-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OQgQzDEKVURtFX5bqX4a4RcQ2CGn1DNzg7ZpL/cnSXH8H5P7A9Ha+OQMsJAZsC6W DtwoYq4fA7Tieh2/IVDDDA== 0001010192-99-000015.txt : 19990210 0001010192-99-000015.hdr.sgml : 19990210 ACCESSION NUMBER: 0001010192-99-000015 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990209 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TELEWEST COMMUNICATIONS PLC /NEW/ CENTRAL INDEX KEY: 0000949606 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-53921 FILM NUMBER: 99525596 BUSINESS ADDRESS: STREET 1: GENESIS BUSINESS PARK STREET 2: ALBERT DR WOKING CITY: SURREY GU21 5RK ENGL STATE: X0 BUSINESS PHONE: 1483750900 MAIL ADDRESS: STREET 1: GENESIS BUSINESS PARK STREET 2: ALBERT DRIVE WOKING CITY: SURREY STATE: X0 FORMER COMPANY: FORMER CONFORMED NAME: TELEWEST PLC DATE OF NAME CHANGE: 19950821 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COX ENTERPRISES INC ET AL CENTRAL INDEX KEY: 0000779426 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 581035149 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1400 LAKE HEARN DRIVE CITY: ATLANTA STATE: GA ZIP: 30319 BUSINESS PHONE: 4048435000 MAIL ADDRESS: STREET 1: 1400 LAKE HEARN DRIVE STREET 2: 1400 LAKE HEARN DRIVE CITY: ATLANTA STATE: GA ZIP: 30319 SC 13D/A 1 AMENDEMENT #1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Telewest Communications plc (Name of Issuer) Ordinary Shares of 10 pence each (Title of Class of Securities) None** (CUSIP Number) Andrew A. Merdek, Esq. Cox Enterprises, Inc. 1400 Lake Hearn Drive, Atlanta, Georgia 30319; (404) 843-5564 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 15, 1999 (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 . Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 CUSIP Number for the American Depositary Shares, each representing ten Ordinary Shares of 10 pence each, is 87956P 10 5. 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). SCHEDULE 13D CUSIP No. None (However, the CUSIP Number for the American Page 2 of 16 Depositary Shares representing the Ordinary Shares is 87956P 10 5) - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cox U.K. Communications, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] Not Applicable - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] Not Applicaple - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. None (However, the CUSIP Number for the American Page 3 of 16 Depositary Shares representing the Ordinary Shares is 87956P 10 5) - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cox Communications International, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] Not Applicable - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] Not Applicaple - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. None (However, the CUSIP Number for the American Page 4 of 16 Depositary Shares representing the Ordinary Shares is 87956P 10 5) - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cox Communications, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] Not Applicable - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] Not Applicaple - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. None (However, the CUSIP Number for the American Page 5 of 16 Depositary Shares representing the Ordinary Shares is 87956P 10 5) - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cox Holdings, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] Not Applicable - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] Not Applicaple - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. None (However, the CUSIP Number for the American Page 6 of 16 Depositary Shares representing the Ordinary Shares is 87956P 10 5) - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cox Enterprises, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] Not Applicable - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] Not Applicaple - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- Schedule 13D/A Page 7 of 16 Cox U.K. Communications, L.P. Telewest Communications plc ITEM 1. SECURITY AND ISSUER This statement relates to the Ordinary Shares, par value 10 pence each ("Ordinary Shares"), of Telewest Communications plc, a company organized and existing under the laws of England and Wales (the "Issuer"). The address of the principal executive and business office of the Issuer is: Telewest Communications plc Genesis Business Park, Albert Drive Woking, Surrey GU21 5RW United Kingdom ITEM 2. IDENTITY AND BACKGROUND The persons filing these amended statements on Schedule 13D are Cox U.K. Communications, L.P. ("Cox U.K."), Cox Communications International, Inc. ("Cox International"), Cox Communications, Inc. ("CCI"), Cox Holdings, Inc. ("CHI") and Cox Enterprises, Inc. ("CEI") (collectively, the "Cox Entities"). Anne Cox Chambers and Barbara Cox Anthony, who ultimately control the Cox Entities, are filing separate statements on Schedule 13D. All of the above entities are incorporated or organized in the State of Delaware. The principal businesses of CEI are publishing, cable television, broadcasting and automobile auctions. The principal business of Cox U.K. is the operation of cable television systems. CCI is a fully integrated, diversified media and broadband communications company with operations and