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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 5)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934 AND
SCHEDULE 13D
(AMENDMENT NO. 7)
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 (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 9 Pages)
<PAGE>
<TABLE>
<CAPTION>
CUSIP NO. 14D-1
36930Q101
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<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 BOXS 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
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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(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 9 Pages)
<PAGE>
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
- ------- ---------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOXS IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- ------- ---------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
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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
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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
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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 9 Pages)
<PAGE>
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 BOXS IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- ------- ---------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
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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
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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
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</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 9 Pages)
<PAGE>
CUSIP NO. 14D-1
36930Q101
This Amendment No. 5 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. 5 to Tender Offer Statement on Schedule 14D-1 supplements
Items 10(f) and 11 of the Schedule 14D-1, filed by Telewest on June 29, 1998,
and also constitutes Amendment No. 7 to the Schedule 13D filed by Telewest, TCI
and MediaOne relating to General Cable.
ITEM 10 ADDITIONAL INFORMATION
The response to Item 10(f) is supplemented as follows:
On August 28, 1998, Telewest issued a Press Release relating to the
Offer, the text of which is attached hereto as exhibit (a)(14) 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)
(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 9 Pages)
<PAGE>
CUSIP NO. 14D-1
36930Q101
(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. (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 9 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: August 28, 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 9 Pages)
<PAGE>
CUSIP NO. 14D-1
36930Q101
EXHIBIT INDEX
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DOCUMENT
NO. DESCRIPTION PAGE NO.
(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. (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. (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)
(Page 8 of 9 Pages)
<PAGE>
CUSIP NO. 14D-1
36930Q101
(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 9 of 9 Pages)
` Exhibit (a)(14)
Not for release, publication or distribution
in or into Canada, Australia or Japan
TELEWEST COMMUNICATIONS PLC ("TELEWEST")
TELEWEST'S RECOMMENDED OFFER ("OFFER")
FOR GENERAL CABLE PLC ("GENERAL CABLE")
Telewest announces that:
1. As at 3.00 p.m. today, valid acceptances of the Offer had been received
in respect of 333,039,388 General Cable shares (including General Cable
shares represented by General Cable ADSs), representing approximately
91.04 per cent. of General Cable's issued share capital.
2. As envisaged in its announcement on 19 August 1998, Telewest has today
reduced the percentage threshold in condition 1 of the Offer (set out
in Part A of Appendix I of the Offer Document sent to holders of
General Cable securities on 29 June 1998) from 90 per cent. to 75 per
cent.
3. Telewest intends to declare the Offer unconditional at 7.30 a.m. on
Tuesday 1 September 1998, subject to the 721,524,241 new Telewest
shares to be issued in connection with the Offer and Pre-emptive Issue
being admitted to the Official List of the London Stock Exchange
Limited ("Admission"). Admission is expected to become effective and
dealings in the new Telewest shares are expected to commence at 9.00
a.m. on Tuesday 1 September 1998 at which point the Offer will become
unconditional in all respects.
4. 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 9.00 a.m. on Tuesday 1 September 1998, unless further
extended.
5. The Mix and Match Election is expected to close at 11.59 p.m. (New York
time) on Sunday 6 September 1998 (five calendar days following the date
the Offer becomes unconditional in all respects). Holders of General
Cable securities accepting the Offer after the Mix and Match Election
closes 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
likely terms thereof, General Utilities Holdings 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
<PAGE>
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.
8. Unless otherwise stated, all references to time in this announcement
are to London time.
28 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
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.
