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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
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NYNEX CABLECOMMS GROUP PLC
NYNEX CABLECOMMS GROUP INC.
(Name of Subject Company)
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NYNEX CABLECOMMS GROUP PLC
NYNEX CABLECOMMS GROUP INC.
(Name of Person(s) Filing Statement)
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American Depositary Shares evidenced by American Depositary Receipts,
each representing ten Units, each Unit consisting of one Ordinary Share (par
value 10p per share)
of NYNEX CableComms Group PLC and one share of Common Stock
(par value $0.01 per share)
of NYNEX CableComms Group Inc.
(Title of Class of Securities)
Units, each Unit consisting of one Ordinary Share (par value 10p per share) of
NYNEX CableComms Group PLC and one share of Common Stock
(par value $0.01 per share) of NYNEX CableComms Group Inc.
(Title of Class of Securities)
Ordinary Shares (par value 10p per share) of NYNEX CableComms Group PLC
(Title of Class of Securities)
Common Stock (par value $0.01 per share) of NYNEX CableComms Group Inc.
(Title of Class of Securities)
670764-10-9 (American Depositary Shares)
(CUSIP Number of Class of Securities)
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Paul H. Repp, Esq.
Chief Legal and Regulatory Officer
and Company Secretary
The Tolworth Tower
Ewell Road
Surbiton, Surrey KT6 7ED
United Kingdom
011-44-181-873-2000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
With a copy to:
Morton A. Pierce, Esq.
Dewey Ballantine
1301 Avenue of the Americas
New York, New York 10019-6092
(212) 259-8000
This Amendment No. 5 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9, originally filed on March 24, 1997 and amended by
Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 thereto
filed on April 21, 1997, on April 23, 1997, April 24, 1997 and April 29, 1997,
respectively (as amended, the "Schedule 14D-9"), of NYNEX CableComms Group PLC,
a public limited company incorporated under the laws of England and Wales
("NYNEX CableComms UK"), and NYNEX CableComms Group Inc., a Delaware Corporation
("NYNEX CableComms US", and together with NYNEX CableComms UK, the "Companies"),
with respect to the tender offer disclosed in a Tender Offer Statement on
Schedule 14D-1 dated March 24, 1997 as amended by Amendment No. 1 thereto dated
May 2, 1997 (as amended, the "Schedule 14D-1") by Cable & Wireless
Communications plc, a public limited company incorporated under the laws of
England and Wales ("CWC"), to purchase (i) all NYNEX CableComms UK Ordinary
Shares (including those comprised in Units or represented by ADSs) for 0.330714
ordinary shares, par value 50p per share, of CWC per NYNEX CableComms UK
Ordinary Share and (ii) all NYNEX CableComms US Shares of Common Stock
(including those comprised in Units or represented by ADSs) for 0.036746 CWC
Ordinary Shares per NYNEX CableComms US Share of Common Stock. Capitalized terms
used herein but not defined herein have the meanings assigned to such terms in
the Schedule 14D-9.
Item 4. The Solicitation or Recommendation
Item 4(b) of the Schedule 14D-9 is hereby amended and supplemented by
adding thereto the following:
On May 7, 1997, the Companies filed with the Commission a Quarterly Report
on Form 10-Q (the "Form 10-Q") with respect to their financial condition and
results of operations for the quarterly period ended March 31, 1997. The full
text of the Form 10-Q is set forth in Exhibit 25 and is incorporated herein by
reference.
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Item 9. Material to be Filed as Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding
thereto the following:
(25) The Companies' Quarterly Report on Form 10-Q filed May 7, 1997.
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SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
NYNEX CABLECOMMS GROUP PLC
By: /s/ Paul H. Repp
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Name: Paul H. Repp
Title: Chief Legal and Regulatory Officer
and Company Secretary
Dated: May 7, 1997
NYNEX CABLECOMMS GROUP INC.
By: /s/ Paul H. Repp
-----------------------------------------
Name: Paul H. Repp
Title: Chief Legal and Regulatory Officer
and Company Secretary
Dated: May 7, 1997
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EXHIBIT INDEX
Exhibit No. Description
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+(1) Pages 38 to 52 of the Companies' Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 containing the pertinent sections
thereof referred to in Item 3(b) of this Schedule 14D-9.