investments in three related areas: (i) U.S. broadband networks; (ii) cable television programming; and (iii) international broadband networks. Cox International and CHI are holding companies. The principal business and office address of the Cox Entities is 1400 Lake Hearn Drive, Atlanta, Georgia 30319. Cox International is the sole general partner of Cox U.K. The directors and executive officers of Cox International, CCI, CHI and CEI (including Anne Cox Chambers and Barbara Cox Anthony) are set forth on Schedules I through IV, respectively. These Schedules set forth the following information with respect to each such person: (i) name; (ii) residence or business address; and Schedule 13D/A Page 8 of 16 Cox U.K. Communications, L.P. Telewest Communications plc (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. During the last five years, to the best knowledge of the persons filing this Schedule, none of the Cox Entities, any of their respective executive officers, directors, general partners, Anne Cox Chambers or Barbara Cox Anthony have been convicted in any criminal proceedings. During the last five years, to the best knowledge of the persons filing this Schedule, none of the Cox Entities, any of their respective executive officers, directors, general partners, Anne Cox Chambers or Barbara Cox Anthony have been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as the result of which it, he or she was or is subject to any 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. All of the individuals listed in Schedules I through IV are citizens of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION As of the date of the event requiring the filing of this amended Schedule 13D, the Cox Entities transferred 253,765,818 Ordinary Shares of the Issuer (the "Shares") to Dresdner Kleinwort Benson North America LLC ("DKB"), a Delaware corporation, in its capacity as agent for Kleinwort Benson Securities Limited ("KBSL"), a company registered in the United Kingdom, in exchange for cash consideration. The Cox Entities transferred the Shares on January 15, 1999, pursuant to the Purchase Agreement, dated January 6, 1999 (the "Purchase Agreement"), between Cox U.K. and DKB, for total consideration of 444,724,596.05 British pounds. A copy of the Purchase Agreement is being filed as Exhibit 7.08 to this amended Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION As disclosed in Amendment No. 1 to this Schedule 13D, dated September 8, 1998 and filed September 28, 1998, ("Amendment No. 1") the Cox Entities were evaluating various options to monetize their investment in the Issuer. As a result of the transaction Schedule 13D/A Page 9 of 16 Cox U.K. Communications, L.P. Telewest Communications plc described in Item 3 above, the Cox Entities were successful in monetizing their entire investment on acceptable terms. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The aggregate number of Ordinary Shares which the Cox Entities transferred is 253,765,818. This represents approximately 11.8% of the Issuer's outstanding Ordinary Shares (based on the information contained in a press release issued by Telewest Communications plc on September 15, 1998 and filed as exhibit 99.4 to Telewest's report on Form 8-K, dated September 1, 1998 (SEC file no. 0-26840)). To the best of the Cox Entities' knowledge, none of the Cox Entities beneficially owns any Ordinary Shares of Telewest. (b) The Cox Entities do not possess any voting or dispositive rights with respect to the Shares. (c) Except as described in Item 3 above, there are not known to have been any transactions in the Ordinary Shares that were effected during the past 60 days by any of the Cox Entities. (d) Following the transaction described in Item 3 above, KBSL had the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of the Shares. (e) On January 15, 1999, the Cox Entities ceased to be the beneficial owners of more than five percent of the Ordinary Shares. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The following contracts exist with respect to the Ordinary Shares of the Issuer: RELATIONSHIP AGREEMENT The Issuer, TINTA and United Artists Programming-Europe, Inc. (the "TINTA Affiliate"), MediaOne, MediaOne UK Cable, Inc. and MediaOne Cable Partnership Holdings, Inc. (together, the "MediaOne Affiliates") Cox, Cox U.K., SBC and Southwestern Bell International Holdings (UK-1) Corporation (the "SBC Affiliate") entered into an Schedule 13D/A Page 10 of 16 Cox U.K. Communications, L.P. Telewest Communications plc Amended and Restated Relationship Agreement, dated April 15, 1998 (the "Relationship Agreement"), with respect to the management of the Issuer and the ownership, voting and disposal of their beneficial shares in the Issuer. The Relationship Agreement supersedes the Co-Operation Agreement and the Share Dealing Agreement, each as defined and described in the original Schedule 13D. A summary of certain provisions of the Relationship Agreement which affect the holding or voting of the Ordinary Shares is contained in Amendment No. 1, and such summary is incorporated herein by this reference. The rights and obligations of the Cox Entities under the Relationship Agreement did not transfer with the transaction described in Item 3 above. APPOINTMENT OF