<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 1)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934 AND
SCHEDULE 13D
(AMENDMENT NO. 3)
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 7 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").
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)
<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 3 of 7 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 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 4 of 7 Pages)
<PAGE>
- ---------------------- ----------------------
CUSIP NO. 14D-1
36930Q101
- ---------------------- ----------------------
This Amendment No. 1 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. 1 to Tender Offer Statement on Schedule 14D-1 supplements
Item 11 of the Schedule 14D-1, filed by Telewest on June 29, 1998, and also
constitutes Amendment No. 3 to the Schedule 13D filed by Telewest, TCI and
MediaOne relating to General Cable. Except as set forth below, the information
in the Schedule 14D-1 and Schedule 13D remains as stated therein and 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)
(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) Filed herewith.
(Page 5 of 7 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: July 2, 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 6 of 7 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)
(a)(9) Text of Press Release issued by Telewest dated June 29,1998.(2)
(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).
(2) Filed herewith.
(Page 7 of 7 Pages)
<PAGE>
Exhibit (a)(9)
Not for release, publication or distribution in or into Canada,
Australia or Japan.
Telewest Communications plc ("Telewest")
Recommended merger with General Cable PLC ("General Cable")
and Pre-emptive Issue by way of open offer to raise approximately
(Pounds)241 million
Pre-conditions satisfied and documents posted
Telewest announces that:
* the pre-conditions contained in the proposed recommended offer for General
Cable, which was announced on 15 April 1998, have all been satisfied;
* the formal documentation relating to the Offer is being posted to Telewest
and General Cable shareholders today; and
* the formal documentation relating to the Pre-emptive Issue (which will be
made by way of an open offer) and the EGM is being posted to Telewest
shareholders today.
Expected timetable
The timetable for the Offer and the Pre-emptive Issue is expected to be as
follows:
<TABLE>
<CAPTION>
Event Time and date Notes
(London time unless stated
otherwise)
<S> <C> <C>
Record Date for Pre-emptive Issue with respect to 5.00pm on 23 June 1998
Telewest shares and Telewest Convertible Preference
shares
Record Date for Pre-emptive Issue in relation to 5.00pm (New York City
Telewest ADSs time) on 2 July 1998
Latest time for receipt of Forms of Proxy for the EGM 10.00am on 26 July 1998
Extraordinary General Meeting 10.00am on 28 July 1998
Latest time and date for the splitting of Application 3.00pm on 11 August 1998 1
Forms (to satisfy bona fide market claims only)
First closing date for the Offer 3.00pm on 13 August 1998 2
Latest time and date for the receipt of completed 3.00pm on 13 August 1998 3
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Application Forms and payment in full under the
Pre-emptive Issue
Dealings in new Telewest shares to commence on the On the business day
London Stock Exchange and quotations of new Telewest following the date on which the
ADSs to commence on Nasdaq Pre-emptive Issue closes and the
Offer is declared unconditional
in all respects
Expected date of despatch of share and ADR Within ten business days
certificates of (and crediting of CREST accounts, if the date on which the Offer
applicable) pursuant to the Pre-emptive Issue becomes or is declared
unconditional in all respects
</TABLE>
Notes:
1. This time and date may be extended from time to time by press release
issued by Telewest and will, in any event, fall on the date two business
days preceding the acceptance and payment date then in effect.
2. At this date the Offer may lapse, be extended or be declared unconditional
in all respects. The Offer shall not (except with the Panel's consent) be
capable of becoming unconditional in all respects after 28 August 1998.
However, Telewest reserves the right, if appropriate, to seek the Panel's
approval to extend the date for satisfaction of all of the conditions to
the Offer to 18 September 1998 or such later date as the Panel may agree.
3. This time and date may be extended from time to time by press release
issued by Telewest not later than five calendar days prior to the
acceptance and payment date then in effect. Telewest intends to extend the
acceptance and payment date as may be necessary to coincide with the date
on which Telewest intends to declare the Offer unconditional in all
respects.
Further information on the Pre-emptive Issue
An application to subscribe for new Telewest shares is personal to the
Qualifying Telewest shareholder named on the form and cannot be assigned,
transferred or split except up to 3.00pm (London time) on 11 August 1998 (or
3.00pm (London time) on the day two business days before such later time and/or
date to which the Pre-emptive Issue may be extended) to satisfy bona fide market
claims in relation to purchases of Telewest shares through the London Stock
Exchange prior to the date on which the Telewest shares are marked "ex" the
entitlement to the Pre-emptive Issue.
29 June 1998
- ---------------------------------------------------------------------------
Press enquiries
Telewest 01483 750900 General Cable 0171 393 2828
Gary Ames David Miller
David Van Valkenburg
Charles Burdick
Schroders 0171 658 6000 BT Wolfensohn 0171 982 3720
<PAGE>
J.J. McNeil Andrew Grabowski
James Steel
Dewe Rogerson 0171 638 9571 Hill & Knowlton 0171 413 3018
Anthony Carlisle Paul Taffe
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 or the Pre-emptive Issue.
BT Wolfensohn, which is regulated in the UK by The Securities and Futures
Authority Limited, is acting for General Cable and no one else in connection
with the Offer and will not be responsible to anyone other than General Cable
for providing the protections afforded to customers of BT Wolfensohn or for
giving advice in relation to the Offer.
The Offer and the Pre-emptive Issue will be made only by means of formal
documentation which in the US will include a prospectus. Copies of such formal
documentation relating to the Offer and the Pre-emptive Issue will be available
from Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York 10022,
telephone 001 212 750 5833 or call toll free (within the US) 888 750 5834 and
from Schroders, 120 Cheapside, London, EC2V 6DS, telephone 0171 658 6000.
