UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 2, 1997 (March 21, 1997)
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Date of Report (Date of earliest event reported)
NYNEX CABLECOMMS GROUP PLC
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(Exact name of registrant as specified in its charter)
England and Wales 0-25638 98-0151138
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
NYNEX CABLECOMMS GROUP INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-25690 98-0151139
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
The Tolworth Tower, Ewell Road, Surbiton, Surrey, United Kingdom KT6 7ED
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 44-181-873-2000
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
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NYNEX CableComms Group Inc. ("NYNEX CableComms US") has entered into an
Agreement and Plan of Merger dated as of March 21, 1997 (the "Merger Agreement")
with Cable & Wireless Communications plc ("CWC") and Cable & Wireless
Communications Delaware Inc. ("Merger Sub"). Pursuant to the Merger Agreement,
subject to (i) the offers by CWC to purchase all the shares of
Common Stock of NYNEX CableComms US and all the Ordinary Shares of NYNEX
CableComms Group PLC becoming or being declared unconditional in all respects,
(ii) the requisite approvals of the merger by the shareholders of NYNEX
CableComms US and (iii) the satisfaction of certain other conditions, Merger Sub
will merge with and into NYNEX CableComms US and NYNEX CableComms US will be the
surviving corporation and a wholly-owned subsidiary of CWC. In the merger, each
share of Common Stock of the NYNEX CableComms US (other than shares owned by
CWC, shares owned by NYNEX CableComms US as treasury shares or by any of its
subsidiaries and shares for which appraisal rights, if any, have been properly
asserted under Section 262 of the Delaware General Corporation Law) will be
converted into the right to receive 0.036746 of an Ordinary Share of CWC (or at
the election of the shareholder, 0.007349 of an American Depositary Share of CWC
representing five Ordinary Shares of CWC).
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
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2. Agreement and Plan of Merger dated as of March 21, 1997
among Registrant, Cable & Wireless Communications plc and
Cable & Wireless Communications Delaware Inc. is
incorporated herein by reference to Appendix I to the
Proxy Statement of NYNEX CableComms Group PLC and NYNEX
CableComms Group Inc. dated March 24, 1997.
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrants have duly caused this Current Report to be signed on
its behalf by the undersigned thereunto duly authorized.
NYNEX CABLECOMMS GROUP PLC
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(Registrant)
By /s/ Paul H. Repp
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Paul H. Repp
Chief Legal and Regulatory
Officer and Company Secretary
NYNEX CABLECOMMS GROUP INC.
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(Registrant)
By /s/ Paul H. Repp
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Paul H. Repp
Chief Legal and Regulatory
Officer and Company Secretary
Date: April 2, 1997
EXHIBIT INDEX
Sequentially
Exhibit Numbered Page
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2. Agreement and Plan of Merger dated as of
March 21, 1997 among Registrant, Cable &
Wireless Communications plc and Cable &
Wireless Communications Delaware Inc. is
incorporated herein by reference to
Appendix I to the Proxy Statement of NYNEX
CableComms Group PLC and NYNEX CableComms
Group Inc. dated March 24, 1997.