DIRECTORS The Issuer's Articles of Association, as amended, provide that the Cox Group has the right to appoint one director to the Issuer's board of directors for so long as the members of the Cox Group hold 7.5% of the outstanding Ordinary Shares or, following a dilutive issuance, 5% or more of the Ordinary Shares, provided that immediately before such dilutive issuance the Cox Group held 7.5% or more of the outstanding Ordinary Shares. As a result of the transaction described in Item 3 above, the Cox Entities no longer have the right to appoint a director to the Issuer's board of directors because they hold less than the requisite number of Ordinary Shares. Accordingly, the designee of the Cox Entities no longer serves as member of the Issuer's board of directors. REGISTRATION RIGHTS The Issuer has agreed that the TINTA Affiliate, the MediaOne Affiliates, the SBC Affiliate, the Cox Affiliate and Vivendi S.A. will have the right, subject to certain limited exceptions, to require the Issuer to include all or any portion of their Ordinary Shares in any registered offering by the Issuer of Ordinary Shares under the Securities Act or in a public offering under UK law. In addition, the TINTA Affiliate, the MediaOne Affiliates, the SBC Affiliate, the Cox Affiliate and Vivendi will have the right to cause the Issuer on up to ten separate occasions (two exercisable by each of the TINTA Affiliate, the MediaOne Affiliates, the SBC Affiliate, the Cox Affiliate and Vivendi) to offer all or any part of their Ordinary Shares for sale in a registered offering under the Securities Act or in a public offering under UK law. The Cox Entities did not assign or transfer their registration rights in connection with the transaction described in Item 3 above and, therefore, the Shares are no longer covered by such rights. Schedule 13D/A Page 11 of 16 Cox U.K. Communications, L.P. Telewest Communications plc ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The SBCC Share Exchange Agreement, the Registration Rights Agreement, the Co-Operation Agreement, the Share Dealing Agreement and a Joint Filing Agreement were previously filed as Exhibits 7.01, 7.02, 7.03, 7.04 and 7.05, respectively, to the original Schedule 13D. The Relationship Agreement and the Issuer's Articles of Association were incorporated by reference to exhibits 10.55 and 10.56, respectively, of the Issuer's Registration Statement on Form S-4 (SEC file no. 333-50201) and thereby deemed filed as Exhibits 7.06 and 7.07, respectively, to Amendment No. 1. 7.08 Purchase Agreement, dated January 6, 1999, between Cox U.K. and DKB. Schedule 13D/A Page 12 of 16 Cox U.K. Communications, L.P. Telewest Communications plc 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. COX U.K. COMMUNICATIONS, L.P. By: COX COMMUNICATIONS INTERNATIONAL, INC., general partner February 5, 1999 By: /s/ Andrew A Merdek ------------------------- ------------------------ Date Andrew A. Merdek Secretary Schedule 13D/A Page 13 of 16 Cox U.K. Communications, L.P. Telewest Communications plc 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. COX COMMUNICATIONS INTERNATIONAL, INC. February 5, 1999 By: /s/ Andrew A Merdek ------------------------- ------------------------ Date Andrew A. Merdek Secretary Schedule 13D/A Page 14 of 16 Cox U.K. Communications, L.P. Telewest Communications plc 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. COX COMMUNICATIONS, INC. February 5, 1999 By: /s/ Andrew A Merdek ------------------------- ------------------------ Date Andrew A. Merdek Secretary Schedule 13D/A Page 15 of 16 Cox U.K. Communications, L.P. Telewest Communications plc 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. COX HOLDINGS, INC. February 5, 1999 By: /s/ Andrew A Merdek ------------------------- ------------------------ Date Andrew A. Merdek Secretary Schedule 13D/A Page 16 of 16 Cox U.K. Communications, L.P. Telewest Communications plc 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. COX ENTERPRISES, INC. February 5, 1999 By: /s/ Andrew A Merdek ------------------------- ------------------------ Date Andrew A. Merdek Secretary Schedule 13D/A Cox U.K. Communications, L.P. Telewest Communications plc Page 1 of 1 SCHEDULE I Cox Communications International, Inc. Executive Officers and Directors
Name Position Principal Occupation Business Address - --------------------- --------------- -------------------------- --------------------- James O. Robbins* President & President & Chief Executive Cox Communications, Inc. Chief Officer 1400 Lake Hearn Dr., NE Executive Atlanta , GA 30319 Officer Jimmy W. Hayes* Senior Vice Senior Vice President Finance & Cox Communications, Inc. President Chief Financial Officer 1400 Lake Hearn Dr., NE Finance & Atlanta , GA 30319 CFO Preston B. Barnett Vice President Vice President Cox Communications, Inc. 1400 Lake Hearn Dr., NE Atlanta , GA 30319 Andrew A. Merdek Secretary Vice President Legal Affairs & Cox Enterprises, Inc. Corporate Secretary 1400 Lake Hearn Dr., NE Atlanta , GA 30319 Dallas Clement Treasurer Treasurer Cox Communications, Inc. 1400 Lake Hearn Dr., NE Atlanta , GA 30319 James A. Hatcher* Director Director Cox Communications, Inc. 1400 Lake Hearn Dr., NE Atlanta , GA 30319
