UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
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)
Limited Voting Convertible Shares,
par value 10 pence per share
(Title of Class of Securities)
G8742C 102
----------
(CUSIP Number)
Charles Y. Tanabe, Esq.
Senior Vice President and General Counsel,
Liberty Media Corporation
12300 Liberty Boulevard
Englewood, CO 80112
(720) 875-5400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
MAY 3, 2001
-----------
(Date of Event which Requires Filing
of this Statement)
--------
*CUSIP No. 87956P 10 5 relates to the American Depositary Shares.
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 (the "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).
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
WC
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[ ]
(6) Citizenship or Place of Organization
Delaware
Number of (7) Sole Voting Power 722,205,225 Ordinary Shares
Shares Beneficially 22,185,093 Limited Voting Shares
Owned by
Each Reporting Person (8) Shared Voting Power 1,398,022,815 Ordinary Shares*
With 82,507,747 Limited Voting Shares*
(9) Sole Dispositive Power 722,205,225 Ordinary Shares
22,185,093 Limited Voting Shares
(10) Shared Dispositive Power 1,398,022,815 Ordinary Shares*
82,507,747 Limited Voting Shares*
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,398,022,815 Ordinary Shares*
82,507,747 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)
48.7% of Ordinary Shares
100% 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 and the Revised New Relationship
Agreement referred to below. 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.
3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 3)
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. 3 to Statement on Schedule 13D relates to the
ordinary shares, par value 10 pence per share (the "Ordinary Shares"), and the
limited voting convertible shares, par value 10 pence per share (the "Limited
Voting 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 Amendments No. 1 and No. 2, 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 as follows:
Of the Ordinary Shares and Limited Voting Shares of the Issuer
described herein as beneficially owned by Liberty Media Corporation or its
subsidiaries, 218,820,543 of the Ordinary Shares are beneficially owned by
Liberty Flex Holdings Ltd., an indirect subsidiary of the Reporting Person,
19,945,721 of the Ordinary Shares and 22,185,093 of the Limited Voting Shares
are beneficially owned by Liberty UK Holdings, Inc., an indirect subsidiary of
the Reporting Person, 20,000,000 Ordinary Shares are beneficially owned by
Liberty TWSTY Holdings, Inc., a direct subsidiary of the Reporting Person, and
463,438,961 of the Ordinary Shares are beneficially owned by Liberty UK, Inc., a
direct subsidiary of the Reporting Person, as a result of it being the sole
member of TW Holdings, L.L.C., a Colorado limited liability company (see
Amendment No. 2 to the Statement on Schedule 13D filed by Microsoft Corporation
on August 9, 2000).
The Reporting Person was a subsidiary of AT&T Corp. ("AT&T") from March
9, 1999 through August 9, 2001. In March 1999, AT&T acquired by merger the
Reporting Person's parent company, formerly named Tele-Communications, Inc.,
which has since been converted into a limited liability company and renamed AT&T
Broadband, LLC. As part of that merger, AT&T issued AT&T common stock (NYSE: T)
and Class A and Class B Liberty Media Group common stock. AT&T's Liberty Media
Group common stock was a tracking stock designed to reflect the economic
4
performance of the businesses and assets of AT&T attributed to the "Liberty
Media Group." The Reporting Person was included in the Liberty Media Group, and
its businesses and assets and those of the Reporting Person's subsidiaries
constituted all of the businesses and assets of the Liberty Media Group until
the Reporting Person's split off from AT&T.
On August 10, 2001, the Reporting Person was split off from AT&T Corp.
In the split off, the Reporting Person's common stock was recapitalized, and
each outstanding share of AT&T Class A Liberty Media Group tracking stock was
redeemed for one share of the Reporting Person's Series A common stock, and each
outstanding share of AT&T Class B Liberty Media Group tracking stock was
redeemed for one share of the Reporting Person's Series B common stock. As a
result of the split off, the Reporting Person is an independent, publicly traded
company.
