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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 6)
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934 and
SCHEDULE 13D
(Amendment No. 8)
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
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(Continued on following pages)
(Page 1 of 10 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:
342,314,568 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:
93.56%*
- ------- ---------------------------------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON:
CO
- ------- ---------------------------------------------------------------------------------------------------------
* See Item 6.
(Page 2 of 10 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:
342,314,568*
- ------- ---------------------------------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 7 EXCLUDES CERTAIN SHARES [ ]
- ------- ---------------------------------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7:
93.56%*
- ------- ---------------------------------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON:
CO
- ------- ---------------------------------------------------------------------------------------------------------
* Such 342,314,568 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 10 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:
342,314,568*
- ------- ---------------------------------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 7 EXCLUDES CERTAIN SHARES [ ]
- ------- ---------------------------------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7:
93.56%*
- ------- ---------------------------------------------------------------------------------------------------------
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 10 Pages)
<PAGE>
CUSIP NO. 14D-1
36930Q101
This Amendment No. 6 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. 6 to Tender Offer Statement on Schedule 14D-1 supplements
Items 4, 6(a), 10(f) and 11 of the Schedule 14D-1, filed by Telewest on June 29,
1998, and also constitutes Amendment No. 8 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 4 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The response to Item 4 is supplemented as follows:
On September 1, 1998, Telewest issued a Press Release relating to its
Pre-emptive Issue, the text of which is attached hereto as exhibit (a)(15) and
is incorporated herein by reference.
ITEM 6 INTEREST IN SECURITIES OF THE SUBJECT COMPANY
The response to Item 6(a) is supplemented as follows:
The Offer has been declared unconditional in all respects. The Initial Offer
Period has expired and the Subsequent Offer Period for the Offer has begun.
Holders of General Cable shares (including General Cable shares represented by
General Cable ADSs) who had accepted the Offer, and not properly withdrawn their
acceptances, by 9:00 a.m. (London time) on September 1, 1998, will be paid the
Offer consideration promptly. As of such time, valid acceptances of the Offer
had been received in respect of 342,314,568 General Cable shares (including
General Cable shares represented by General Cable ADSs), representing
approximately 93.56% of General Cable's issued share capital. Holders who accept
the Offer during the Subsequent Offer Period will be paid the Offer
consideration promptly after the receipt of such acceptances complete in all
respects. Holders of General Cable shares and/or General Cable ADSs do not have
the right to withdraw their acceptances of the Offer during the Subsequent Offer
Period.
On September 1, 1998, Telewest issued two Press Releases relating to
the Offer, the first of which stated that (among other things) Admission was
expected at 9:00 a.m. on September 1, 1998, and the later stated that (among
other things) the Offer had become unconditional in all respects and announced
the expiry of the Initial Offer Period. The text of each of these Press Releases
is attached hereto as exhibit (a)(16) and (a)(17), respectively, and is
incorporated herein by reference.
ITEM 10 ADDITIONAL INFORMATION
The response to Item 10(f) is supplemented as follows:
(Page 5 of 10 Pages)
<PAGE>
CUSIP NO. 14D-1
36930Q101
On September 1, 1998, Telewest issued two Press Releases relating to
the Offer, the first of which stated that (among other things) Admission was
expected at 9:00 a.m. on September 1, 1998, and the later stated that (among
other things) the Offer had become unconditional in all respects and announced
the expiry of the Initial Offer Period. The text of each of these Press Releases
is attached hereto as exhibit (a)(16) and (a)(17), respectively, 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)
(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. (3)
(a)(16) Text of Press Release issued by Telewest dated
September 1, 1998. (3)
(a)(17) Text of Press Release issued by Telewest dated
September 1, 1998. (3)
(b) Not applicable.