*Also a Director Schedule 13D/A Cox U.K. Communications, L.P. Telewest Communications plc Page 1 of 2 SCHEDULE II Cox Communications, Inc. Executive Officers and Directors
Name Position Principal Occupation Business Address - -------------------- ----------------- ----------------------- ---------------------- James C. Kennedy * Chairman Chairman & Cox Enterprises, Inc. Chief Executive Officer 1400 Lake Hearn Dr., NE Atlanta , GA 30319 James O. Robbins* President & President & Chief Executive Cox Communications, Inc. Chief Executive Officer 1400 Lake Hearn Dr., NE Officer Atlanta , GA 30319 Ajit M. Dalvi Senior Vice Senior Vice President Cox Communications, Inc. President Programming & Strategy 1400 Lake Hearn Dr., NE Programming & Atlanta , GA 30319 Strategy Alex B. Best Senior Vice Senior Vice President Cox Communications, Inc. President Engineering 1400 Lake Hearn Dr., NE Engineering Atlanta , GA 30319 David M. Woodrow Senior Vice Senior Vice President Cox Communications, Inc. President New Business Development 1400 Lake Hearn Dr., NE New Business Atlanta , GA 30319 Development Jimmy W. Hayes Senior Vice Senior Vice President Finance & Cox Communications, Inc. President Chief Financial Officer 1400 Lake Hearn Dr., NE Finance & CFO Atlanta , GA 30319 James A. Hatcher Vice President Vice President Legal & Cox Communications, Inc. Legal & Regulatory Affairs 1400 Lake Hearn Dr., NE Regulatory Atlanta , GA 30319 Affairs John M. Dyer Vice President Vice President Accounting & Cox Communications, Inc. Accounting & Financial Planning 1400 Lake Hearn Dr., NE Financial Atlanta , GA 30319 Planning Margaret A. Bellville Vice President Vice President Operations Cox Communications, Inc. Operations 1400 Lake Hearn Dr., NE Atlanta , GA 30319
Schedule 13D/A Cox U.K. Communications, L.P. Telewest Communications plc Page 2 of 2
Name Position Principal Occupation Business Address - -------------------- ----------------- ----------------------- ---------------------- Jayson R. Juraska Vice President Vice President Operations Cox Communications, Inc. Operations 1400 Lake Hearn Dr., NE Atlanta , GA 30319 Claus F. Kroeger Vice President Vice President Operations Cox Communications, Inc. Operations 1400 Lake Hearn Dr., NE Atlanta , GA 30319 Janet Morrison Clarke Director Managing Director Global Citibank Database Marketing One Court Square Citibank 40th Floor Long Island, NY 11220 John R. Dillon Director Managing Director Cravey, Green & Wahlen Cravey, Green & Wahlen 12 Piedmont Center, Suite 210 Atlanta, GA 30305 David E. Easterly Director President & Chief Operating Cox Enterprises, Inc. Officer 1400 Lake Hearn Dr., NE Atlanta , GA 30319 Robert F. Erburu Director Chairman of the Board (retired) The Times Mirror Company The Times Mirror Company 220 W. 1st Street Los Angeles, CA 90012 Andrew J. Young Director Co-Chairman Good Works International Good Works International Suntrust Plaza, Ste. 4800 303 Peachtree Street, NE Atlanta, GA 30308
*Also a Director Schedule 13D/A Cox U.K. Communications, L.P. Telewest Communications plc Page 1 of 1 SCHEDULE III Cox Holdings, Inc. Executive Officers and Directors
Name Position Principal Occupation Business Address - -------------------- ----------------- ----------------------- ---------------------- David E. Easterly* President President & Chief Operating Cox Enterprises, Inc. Officer 1400 Lake Hearn Dr., NE Atlanta , GA 30319 Preston B. Barnett Vice President Vice President Tax Cox Enterprises, Inc. 1400 Lake Hearn Dr., NE Atlanta , GA 30319 Dean H. Eisner* Vice President Vice President Business Cox Enterprises, Inc. Development and Planning 1400 Lake Hearn Dr., NE Atlanta , GA 30319 William L. Killen, Jr. Vice President Vice President New Media Cox Enterprises, Inc. 1400 Lake Hearn Dr., NE Atlanta , GA 30319 Andrew A. Merdek* Vice President Vice President Legal Affairs & Cox Enterprises, Inc. & Corporate Corporate Secretary 1400 Lake Hearn Dr., NE Secretary Atlanta , GA 30319 Richard J. Jacobson Treasurer Vice President & Treasurer Cox Enterprises, Inc. 1400 Lake Hearn Dr., NE Atlanta , GA 30319
*Also a Director Schedule 13D/A Cox U.K. Communications, L.P. Telewest Communications plc Page 1 of 2 SCHEDULE IV Cox Enterprises, Inc. Executive Officers and Directors
Name Position Principal Occupation Business Address - -------------------- ----------------- ----------------------- ---------------------- James C. Kennedy * Chairman & Chairman & Cox Enterprises, Inc. Chief Executive Chief Executive Officer 1400 Lake Hearn Dr., NE Officer Atlanta , GA 30319 David E. Easterly* President & Chief President & Chief Operating Cox Enterprises, Inc. Operating Officer Officer 1400 Lake Hearn Dr., NE Atlanta , GA 30319 Robert C. O'Leary* Senior Vice Senior Vice President Chief Cox Enterprises, Inc. President & Chief Financial Officer 1400 Lake Hearn Dr., NE Financial Officer Atlanta , GA 30319 Timothy W. Hughes Senior Vice Senior Vice President Cox Enterprises, Inc. President Administration 1400 Lake Hearn Dr., NE Administration Atlanta , GA 30319 Barbara C. Anthony* Vice President Chairman, Dayton Newspapers Cox Enterprises, Inc. 1400 Lake Hearn Dr., NE Atlanta , GA 30319 Anne C. Chambers* Vice President Chairman, Atlanta Newspapers Cox Enterprises, Inc. 1400 Lake Hearn Dr., NE Atlanta , GA 30319 Scott A. Hatfield Vice President & Vice President & Chief Cox Enterprises, Inc. Chief Information Information Officer 1400 Lake Hearn Dr., NE Officer Atlanta , GA 30319 Marybeth Leamer Vice President Vice President Human Cox Enterprises, Inc. Human Resources Resources 1400 Lake Hearn Dr., NE Atlanta , GA 30319
