<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
TELEWEST COMMUNICATIONS PLC
(Name of Issuer)
Ordinary Shares, par value 10 pence per share,
represented by American Depositary Shares, each
of which represents 10 Ordinary Shares
(Title of Class of Securities)
87956P 10 5*
--------------
(CUSIP Number)
Charles Y. Tanabe, Esq.
Senior Vice President and General Counsel,
Liberty Media Corporation
9197 South Peoria Street
Englewood, CO 80112
(720) 875-5400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
MAY 4, 2000
------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check the following box: [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
------------------------
*CUSIP No. 87956P 10 5 relates to the American Depositary Shares.
<PAGE> 2
875956P 10 5
--------------
(CUSIP Number)
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
LIBERTY MEDIA CORPORATION
(2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X]
(3) SEC Use Only
(4) Source of Funds
00
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization
Delaware
<TABLE>
<S> <C> <C>
Number of (7) Sole Voting Power 722,205,222 Ordinary Shares
Shares Beneficially 2,185,093 Limited Voting Shares
Owned by
Each Reporting Person
With
(8) Shared Voting Power 1,343,000,972 Ordinary Shares*
59,498,031 Limited Voting Shares*
(9) Sole Dispositive Power 722,205,222 Ordinary Shares
2,185,093 Limited Voting Shares
(10) Shared Dispositive Power 1,343,000,972 Ordinary Shares*
59,498,031 Limited Voting Shares*
</TABLE>
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,343,000,972 Ordinary Shares*
59,498,031 Limited Voting Shares*
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
(13) Percent of Class Represented by Amount in Row (11)
46.8% of Ordinary Shares
95.2% of Limited Voting Shares
(14) Type of Reporting Person
CO
* All of the subject Ordinary and Limited Voting Shares may be deemed to be
beneficially owned, for the purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), by Liberty Media Corporation by
virtue of the Revised Relationship Agreement referred to below and the Operating
Agreement referred to in the original statement which is amended hereby. The
filing of this Schedule 13D shall not be construed as an admission by Liberty
Media Corporation that it is, for the purposes of Section 13(d) of the Exchange
Act, the beneficial owner of the subject Ordinary and Limited Voting Shares as
to which it does not have sole voting and dispositive power.
2
<PAGE> 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 2)
Statement of
LIBERTY MEDIA CORPORATION
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
TELEWEST COMMUNICATIONS PLC
(Commission File No. 005-53921)
This Amendment No. 2 to Statement on Schedule 13D relates to the
ordinary shares, par value 10 pence per share (the "Ordinary Shares"), of
Telewest Communications plc, a public limited company incorporated under the
laws of England and Wales (the "Issuer" or "Telewest"). Items 2,3,5,6 and 7 of a
statement on Schedule 13D filed by Liberty Media Corporation, as amended by
Amendment No. 1, are hereby amended as set forth below. All other information
contained in such statement as amended remains correct.
ITEM 2. IDENTITY AND BACKGROUND
There has been no change to this Item except for the addition of the
following information:
Of the Ordinary Shares of the Issuer described herein as beneficially
owned by Liberty Media Corporation or its subsidiaries, 218,820,540 of the
Ordinary Shares are beneficially owned by Liberty Flex Holdings Ltd., an
indirect subsidiary of the Reporting Person, 39,945,721 of the Ordinary Shares
are beneficially owned by Liberty UK Holdings, Inc., an indirect subsidiary of
the Reporting Person, and 463,438,961 of the Ordinary Shares are attributed to
the Reporting Person as a result of the 50 percent interest of an indirect
subsidiary of the Reporting Person in TW Holdings, L.L.C., a Colorado limited
liability company ("TW Holdings"). Fifty percent of TW Holdings is beneficially
owned by Liberty UK, Inc., an indirect subsidiary of the Reporting Person
("Liberty UK"), and fifty percent by affiliates of MediaOne Group, Inc.
("MediaOne Group").
The shares of the Issuer that are beneficially owned by MediaOne Group
as a result of its subsidiaries' interest in TW Holdings, L.L.C. are owned
through its subsidiaries MediaOne UK Cable, Inc. ("UK Cable"), which owns
approximately 45.67 percent of TW Holdings, and MediaOne Cable Partnership
Holdings, Inc. ("Cable Partnership"), which owns approximately 4.33 percent of
TW Holdings. MediaOne Group also owns Ordinary Shares through two other indirect
subsidiaries. MediaOne Group, MediaOne International (as defined below), UK
Cable and Cable Partnership are referred to collectively herein as "MediaOne."