+(2) Transaction Agreement, dated as of October 22, 1996, as amended and
restated, among C&W, NYNEX and BCI (incorporated by reference to Exhibit
2.1 to CWC's Registration Statement on Form F-4 filed with the U.S.
Securities and Exchange Commission on March 21, 1997 (File No. 333-6672)
(the "CWC Registration Statement on F-4")).
+(3) Agreement and Plan of Merger, dated March 21, 1997, among NYNEX
CableComms US, CWC and the CWC Merger Sub (incorporated by reference to
Exhibit 2.2 to the CWC Registration Statement on Form F-4).
+(4) CWC Shareholders' Agreement, dated as of March 21, 1997, among C&W, BCI,
BCMH, BCIH, NYNEX and CWC (incorporated by reference to Exhibit 9.1 to
the CWC Registration Statement on Form F-4).
+(5) Form of Articles of Association of CWC to be adopted upon the Offers
becoming or being declared unconditional (incorporated by reference to
the Articles of Association of CWC filed as part of Exhibit 3.1 to the
CWC Registration Statement on Form F-4).
+(6) Form of Management and Technical Services Agreement among C&W, BCI,
NYNEX and CWC (incorporated by reference to Exhibit 10.12 to the CWC
Registration Statement on Form F-4).
+(7) Form of Secondment Agreement among C&W, BCI, NYNEX and CWC (incorporated
by reference to Exhibit 10.6 to the CWC Registration Statement on Form
F-4).
+(8) Form of Tax Sharing Agreement among C&W, BCI, BCMH, BCIH, NYNEX and CWC
(incorporated by reference to Exhibit 10.9 to the CWC Registration
Statement on Form F-4).
+(9) Form of NYNEX Tax Agreement between NYNEX and CWC (incorporated by
reference to Exhibit 10.10 to the CWC Registration Statement on Form
F-4).
+(10) Form of NYNEX Tax Allocation Agreement between NYNEX and CWC
(incorporated by reference to Exhibit 10.11 to the CWC Registration
Statement on Form F-4).
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+(11) Form of C&W License between C&W and CWC (incorporated by reference to
Exhibit 10.7 to the CWC Registration Statement or Form F-4).
+(12) Form of NYNEX Termination Agreement among NYNEX, the Companies and NYNEX
CableComms Limited (incorporated by reference to Exhibit 10.8 to the CWC
Registration Statements on Form F-4).
+(13) Principal Shareholders Registration Rights Agreement, dated March 21,
1997, among C&W, NYNEX, BCI and CWC (incorporated by reference to
Exhibit 10.5 to the CWC Registration Statement on Form F-4).
+(14) Interconnection Agreement, dated as of November 11, 1996, between
Mercury and NYNEX CableComms Limited (incorporated by reference to
Exhibit 10.12 to the Companies' Annual Report on Form 10-K for the
fiscal year ended December 31, 1996).
+(15) Amendment to Interconnection Agreement, dated as of February 11, 1997,
between Mercury and NYNEX CableComms Limited (incorporated by reference
to Exhibit 10.12(c) to the Companies' Annual Report on Form 10-K for the
fiscal year ended December 31, 1996).
+(16) Cost Allocation Policy among CWC, BCI and NYNEX.
+(17) Opinion of SBC Warburg dated March 21, 1997.
+(18) Letter to holders of Units and ADSs of the Companies dated March 24,
1997.
+(19) Press Release issued by the Companies on March 24, 1997.
+(20) Letter Agreement, dated as of March 27, 1997, between the Companies and
NYNEX.
+(21) Press Release issued by the Companies on April 23, 1997.
+(22) Press Release issued by the Companies on April 24, 1977.
+(23) Item 1. of the Companies' Current Report on Form 8-K filed April 29,
1997 containing the pertinent sections thereto referred to in Item 3(b)
of this Schedule 14D-9.
+(24) Press Release issued by the Companies on April 28, 1997.
(25) The Companies' Quarterly Report on Form 10-Q filed May 7, 1997.
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+ Previously filed.
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