Schedule 13D/A Cox U.K. Communications, L.P. Telewest Communications plc Page 2 of 2
Name Position Principal Occupation Business Address - -------------------- ----------------- ----------------------- ---------------------- Andrew A. Merdek Vice President Vice President Legal Affairs & Cox Enterprises, Inc. Legal Affairs & Corporate Secretary 1400 Lake Hearn Dr., NE Corporate Atlanta , GA 30319 Secretary Alexander V. Vice President Vice President Public Policy Cox Enterprises, Inc. Netchvolodoff Public Policy 1400 Lake Hearn Dr., NE Atlanta , GA 30319 Richard J. Jacobson Vice President & Vice President & Treasurer Cox Enterprises, Inc. Treasurer 1400 Lake Hearn Dr., NE Atlanta , GA 30319 Preston B. Barnett Vice President Vice President Tax Cox Enterprises, Inc. Tax 1400 Lake Hearn Dr., NE Atlanta , GA 30319 William L. Killen, Jr. Vice President Vice President New Media Cox Enterprises, Inc. New Media 1400 Lake Hearn Dr., NE Atlanta , GA 30319 Dean H. Eisner Vice President Vice President Business Cox Enterprises, Inc. Business Development and Planning 1400 Lake Hearn Dr., NE Development and Atlanta , GA 30319 Planning Michael J. Vice President Vice President Materials Cox Enterprises, Inc. Mannheimer Materials Management 1400 Lake Hearn Dr., NE Management Atlanta , GA 30319 Arthur M. Blank Director President and Chief Executive The Home Depot, Inc. Officer The Home Depot, Inc. One Paces West 2727 Paces Ferry Road, NW Atlanta, GA 30339 Thomas O. Cordy Director President, Chief Executive The Maxxis Group, Inc. Officer 1901 Montreal Road, Ste. 108 The Maxxis Group, Inc. Tucker, GA 30084 Carl R. Gross Director Retired Senior Vice President Cox Enterprises, Inc. and Chief Administrative 1400 Lake Hearn Dr., NE Officer Atlanta, GA 30319 Ben F. Love Director Director Chase Bank of Texas Chase Bank of Texas 600 Travis Street, 18 TCT 318 Houston, TX 77252-2558 Paul J. Rizzo Director Vice Chairman (retired 1/1/95) Franklin Street Partners of IBM Corporation 6330 Quadrangle Drive Ste. 200 Chapel Hill, NC 27514
* Also a Director EX-7.08 2 EXHIBIT 7.08 PURCHASE AGREEMENT - 1 - PURCHASE AGREEMENT, made as of the 6th day of January, 1999 (this "Agreement") BETWEEN 1. The Seller listed in Annex I hereto (the "Vendor"), whose address is listed in Annex I, and 2. Dresdner Kleinwort Benson North America LLC, a company registered in Delaware and having its registered office at 75 Wall Street, New York, New York 10005-2889, United States, in its capacity as agent for Kleinwort Benson Securities Limited, a company registered in the United Kingdom having its registered office at 20 Fenchurch Street, London EC3P 3DB (the "Purchaser"). WHEREAS The Vendor desires to sell to the Purchaser, and the Purchaser, subject to the terms and conditions set out in this Agreement, desires to purchase from the Vendor, an aggregate of 253,765,818 ordinary shares, par value 10 pence per share (the "Sale Shares") of Telewest Communications Plc (the "Company"), a company incorporated in the United Kingdom and having its principal executive office at Genesis Business Park, Albert Drive, Woking, Surrey, GU21 5RW, at a price per Sale Share as set forth below and otherwise on the terms set out in this Agreement; NOW IT IS HEREBY AGREED as follows: 1. On and subject to the terms and conditions of this Agreement, the Vendor,as beneficial owner, hereby agrees to sell, to the Purchaser the number of Sale Shares listed by its name in Annex I hereto, and the Purchaser agrees to purchase such Sale Shares, which Sale Shares shall rank pari passu in all respects with all other issued ordinary shares, par value 10 pence per share, of the Company, as the case may be, at the purchase price set out below and free from all pledges, liens, security interest or other encumbrances, and with all rights attaching thereto, including, for the avoidance of doubt; any dividends, distributions, and other rights hereafter declared, made or paid in respect thereof. The time and date of such sale and purchase shall be 10 a.m., London time, on January 15, 1999, or at such other time and date as the Vendor and the Purchaser may agree upon in writing. Such date is herein called the "Settlement Day". 2. (A) The Vendor shall, or shall direct its representative to, instruct the Company's register holder to instruct its custodian or other settlement agent to release the Sale Shares in certificated form to Kleinwort Benson Securities, together with an executed CREST Transfer Form and any other supporting documentation which might be required by the registrar in order to make good delivery of the Sale - 2 - Shares as soon as possible, but in any event so as to be received by Kleinwort Benson Securities no later than 5:00 p.m. London time on January 12, 1999; (B) Against performance of the obligations referred to in sub-clause (A) above (or such other arrangements, which may include escrow or other safekeeping arrangements satisfactory to the Vendor and the Purchaser to ensure that the Purchaser receives, on the Settlement Day, the Sale Shares free of any pledge, lien, security interest or other encumbrance of any kind), the Purchaser shall; on the Settlement Day, transfer to the Vendor by wire transfer to an account of the Vendor or an affiliate of the Vendor at National Westminster Bank, in accordance with instructions received from the Vendor, the purchase price for the Sale Shares sold by the Vendor hereunder. 