(Page 6 of 10 Pages)
<PAGE>
CUSIP NO. 14D-1
36930Q101
(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 7 of 10 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 1, 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 8 of 10 Pages)
<PAGE>
EXHIBIT INDEX
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. (2)
(a)(15) Text of Press Release issued by Telewest dated September 1, 1998. (3)
(a)(16) Text of Press Release issued by Telewest dated September 1, 1998. (3)
(a)(17) Text of Press Release issued by Telewest dated September 1, 1998. (3)
(Page 9 of 10 Pages)
<PAGE>
(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 10 of 10 Pages)
Exhibit (a)(15)
---------------
Not for release, publication or distribution in or into Canada,
Australia or Japan
TELEWEST COMMUNICATIONS PLC ("TELEWEST")
CLOSURE OF PRE-EMPTIVE ISSUE
Telewest announces that, as envisaged in its announcements on 4 August and 19
August 1998, its Pre-emptive Issue closed at 3pm on Friday 28 August 1998.
At that time, Telewest had received applications for 221,501,992 new Telewest
shares at 92.5 pence per share, representing approximately 85.0 per cent. of the
new Telewest shares available under the Pre-emptive Issue. New Telewest shares
which have not been applied for will be taken up by MediaOne Group, Inc.,
Tele-Communications International, Inc. and Cox Communications, Inc. in
accordance with their commitments under the Subscription Agreement.
The Directors expect that the new Telewest shares issued in connection with the
Pre-emptive Issue (and in connection with Telewest's Offer for General Cable)
will be admitted to the Official List of the London Stock Exchange Limited, and
that dealings will commence, at 9.00 a.m. today.
1 September 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.
Exhibit (a)(16)
---------------
Not for release, publication or distribution in or into Canada,
Australia or Japan
(for release at 7.30 a.m.)
TELEWEST COMMUNICATIONS PLC ("TELEWEST")
TELEWEST'S RECOMMENDED OFFER FOR GENERAL CABLE PLC ("GENERAL
CABLE") DECLARED UNCONDITIONAL SUBJECT TO ADMISSION
Further to the announcement on 28 August 1998, Telewest announces that:
1. It has today declared its recommended offer for General Cable (the
"Offer") unconditional 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 at 9.00 a.m.
today and the Offer and Pre-emptive Issue will become unconditional in
all respects (and withdrawal rights terminate) at that point.
2. As at 3.00 p.m. on 31 August 1998, valid acceptances of the Offer had
been received in respect of 341,954,378 General Cable shares (including
General Cable shares represented by General Cable ADSs) representing
approximately 93.47 per cent. of General Cable's issued share capital.
3. 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.
4. 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
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.
5. All references to time in this announcement are to London time.
<PAGE>
1 September 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.
2
Exhibit (a)(17)
---------------
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") BECOMES UNCONDITIONAL IN ALL RESPECTS
Further to the announcements on 28 August 1998 and earlier today, Telewest
announces that:
1. Following Admission of the 721,524,241 new Telewest shares issued in
connection with the Offer and Pre-emptive Issue, the Offer and
Pre-emptive Issue are now unconditional in all respects.
2. The Mix and Match Election will remain open until 11.59 p.m. (New York
time) on Sunday 6 September 1998. Holders of General Cable securities
accepting the Offer after that date will receive the basic terms of the
Offer.
3. The Offer will remain open for acceptance until further notice. Before
closing the Offer, Telewest will give not less than 14 calendar days'
notice in writing to those holders of General Cable securities who have
not accepted the Offer.
4. Telewest intends to apply the provisions of Sections 428 and 430F of
the Companies Act 1985 to acquire compulsorily any outstanding General
Cable shares (including General Cable shares represented by General
Cable ADSs) and to apply for the cancellation of the listing of General
Cable shares on the London Stock Exchange Limited and the quotation of
General Cable ADSs on Nasdaq.
5. The Initial Offer Period expired at 9.00 a.m. today. At that time,
valid acceptances of the Offer had been received in respect of
342,314,568 General Cable shares (including General Cable shares
represented by General Cable ADSs) representing approximately 93.56 per
cent. of General Cable's issued share capital.
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
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.
<PAGE>
1 September 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.