3
<PAGE> 4
Schedule 1 attached to this Statement contains the following
information concerning each director, executive officer or controlling person of
the Reporting Person: (i) name and residence or business address, (ii) principal
occupation or employment and (iii) the name, principal business and address of
any corporation or other organization in which such employment is conducted.
Schedule 1 is incorporated herein by reference.
To the knowledge of the Reporting Person, each of the persons named on
Schedule 1 (the "Schedule 1 Persons") (except David J.A. Flowers, who is a
Canadian citizen), is a United States citizen. During the last five years,
neither the Reporting Person nor any of the Schedule 1 Persons (to the knowledge
of the Reporting Person) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). During the last five years, neither
the Reporting Person nor any of the Schedule 1 Persons (to the knowledge of the
Reporting Person) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, is or was subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Schedule 2 attached to this Statement contains the following
information, which has been provided to the Reporting Person by AT&T Corp.
("AT&T") concerning each director, executive officer or controlling person of
AT&T: (i) name and residence or business address, (ii) principal occupation or
employment and (iii) the name, principal business and address of any corporation
or other organization in which such employment is conducted. Schedule 2 is
incorporated herein by reference.
Based upon information provided to the Reporting Person by AT&T, to the
knowledge of AT&T, each of the persons named on Schedule 2 (the "Schedule 2
Persons") is a United States citizen. During the last five years, neither AT&T
nor any of the Schedule 2 Persons (to the knowledge of AT&T) has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, neither AT&T nor any of the Schedule 2 Persons (to
the knowledge of AT&T) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, is or was subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Liberty Flex Holdings Ltd. acquired the additional Ordinary Shares
reported in Item 5(c) in exchange for 57,889,033 ordinary shares of Flextech
plc, an English public limited company ("Flextech"), as a result of a tender
offer by Telewest for all of the issued and outstanding shares of Flextech (the
"Tender Offer"). Holders of Flextech shares received 3.78 Telewest Ordinary
Shares for each Flextech ordinary share tendered for exchange.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
There has been no change in this Item except for the addition of the
following information:
(a)-(b) The Reporting Person beneficially owns 218,820,540 Ordinary
Shares of the Issuer through its indirect subsidiary Liberty Flex Holdings Ltd.,
39,945,721 Ordinary Shares through its indirect subsidiary Liberty UK Holdings,
Inc. and 463,438,961 Ordinary Shares as a result of the 50 percent interest of
4
<PAGE> 5
its indirect subsidiary Liberty UK in TW Holdings. MediaOne beneficially owns
620,795,750 Ordinary Shares indirectly through its 50 percent interest in TW
Holdings and through its wholly-owned subsidiaries.
The Reporting Person has sole voting and dispositive power with respect
to 722,205,222 Ordinary Shares and may be deemed to have shared voting and
dispositive power with MediaOne with respect to 1,343,000,972 Ordinary Shares as
a result of the Revised Relationship Agreement (as defined below) and the
Operating Agreement referred to in the original statement which is amended
hereby.
MediaOne has sole voting and dispositive power with respect to
620,795,750 Ordinary Shares and may be deemed to have shared voting and
dispositive power with the Reporting Person with respect to 1,343,000,972
Ordinary Shares as a result of the Revised Relationship Agreement and the
Operating Agreement.
The filing of this Amendment shall not be construed as an admission by
the Reporting Person that it is, for the purposes of Section 13(d) of the
Exchange Act, the beneficial owner of the Ordinary Shares that are beneficially
owned by MediaOne.
There has been no change in the Reporting Person's beneficial ownership
of Limited Voting Shares of the Issuer.
Based on information provided by the Issuer, the 1,343,000,972 Ordinary
Shares of the Issuer that are beneficially owned by the Reporting Person
represent 46.8% of the 2,870,912,770 Ordinary Shares of the Issuer that were
outstanding on May 4, 2000.
To the Reporting Person's knowledge, none of the Schedule 1 Persons or
Schedule 2 Persons has any interest in any securities of the Issuer as of the
date of the event requiring the filing of this Amendment.
(c) On May 4, 2000 Liberty Flex Holdings Ltd. acquired 218,820,540
Ordinary Shares pursuant to the Tender Offer. For each ordinary share of
Flextech tendered by Liberty Flex Holdings Ltd., it received 3.78 Telewest
Ordinary Shares. Except as described in this Item and Item 6, neither the
Reporting Person nor, to the knowledge of the Reporting Person, any of the
Schedule 1 Persons or Schedule 2 Persons, has executed transactions in Ordinary
Shares of the Issuer during the 60 days prior to May 4, 2000.