3. The purchase price per share to be paid by the Purchaser for the Sale Shares on Settlement Day shall be 175.25 pence per Sale Share, for an aggregate of 444,724,596.05 British pounds for all of the Sale Shares. 4. (A) The Vendor undertakes, at its own expense, to execute all such documents and do all such acts and things as the Purchaser or its assignee may reasonably require in order to give effect to the terms of this Agreement and to enable the sale and purchase of the Sale Shares to be carried out and given full force and effect. (B) The Purchaser undertakes at its own expenses, to execute all such documents and do all acts and things as the Vendor or its assignee may reasonably require in order to give effect to the terms of this Agreement and to enable the sale and purchase of the Sale Shares to be carried out and given full force and effect. (C) Except as provided in sub-clauses 4(A) and 4(B) hereof, each party hereto shall bear its own fees, disbursements, costs and expenses incident to the performance of its respective obligations hereunder. 5. (A) The Vendor hereby makes to the Purchaser the representations, warranties and undertakings set forth in Annex II hereto as of the date hereof and as of the Settlement Day. (B) The Vendor shall notify the Purchaser forthwith if on or prior to the Settlement Day it comes to the Vendor's knowledge that any of the representations, warranties, undertakings or agreements set out in Annex II hereto ceases to be true and accurate in all material respects or becomes misleading in any material respect or that there has been any material breach of any of such representations, warranties, undertakings or agreements. - 3 - (C) The Purchaser makes to the Vendor the representations, warranties and undertakings set forth in Annex III hereto as of the date hereof and as of the Settlement Day. 6. The obligations of the Purchaser hereunder are subject, in its discretion, to the conditions that: (A) prior to the Settlement Day, there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Company's most recent annual report or subsequent information releases issued prior to the Settlement Day that, is material and adverse to the Company and that makes it, in the reasonable judgment of the Purchaser, impracticable to conduct the placement of the Sale Shares in the manner contemplated herein. (B) all representations and warranties and other statements of the Vendor herein are, at and as of the Settlement Day, true and correct in all material respects; (C) the Vendor is in compliance with all material contracts to which it is a party, and there does not exist any event or condition upon consummation of the sale by the Vendor of the Sale Shares as contemplated by this Agreement, which, upon the giving of notice or the lapse of time or both, would (i) constitute a default or event of default under, or (ii) entitle any other party thereto to accelerate, renegotiate or terminate, or receive any payment under, any such material contract; and (D) all of the Sale Shares shall have been delivered to the Purchaser in accordance with sub-clause 2(A) hereof. The Purchaser in its sole discretion may waive any of the foregoing conditions. 7. The obligations of the Vendor hereunder are subject, in its discretion, to the following conditions: (A) all representations and warranties and other statements of the Purchaser herein are, at and as of the Settlement Day, true and correct in all material respects; and (B) the full purchase price shall have been delivered to the Vendor in accordance with sub-clause 2(B) hereof. The Vendor in its sole discretion may waive any of the foregoing conditions. - 4 - 8. (A) The Vendor shall indemnify and hold harmless the Purchaser against any losses, claims, damages or liabilities to which the Purchaser may become subject insofar as such losses, claims, damages or liabilities (or actions in respect thereof) relate to or arise out of any breach or alleged breach of the Vendor's representations and warranties, covenants or other undertakings in this Agreement; and the Vendor shall reimburse the Purchaser for any duly itemised legal or other expenses (including counsel's fees) reasonably incurred by the Purchaser in connection with investigating any such action or claim as such expenses are incurred. (B) The obligations of the Vendor under this Paragraph 8 shall be in addition to any liability which the Vendor may otherwise have and shall extend, upon the same terms and conditions, to the partners, managing directors, officers, employees and controlling persons within the meaning of the United States Securities Act of 1933, as amended (the "Securities Act"), if any, as the case may be, of the Purchaser and each of its affiliates within the meaning of the Securities Act (and shall include the partners of any such affiliate). (C) The obligations of the Vendor set forth in this Paragraph 8 shall survive termination of this Agreement. 