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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Liberty TWSTY Holdings, Inc. acquired 20,000,000 Ordinary Shares
reported in Item 5(c) in purchases on the London Stock Exchange for a total of
US $39,162,516.45 cash. The purchase price of the Ordinary Shares was paid from
working capital.
Prior to such acquisition, Liberty UK Holdings, Inc. converted
20,000,000 of the Ordinary Shares held by it and reported in Item 5(c) into
20,000,000 Limited Voting Shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
There has been no change in this Item except as follows:
(a)-(b) The Reporting Person beneficially owns 218,820,543 Ordinary
Shares of the Issuer through its indirect subsidiary Liberty Flex Holdings Ltd.,
19,945,721 Ordinary Shares and 22,185,093 Limited Voting Shares through its
indirect subsidiary Liberty UK Holdings, Inc., 20,000,000 Ordinary Shares
through its direct subsidiary Liberty TWSTY Holdings, Inc., and 463,438,961
Ordinary Shares through the membership of its direct subsidiary Liberty UK, Inc.
in TW Holdings, L.L.C.
5
As a result of the disposition of shares held by Media One Group, Inc.
to Microsoft Corporation (see Amendments No. 4 and 5 to Schedule 13D filed by
Media One Group, Inc. and AT&T on June 27, 2000 and July 31, 2000,
respectively), the Reporting Person may be deemed to have shared voting and
dispositive power with Microsoft Corporation with respect to 1,358,261,249
Ordinary Shares and 82,507,747 Limited Voting Shares pursuant to the terms of a
Revised New Relationship Agreement dated March 3, 2000 by and among Microsoft
Corporation, Liberty Media International, Inc., Liberty UK Holdings, Inc.,
Liberty UK, Inc. and the Issuer (the "Revised New Relationship Agreement") (see
Schedule 13D and Amendment No. 1 to Schedule 13D filed by Microsoft Corporation
on July 18, 2001). The Reporting Person may also be deemed to have shared voting
and dispositive power with AT&T with respect to 761,966,791 Ordinary Shares and
22,185,093 Limited Voting Shares (see Amendment No. 5 to Schedule 13D filed by
AT&T on July 31, 2000) pursuant to the terms of the Revised Relationship
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 or Limited Voting
Shares that are beneficially owned by Microsoft Corporation and/or AT&T.
Based on information provided by the Issuer, the 1,398,022,815 Ordinary
Shares of the Issuer that are beneficially owned by the Reporting Person
represent 48.7% of the 2,872,093,039 Ordinary Shares of the Issuer that were
outstanding on May 31, 2001 and the 82,507,747 Limited Voting Shares of the
Issuer that are beneficially owned by the Reporting Person represent 100% of the
82,507,747 Limited Voting Shares of the Issuer that were outstanding on that
date. The 722,205,225 Ordinary Shares of the Issuer over which the Reporting
Person has sole voting and dispositive power represent 25.1% of the
2,872,093,039 Ordinary Shares of the Issuer that were outstanding on May 31,
2001 and the 22,185,093 Limited Voting Shares of the Issuer over which the
Reporting Person has sole voting and dispositive power represent 26.9% of the
82,507,747 Limited Voting Shares of the Issuer that were outstanding on that
date.
To the Reporting Person's knowledge, none of the Schedule 1 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 3, 2001, Liberty TWSTY Holdings, Inc. acquired 20,000,000
Ordinary Shares by purchases on the London Stock Exchange. The total purchase
price was US $39,162,516.45. Also on May 3, 2001, Liberty UK Holdings, Inc.
converted 20,000,000 Ordinary Shares owned by it into 20,000,000 Limited Voting
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, has executed transactions in Ordinary Shares or Limited Voting Shares
of the Issuer during the 60 days prior to May 3, 2001.
