SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) September 1, 1998
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Telewest Communications plc
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(Exact Name of Registrant as Specified in Its Charter)
England and Wales
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(State or Other Jurisdiction of Incorporation)
0-26840 Not Applicable
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(Commission File Number) (IRS Employer Identification No.)
Genesis Business Park, Albert Drive, Woking, Surrey GU21 5RW, United Kingdom
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(Address of Principal Executive Offices) (Zip Code)
011-44-1483-750-900
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 1, 1998, Telewest Communications plc ("Telewest") declared
its recommended offer (the "Offer") for General Cable PLC ("General Cable")
unconditional in all respects. The Offer was made for all of the General Cable
shares and ADSs on the basis of 1.243 new Telewest ordinary shares and 65 pence
in cash for each General Cable share (including General Cable shares represented
by ADSs). Pursuant to the Offer, Telewest may issue up to 454,181,467 of its
Ordinary Shares (including shares in the form of ADSs) to tendering holders of
General Cable shares and ADSs ("General Cable Holders"). The consideration
payable by Telewest in connection with the Offer also consists of
(pound)240,996,157 in cash and the assumption of approximately (pound)275
million of General Cable net debt. General Cable Holders who had accepted the
Offer, and not properly withdrawn their acceptances, by 9:00 a.m. (London time)
on September 1, 1998, were entitled to 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. General Cable Holders who accept the Offer after such time will
be entitled to receive their Offer consideration promptly after the receipt of
such acceptances.
The cash consideration payable to General Cable Holders was raised
through Telewest's pre-emptive issue (by way of open offer) of an aggregate of
260,665,436 new Telewest ordinary shares (including those in the form of ADSs)
to Telewest's existing shareholders (the "Pre-emptive Issue"). The Pre-emptive
Issue closed on August 28, 1998.
On September 1, 1998, Telewest issued two press releases relating to
the Offer, the first of which stated that (among other things) the new Telewest
ordinary shares issuable in connection with the Offer and the Pre-emptive Issue
were expected to be admitted to the Official List of the London Stock Exchange
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
expiration of the Initial Offer Period. The text of each of these press releases
is filed herewith as Exhibits 99.1 and 99.2, respectively, and is incorporated
herein by reference. Telewest issued a third press release on September 1, 1998,
relating to its Pre-emptive Issue, the text of which is filed herewith as
Exhibit 99.3 and is incorporated herein by reference.
ITEM 5. OTHER EVENTS.
On September 15, 1998, Telewest issued a press release relating to a
conditional agreement entered into by MediaOne International Holdings, Inc.
("MediaOne"), an affiliate of MediaOne Group, Inc., and Southwestern Bell
International Holdings (UK-1) Corporation ("SBC"), an affiliate of SBC
Communications, Inc., whereby MediaOne agreed to acquire up to 180,000,000
Telewest shares from SBC. The text of this press release is filed herewith as
Exhibit 99.4, and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired
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To be filed by amendment within the time period permitted by
this Item, if required.
(b) Pro forma financial statements
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To be filed by amendment within the time period permitted by
this Item, if required.
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(c) Exhibits
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Exhibit 99.1 Text of Press Release issued by Telewest
on September 1, 1998.
Exhibit 99.2 Text of Press Release issued by Telewest
on September 1, 1998.
Exhibit 99.3 Text of Press Release issued by Telewest
on September 1, 1998.
Exhibit 99.4 Text of Press Release issued by Telewest
on September 15, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TELEWEST COMMUNICATIONS PLC
Date: September 15, 1998 By: /s/ Charles Burdick
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Name: Charles Burdick
Title: Group Finance Director
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EXHIBIT INDEX
Exhibit No. Description Page No.
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99.1 Text of Press Release issued by Telewest on
September 1, 1998.
99.2 Text of Press Release issued by Telewest on
September 1, 1998.
99.3 Text of Press Release issued by Telewest on
September 1, 1998.
99.4 Text of Press Release issued by Telewest on
September 15, 1998.
EXHIBIT 99.1
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.
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1 September 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.
2
EXHIBIT 99.2
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.
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1 September 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.
EXHIBIT 99.3
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
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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.
EXHIBIT 99.4
Not for release, publication or distribution in or into Canada, Australia or
Japan
TELEWEST COMMUNICATIONS PLC ("TELEWEST" OR "COMPANY")
MEDIAONE INCREASES ITS HOLDING IN TELEWEST
Telewest announces that MediaOne International Holdings, Inc. entered into a
conditional agreement on 10 September 1998 to acquire up to 180,000,000 Telewest
shares (the "Sale Shares") at a price of US$2.25 per Telewest share from
Southwestern Bell International Holdings (UK-1) Corporation ("SBC"). The exact
number of shares to be acquired will be determined over the coming weeks. Under
the terms of the Company's relationship agreement with certain of its major
corporate shareholders, Tele-Communications International, Inc. ("TINTA") has
rights of first offer with MediaOne over the Sale Shares.
Following the issue of ordinary shares in the Company pursuant to (i) conversion
of all the Company's convertible preference shares, (ii) the Pre-emptive Issue
and (iii) the Offer for General Cable (assuming the exercise of all outstanding
General Cable options and full acceptance of the Offer), and assuming the
purchase by MediaOne of all the Sale Shares, the Company's major corporate
shareholder groups are expected to own the following number of shares in the
Company's enlarged ordinary share capital:
SHARES %
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MediaOne 643,438,960 29.99%
+
TINTA 463,438,961 21.60%
Cox 253,765,818 11.83%
Vivendi 135,663,713 6.32%
SBC 27,392,584 1.28%
It is expected that MediaOne and TINTA's respective holdings will continue to be
held through TW Holdings, LLC (giving TW Holdings, LLC an interest of 51.59%).
The agreement under which Cox Communications, Inc. ("Cox") agreed to contribute
shares in the Company to TW Holdings, LLC (as described in the Company's
Disclosure Document dated 29 June 1998) has now been terminated.
On 14 September 1998, Telewest received notification from MediaOne Group, Inc.,
MediaOne International Holdings, Inc., MediaOne UK Cable, Inc., MediaOne Cable
Partnership Holdings, Inc. and TW Holdings, LLC in accordance with sections 198
to 208 of the Companies Act 1985 (the "Act"). Such notification states that
MediaOne Group, Inc., MediaOne International Holdings, Inc., MediaOne UK Cable,
Inc., and MediaOne Cable Partnership Holdings, Inc. were interested, for the
purposes of sections 198 to 202 of the Act and/or by virtue of sections 204 and
<PAGE>
205 of the Act, in 1,388,036,323 ordinary shares in the capital of the Company.
15 September 1998
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PRESS ENQUIRIES
TELEWEST 01483 750900
Charles Burdick
J. HENRY SCHRODER & CO. LIMITED ("SCHRODERS") 0171 658 6000
James Steel
DEWE ROGERSON 0171 638 9571
Anthony Carlisle
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,
the Pre-emptive Issue and Conversion 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, the Pre-emptive Issue and
Conversion.