9. The respective indemnities, agreements, representations, warranties and other statements of the Vendor and the Purchaser, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of the Purchaser, or any controlling person of the Purchaser, or the Vendor or any officer or director or any controlling person of the Vendor, and shall survive delivery of and payment for the Sale Shares. 10. All statements, requests, notices and agreements hereunder shall be in writing and shall be delivered or sent by mail, telex or facsimile transmission, if to the Vendor as noted on Annex I, and if to the Purchaser, to: Dresdner Kleinwort Benson North America LLC 75 Wall Street New York New York 10005-2889 United States Attention: Jerome Pilpel Telephone: 212-429-3265 Facsimile: 212-583-3615 - 5 - Any notices to the Vendor as set forth in Annex I will be copied to: Dow, Lohnes & Albertson, PLLC 1200 New Hampshire Avenue, N.W. Suite 800 Washington, D.C. 20036-6802 United States Attention: Stuart A. Sheldon Telephone: 202-776-2527 Facsimile: 202-776-2222 Any such statements, requests, notices or agreements shall take effect upon receipt thereof. 11. This Agreement shall be binding upon, and inure solely to the benefit of, the Purchaser and the Vendor and, to the extent provided in Paragraphs 8 and 9 hereof, any partners, managing directors, directors, officers, employees and controlling persons of the Vendor or the Purchaser, or any affiliates of the Vendor or the Purchaser (including the partners of such affiliate), and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. Time shall be of the essence in this Agreement. 12. This Agreement will be governed and construed in accordance with the law of the State of New York. The New York State and US federal courts will have jurisdiction in relation to this Agreement. 13. This Agreement may be signed in any number of counterparts and via facsimile, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. IN WITNESS THEREOF this Agreement has been duly executed as of the day and year first before written. COX UK COMMUNICATIONS LP By: Cox Communications International, Inc. as general partner By: /s/ Dallas S. Clement Name: Dallas S. Clement Title: Treasurer - 6 - DRESDNER KLEINWORT BENSON NORTH AMERICA LLC As Agent for Kleinwort Benson Securities Limited By: /s/ Xavier Rolet Name: Xavier Rolet Title: Director - 7 - ANNEX I Vendor Number of Sale Shares Cox UK Communications LP 253,765,818 c/o The Corporation Trust Company 1209 Orange Street Wilmington, Delaware 19801 United States - 8 - ANNEX II Representations, Warranties and Undertakings of the Vendor The Vendor hereby represents, warrants and undertakes to the Purchaser, that: A. It has full power under its constitutive documents and applicable law, and all authorizations, approvals, consents and licenses required by it have been unconditionally obtained and are in full force and effect, to permit it to enter into and perform this Agreement and any powers of attorney appointing an attorney to act for the Vendor; the execution and delivery by such Vendor of, and the performance by the Vendor of, this Agreement will not contravene any agreement or other instrument binding upon the Vendor, except for such contraventions that individually or in the aggregate would not have a material adverse effect on the Vendor; and this Agreement has been duly authorized, executed and delivered by the Vendor and is a valid and binding agreement of the Vendor enforceable in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally and except as the availability of remedies may be limited by equitable principles of general applicability; B. The Sale Shares have been duly and validly authorized and issued and are fully paid and non-assessable and rank pari passu in all respects with the other ordinary shares of the Company; no person has any conflicting right, contingent or otherwise, to purchase or to be offered for purchase the Sale Shares, or any of them; the Vendor has valid title to, and the legal right and the power to sell and transfer full beneficial legal interest in, the Sale Shares, and transfer of the Sale Shares to the Purchasers will pass title to such sales, free and clear of all security interests, liens, encumbrances, equities or other claims (except for any in favour of creditors of the Purchaser) together with all rights and advantages now and hereafter attaching to such Sale Shares; C. Neither the Vendor nor any of its Affiliates has taken, directly or indirectly, any action which was designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Sale Shares; D. Neither the Vendor nor any of its Affiliates nor any persons acting on its or their behalf has engaged in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) in the United States; E. Neither the Vendor nor any of its Affiliates nor any person acting on its or their behalf has directly, or through any agency, engaged in any directed selling efforts (as that term - 9 - is defined in Regulation S under the Securities Act ("Regulation S")) with respect to the Sale Shares; F. The Vendor is not aware of any material information (including without limitation any information regarding any material