5
<PAGE> 6
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
There has been no change to this Item except for the addition of the
following information:
The Revised Existing Relationship Agreement dated as of March 3, 2000
(the "Revised Relationship Agreement") among Liberty Media International, Inc.
("Liberty International"), Liberty UK, Liberty UK Holdings, Inc., MediaOne
International Holdings, Inc., UK Cable, Cable Partnership, Microsoft Corporation
and Telewest became effective on April 18, 2000 when the Tender Offer was
declared unconditional by Telewest. The Revised Relationship Agreement generally
reflects the arrangements which were in place among Telewest, Liberty
International, Liberty UK and MediaOne under The 1999 Amended and Restated
Relationship Agreement dated as of May 21, 1999, with amendments made to add
certain provisions relating to the rights of affiliates of the Reporting Person
and MediaOne to maintain their combined percentage shareholdings in the Issuer
in connection with the Tender Offer, to delete certain restrictions on the
ability of the Reporting Person and MediaOne to compete with the Issuer and to
expand the permitted scope of the Issuer's business.
The Irrevocable and Exclusivity Agreement dated 27 January 2000 (the
"Irrevocable Agreement") among Telewest and subsidiaries of the Reporting Person
relating to the Tender Offer required Liberty International and Liberty Flex
Holdings Ltd. not to transfer or grant any rights in their Flextech shares other
than pursuant to the Tender Offer, and not to purchase or deal in securities of
Flextech, as long as certain deadlines with respect to the Tender Offer were
met. It also required Liberty Flex Holdings Ltd. and Liberty International to
accept the Tender Offer for their Flextech shares, not to exercise their right
to withdraw such acceptance, and to use reasonable endeavors to seek a favorable
tax opinion with respect to the Tender Offer, as long as certain deadlines were
met and other conditions were satisfied.
Revised articles of association of Telewest became effective on the
date on which Telewest declared the Tender Offer unconditional. Those articles
permit subsidiaries of the Reporting Person to designate three persons to
Telewest's board of directors (where previously they had the right to designate
two directors). Miranda Curtis and Graham Hollis have retained their positions
as directors of Telewest appointed by subsidiaries of the Reporting Person.
Robert Bennett has become the third representative of subsidiaries of the
Reporting Person on the Telewest board.
The foregoing descriptions of the Irrevocable Agreement, the Revised
Relationship Agreement and the Telewest articles of association are summaries
thereof and do not purport to be complete, and are qualified in their entirety
by the full text of the Irrevocable Agreement, the Revised Relationship
Agreement and the articles of association, which are included as Exhibits 1, 2
and 3 and incorporated by reference herein.
Other than as described above, to the best knowledge of the Reporting
Person there are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such persons
and any person with respect to any securities of Telewest, including, but not
limited to, transfer or voting of any securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss or the giving or withholding of proxies.
6
<PAGE> 7
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
(1) Irrevocable and Exclusivity Agreement dated January 27, 2000 among
Telewest Communications plc, Liberty Flex Holdings Ltd. (formerly named
United Artists European Holdings Ltd.) and Liberty Media International,
Inc.
(2) Revised Existing Relationship Agreement dated as of March 3, 2000 among
MediaOne International Holdings, Inc., Microsoft Corporation, MediaOne UK
Cable, Inc., MediaOne Cable Partnership Holdings, Inc., Liberty Media
International, Inc., Liberty UK Holdings, Inc., Liberty UK, Inc. and
Telewest Communications plc.
(3) Articles of Association of Telewest Communications plc.
</TABLE>
7
<PAGE> 8
SIGNATURE
After reasonable 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.
May 30, 2000 LIBERTY MEDIA CORPORATION
/s/ Charles Y. Tanabe
--------------------------------
Charles Y. Tanabe
Senior Vice President and
General Counsel
8
<PAGE> 9
SCHEDULE 1
DIRECTORS AND EXECUTIVE OFFICERS
OF
LIBERTY MEDIA CORPORATION
The name and present principal occupation of each director and
executive officer of Liberty Media Corporation ("Liberty Media") are set forth
below. The business address for each person listed below is c/o Liberty Media
Corporation, 9197 South Peoria Street, Englewood, Colorado 80112. Except for
David J.A. Flowers, who is a Canadian citizen, all executive officers and
directors listed on this Schedule 1 are United States citizens.
<TABLE>
<CAPTION>
Name Principal Occupation
---- --------------------
<S> <C>
John C. Malone Chairman of the Board and Director of Liberty Media; Director of AT&T Corp.