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:
An Amendment Agreement dated as of May 18, 2001 (the "Amendment
Agreement") was executed and delivered among Microsoft Corporation, Liberty
Media International, Inc., Liberty UK Holdings, Inc., Liberty UK, Inc. and the
Issuer. The Amendment Agreement amends the Revised New Relationship Agreement by
modifying certain provisions relating to options of the Liberty and Microsoft
parties to subscribe for shares of the Issuer and notice of the exercise of
options and conversions by other holders. In particular, the Amendment Agreement
provides that upon the conversion of certain convertible notes of the Issuer, in
certain circumstances the Microsoft and Liberty parties can subscribe for that
number of Ordinary Shares (up to 500 million Ordinary Shares) which will enable
such parties to maintain their combined 50.1% shareholding in the Issuer. The
Amendment Agreement also provides for the procedures to accomplish the
foregoing.
A letter dated May 18, 2001 (the "Letter") was delivered by the Issuer
to Microsoft Corporation, Liberty Media International, Inc., Liberty UK
Holdings, Inc. and Liberty UK, Inc. The letter clarifies the Issuer's intention
regarding construction of certain provisions of the Revised New Relationship
Agreement relating to options of the Liberty and Microsoft parties to subscribe
for shares of the Issuer, as well as certain notice provisions. In particular,
the Letter makes clear that the Issuer construes the Revised New Relationship
Agreement to permit the Microsoft and Liberty parties to subscribe for any
number of securities up to the amounts stated in Sections 9.3 and 9.5 of the
Revised New Relationship Agreement, which provides options for the Microsoft and
Liberty parties to maintain their percentage shareholding in the Issuer upon
certain dilutive or potentially dilutive issuances. The Letter also clarifies
that the Issuer will endeavor to issue the securities subscribed for by the
Microsoft and/or Liberty parties pursuant to Sections 9.3 and 9.5 of the Revised
New Relationship Agreement simultaneously with, but not after, the issuance
giving rise to the Microsoft and/or Liberty parties' rights to subscribe for the
additional securities. The Letter also provides for the procedures to accomplish
the foregoing.
Other than as described above and in the original Statement on Schedule
13D and subsequent amendments thereto, 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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No. Description
(1) Amendment Agreement dated as of May 18, 2001 among
Microsoft Corporation, Liberty Media International,
Inc., Liberty UK Holdings, Inc., Liberty UK, Inc. and
the Issuer.
(2) Letter dated May 18, 2001 from the Issuer to
Microsoft Corporation, Liberty Media International,
Inc., Liberty UK Holdings, Inc. and Liberty UK, Inc.
7
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.
November 20, 2001 LIBERTY MEDIA CORPORATION
/s/ CHARLES Y. TANABE
----------------------------------------
Charles Y. Tanabe
Senior Vice President and
General Counsel
8
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, 12300 Liberty Boulevard, 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.
Name Principal Occupation
---- --------------------
John C. Malone Chairman of the Board and Director of Liberty Media
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
Larry E. Romrell Director of Liberty Media
Jerome H. Kern Director of Liberty Media; Consultant, Kern Consulting LLC
Paul A. Gould Director of Liberty Media; Managing Director of Allen & Company Incorporated
Donne F. Fisher Director of Liberty Media; President, Fisher Capital Partners, Ltd.
Charles Y. Tanabe Senior Vice President, General Counsel and Secretary of Liberty Media
Peter N. Zolintakis Senior Vice President of Liberty Media
Elizabeth M. Markowski Senior Vice President of Liberty Media
David J.A. Flowers Senior Vice President and Treasurer of Liberty Media
Christopher W. Shean Vice President and Controller of Liberty Media
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
(1) Amendment Agreement dated as of May 18, 2001 among
Microsoft Corporation, Liberty Media International,
Inc., Liberty UK Holdings, Inc., Liberty UK, Inc. and
the Issuer.
(2) Letter dated May 18, 2001 from the Issuer to
Microsoft Corporation, Liberty Media International,
Inc., Liberty UK Holdings, Inc. and Liberty UK, Inc.