adverse change or prospective material adverse change in the condition of, or any actual, pending or threatened litigation, arbitration or similar proceeding involving, the Company) that is not described in the Company's most recent annual report or subsequent public information releases which information is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Company and its subsidiaries; G. Assuming the accuracy of the representations and warranties of the Purchaser in Annex III, neither the Vendor nor any its Affiliates nor any persons acting on its or their behalf has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration of the Sale Shares under the Securities Act; H. The Vendor reasonably believes that the Company is a "foreign private issuer" (as defined in Regulation S); I. The Vendor reasonably believes that there is no substantial U.S. market interest (as defined in Regulation S) in the Sale Shares; J. The Vendor reasonably believes that the Company is not an "investment company" within the meaning of the U.S. Investment Company Act of 1940, as amended; and K. The Vendor reasonably believes that the Company is not a "passive foreign investment company" within the meaning of Section 1297 of the U.S. Internal Revenue Code of 1986. - 10 - ANNEX III Representations, Warranties and Undertakings of the Purchaser The Purchaser hereby represents, warrants and undertakes to the Vendor as follows: A. (1) It has full power under it constitutive documents and applicable law and all authorizations, approvals, consents and licenses required by it have been unconditionally obtained and are in full force and effect, to permit it to enter into and perform this Agreement and any powers of attorney appointing an attorney to act for the Purchaser, the execution and delivery by such Purchaser of, and the performance by the Purchaser of this Agreement will not contravene any agreement or other instrument binding upon the Purchaser, except for such contraventions that individually or in the aggregate would not have a material adverse effect on the Vendor, and this Agreement has been duly authorized, executed and delivered by the Purchaser and is a valid and binding agreement of the Purchaser enforceable in accordance with its terms, subject to applicable bankruptcy, reorganization insolvency, moratorium or similar laws affecting creditors' rights generally and except as the availability of remedies may be limited by equitable principles of general applicability. (2) The Sale Shares have not been and will not be registered under the Securities Act and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Purchaser has not offered or sold, and will not offer or sell, any Sale Shares within the United States except in accordance with Rule 903 of Regulations S or in accordance with sub-clause A(3) below. Accordingly, neither the Purchaser, its affiliates nor any persons acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the Sale Shares. Terms used in this sub-clause A(2) have the meanings given to them by Regulation S. (3) Notwithstanding sub-clause A(3), it is understood and agreed by the Vendor and the Purchaser that the Purchaser may arrange for the offer and sale of a portion of the Sale Shares to sophisticated institutional investors who are in the United States (as such term is defined in Regulation S) under restrictions and other circumstances reasonably designed to preclude a distribution that would require registration of the Sale Shares under the Securities Act. B. In connection with any offer or sale of the Sale Shares in the United States by the Purchaser (through its affiliate, Dresdner Kleinwort Benson, North America LLC), - 11 - or any persons acting on its or their behalf neither the Purchaser nor any of its affiliates nor any persons acting on its or their behalf has engaged in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act). C. In connection with any offer or sale of the Sale Shares in the United Kingdom, the Purchaser (i) has not offered or sold and, prior to the expiration of the period ending six months after the Settlement Day, will not offer or sell, any Sale Shares to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; (ii) has complied and will comply with all applicable provisions of the Financial Services Act 1986 with respect to anything done by it in relation to the Sale Shares in, from or otherwise involving the United Kingdom; and (iii) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with the issue of the Sale Shares to a person who is of a kind descried in Article 11 (3) of the Financial Services Act 1986 (Investment Advertising) (Exemptions) Order 1996 (as amended) or is a person to whom such document may otherwise lawfully be issued or passed on. D. In connection with any offer or sale of the Sale Shares, no action has been taken or will e taken in any jurisdiction by the Purchaser or any other person acting on its or their behalf that would require the registration or qualification of the Sale Shares under the Securities Act or any state law. E. The information contained in our letter to you of even date herewith regarding the details of the transaction described therein are true and accurate in all material respects. -----END PRIVACY-ENHANCED MESSAGE-----