Robert R. Bennett President, Chief Executive Officer and Director of Liberty Media
Gary S. Howard Executive Vice President, Chief Operating Officer and Director of Liberty Media
Daniel E. Somers Director of Liberty Media; President and Chief Executive Officer of AT&T
Broadband, LLC
John C. Petrillo Director of Liberty Media; Executive Vice President, Corporate Strategy and
Business Development of AT&T Corp.
Larry E. Romrell Director of Liberty Media; Consultant to AT&T Broadband, LLC
Jerome H. Kern Director of Liberty Media; Chairman of the Board and Chief Executive Officer of
On Command Corporation
Paul A. Gould Director of Liberty Media; Managing Director of Allen & Company Incorporated
John D. Zeglis Director of Liberty Media; Director and President of AT&T Corp.; Chairman of
the Board and Chief Executive Officer of AT&T Wireless Group
David B. Koff Senior Vice President and Assistant Secretary of Liberty Media
Charles Y. Tanabe Senior Vice President, General Counsel and Assistant Secretary of Liberty Media
Carl E. Vogel Senior Vice President of Liberty Media
Peter Zolintakis Senior Vice President of Liberty Media
Vivian J. Carr Vice President and Secretary of Liberty Media
Kathryn Scherff Vice President and Controller of Liberty Media
David J.A. Flowers Vice President and Treasurer of Liberty Media
</TABLE>
<PAGE> 10
SCHEDULE 2
DIRECTORS AND EXECUTIVE OFFICERS
OF
AT&T CORP.
The name and present principal occupation of each director and
executive officer of AT&T Corp. are set forth below. The business address for
each person listed below is c/o AT&T Corp., 295 North Maple Avenue, Basking
Ridge, New Jersey 07920. All executive officers and directors listed on this
Schedule 2 are United States citizens.
<TABLE>
<CAPTION>
Name Title
---- -----
<S> <C>
C. Michael Armstrong Chairman of the Board, Chief Executive Officer and Director
Kenneth T. Derr Director; Chairman of the Board, Retired, Chevron Corporation
M. Kathryn Eickhoff Director; President of Eickhoff Economics, Inc.
Walter Y. Elisha Director; Retired Chairman and Chief Executive Officer of Springs Industries,
Inc.
George M. C. Fisher Director; Chairman of the Board, Eastman Kodak Company
Donald V. Fites Director; Chairman of the Board, Retired, of Caterpillar, Inc.
Amos B. Hostetter, Jr. Director; Chairman of the Board of Pilot House Associates
Ralph S. Larsen Director; Chairman of the Board and Chief Executive Officer of Johnson & Johnson
John C. Malone Director; Chairman of the Board of Liberty Media Corporation
Donald F. McHenry Director; President of The IRC Group, LLC
Michael I. Sovern Director; President Emeritus and Chancellor, Kent Professor of Law at Columbia
University
Sanford I. Weill Director; Chairman of the Board and Co-CEO of Citigroup Inc.
Thomas H. Wyman Director
John D. Zeglis President, AT&T Corp. and Chief Executive Officer, AT&T Wireless Group and
Director
Harold W. Burlingame Executive Vice President, Merger & Joint Venture Integration
James W. Cicconi Executive Vice President-Law & Governmental Affairs and General Counsel
Mirian M. Graddick Executive Vice President, Human Resources
Frank Ianna Executive Vice President and President, AT&T Network Services
Michael G. Keith Executive Vice President, AT&T Wireless Group
Richard J. Martin Executive Vice President, Public Relations and Employee Communication
</TABLE>
<PAGE> 11
<TABLE>
<CAPTION>
Name Title
---- -----
<S> <C>
David C. Nagel President, AT&T Labs & Chief Technology Officer
John C. Petrillo Executive Vice President, Corporate Strategy and Business Development
Richard R. Roscitt Executive Vice President and President, AT&T Business Services
Daniel E. Somers President and Chief Executive Officer, AT&T Broadband, LLC
</TABLE>
<PAGE> 12
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
(1) Irrevocable and Exclusivity Agreement dated January 27, 2000 among
Telewest Communications plc, Liberty Flex Holdings Ltd. (formerly named
United Artists European Holdings Ltd.) and Liberty Media International,
Inc.
(2) Revised Existing Relationship Agreement dated as of March 3, 2000 among
MediaOne International Holdings, Inc., Microsoft Corporation, MediaOne UK
Cable, Inc., MediaOne Cable Partnership Holdings, Inc., Liberty Media
International, Inc., Liberty UK Holdings, Inc., Liberty UK, Inc. and
Telewest Communications plc.
(3) Articles of Association of Telewest Communications plc.
</TABLE>
