLC
By: /s/ Charles Burdick
--------------------------------
Name:Charles Burdick
Title:Group Finance Director
TELE-COMMUNICATIONS, INC.
By: /s/ Stephen M. Brett
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Name:Stephen M. Brett
Title:Executive Vice President
MEDIAONE GROUP, INC.
By: /s/ Stephen E. Brilz
--------------------------------
Name:Stephen E. Brilz
Title:Assistant Secretary
(Page 7 of 8 Pages)
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CUSIP NO. 14D-1
36930Q101
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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<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)
(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.(3)
(a)(11) Letter, dated August 4, 1998, from MediaOne, Tele-Communications
International, Inc. and Cox Communications, Inc. to Telewest. (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.
</TABLE>
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(l) Incorporated by reference to the Registration Statement on Form S-4 of
Telewest (File No. 333-50201).
(2) Filed previously.
(3) Filed herewith.
(Page 8 of 8 Pages)
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Not for release, publication or distribution in or into Canada, Australia or
Japan.
EXHIBIT (a)(10)
Telewest Communications plc ("Telewest")
Telewest's recommended offer
for General Cable PLC ("General Cable")
Telewest has today commenced the process (described in the documents sent to
shareholders of Telewest and General Cable on 29 June 1998) whereby General
Cable will sell the shares which it holds in Birmingham Cable Corporation
Limited ("Birmingham") to Telewest, subject to the operation of the pre-emption
provisions in Birmingham's Articles of Association. This process is expected to
take approximately six weeks. In connection therewith, the Board of Telewest
announces the following matters, each of which it has agreed with General Cable
and The Panel on Takeovers and Mergers (the "Panel"):
(a) The last date on which condition 1 of the Offer (set out in Part A of
Appendix 1 of the Offer Document dated 29 June 1998) (the "Acceptance
Condition") may be satisfied and the Offer may become or be declared wholly
unconditional is hereby extended, in accordance with the terms and
conditions of the Offer, from 13 August 1998 to 18 September 1998 although
Telewest may declare the Offer wholly unconditional before that date;
(b) The Initial Offer Period (during which shareholders will have the right to
withdraw their acceptances of the Offer in accordance with paragraph 3 of
Part B of Appendix 1 of the Offer Document) is extended and will expire at
3.00 p.m. (London time), 10.00 a.m. (New York time) on 28 August 1998,
unless further extended;
(c) Telewest currently intends (not later than the last date on which the Offer
may become or be declared wholly unconditional) to reduce the percentage
threshold in the Acceptance Condition from 90% to 75% (or such lesser
percentage as Telewest may decide, being no less than 50%) and in the event
it so reduces such threshold, Telewest will announce that it has reserved
the right to do so (and the consequences of the reservation of that right
to General Cable securityholders) at least five US business days prior to
any such reduction (as contemplated in documents sent to securityholders of
Telewest and General Cable on 29 June 1998)); and
(d) The Panel has confirmed that Telewest will be under no obligation to waive
or treat as fulfilled any of the then outstanding conditions to the Offer
prior to 18 September 1998 (or such later date as the Panel may agree) and
Telewest has indicated to the Panel that it does not currently expect to
invoke any of conditions 6 to 13 of the Offer so as to cause the Offer to
lapse, although it reserves the right to do so.
The latest time and date for acceptance and payment under the Pre-emptive Issue
is extended from 3.00 p.m. (London time) on 13 August 1998 to 3.00 p.m. (London
time) on 28 August 1998 and the latest time and date for the splitting of
Application Forms under the Pre-emptive Issue from 3.00 p.m. (London time) on 11
August 1998 to 3.00 p.m. (London time) on 26
<PAGE>
August 1998. Telewest reserves the right to extend these times and dates by
press release not later than five calendar days prior to the acceptance and
payment date then in effect, as set out in the documents sent to Telewest
securityholders on 29 June 1998 in connection with the Pre-emptive Issue.
In addition, pursuant to the terms of the Subscription Agreement between
Telewest, MediaOne Group, Inc., Tele-Communications, Inc. and Cox
Communications, Inc., MediaOne, Tele-Communications and Cox have consented to
the extension of the Offer and the intended reduction in the threshold of the
Acceptance Condition described above.
The Board of Telewest also announces that as at 3.00 p.m. (London time) on 3
August 1998, valid acceptances of Telewest's recommended offer for General Cable
(the "Offer") had been received in respect of 155,365,982 General Cable shares
(representing approximately 42.5 per cent. of General Cable's issued share
capital).
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.
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 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.
4 August 1998
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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
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.
<PAGE>
Exhibit (a)(11)
From: MediaOne Group Inc.
Tele-Communications International, Inc.
Cox Communications, Inc.
To: Telewest Communications plc
Date:
Dear Sirs,
We refer to the subscription agreement between ourselves and yourselves dated as
of 15 March 1998 (the Agreement). Terms and expressions defined in the Agreement
have the same meaning when used herein.
We hereby agree to:
1. Telewest extending the first closing date of the Offer to 18 September
1998:
2. Telewest reducing the minimum level of acceptance under the Offer from 90%
to 75%.
We also hereby agree that the reference in Clause 2.1(d) of the Agreement to "15
September 1998" shall be deleted and replaced with "18 September 1998".
Yours faithfully,
/s/ A. Gary Ames
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MediaOne Group Inc.
/s/ Stephen M. Brett
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Tele-Communications International, Inc.
/s/ Dallas Clement
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Cox Communications, Inc.
We hereby agree to the foregoing
/s/ Charles Burdick
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Telewest Communications plc
1
