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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
(Amendment No.3)
Telewest Communications plc
(Name of Issuer)
Ordinary Shares, par value 10 pence per share
(Title of Class of Securities)
G8742C 10 2*
(CUSIP Number)
Limited Voting Shares, par value 10 pence per share
(Title of Class of Securities)
Not applicable
(CUSIP Number)
Robert A. Eshelman
General Counsel,
Finance and Operations
One Microsoft Way
Redmond, Washington 98052-6399
(425) 882-8080
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 21, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
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 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).
* The CUSIP number for the American Depository Shares, each representing 10
of the Ordinary Shares, par value 10 pence per share, of Telewest
Communications plc, is 87956P 10 5.
________________________
CUSIP NO. G8742C 10 2 Page 2 of 5 Pages
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Item 1. Security and Issuer
This constitutes Amendment No. 3 (the "Amendment") to the Statement on
Schedule 13D, dated July 17, 2000, as amended by Amendment No. 1, dated
July 18, 2000, and Amendment No. 2, dated August 9, 2000 (the
"Statement"), relating to the ordinary shares, par value 10 pence per
share (the "Ordinary Shares"), and the Limited Voting 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 ("Telewest").
Item 2. Identity and Background.
This statement is filed on behalf of Microsoft Corporation, a
Washington corporation ("Microsoft"), Microsoft U.K. Cable, Inc., a
Colorado corporation ("UK Cable"), and Microsoft Cable Partnership
Holdings, Inc., a Colorado corporation ("Cable Partnership"). UK Cable
and Cable Partnership are wholly-owned subsidiaries of Microsoft. UK
Cable owns 540,648,982 Ordinary Shares and 57,312,938 Limited Voting
Shares and Cable Partnership owns 40,385,202 Ordinary Shares. Microsoft
continues to own directly 55,021,840 Ordinary Shares and 3,009,716
Limited Voting Shares.
Item 4. Purpose of the Transaction.
On September 21, 2000, Microsoft, on behalf of itself and its
subsidiaries, entered into a deed poll (the "Second Deed Poll")
relating to its rights under the Revised New Relationship Agreement,
dated March 3, 2000 (the "Revised New Relationship Agreement"), a copy
of which is filed as Exhibit (2) to the Statement. A copy of the Second
Deed Poll is attached as Exhibit (9).
The Second Deed Poll provides that Microsoft and the Microsoft Group
(as defined in the Revised New Relationship Agreement) will not
exercise their right under the Revised New Relationship Agreement to
withhold their consent (i) to any immaterial acquisition or disposal
(with an acquisition or disposal being treated as immaterial if the
fair value of the assets acquired or disposed represents 20 percent or
less of the fair value
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CUSIP NO. G8742C 10 2 Page 3 of 5 Pages
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of the total assets of the Telewest group immediately prior to such
acquisition or disposal, as calculated by Microsoft), and (ii) to the
incurrence of any borrowings or indebtedness or grant of any security
interest by Telewest, in each case where Microsoft's consent is
required under the Revised New Relationship Agreement. The Second Deed
Poll will terminate immediately if Microsoft determines that the
exercise of the rights covered by the Second Deed Poll would not
require the equity method of accounting to be applied in relation to
Microsoft's interest in Telewest under US GAAP and Microsoft notifies
Telewest of this determination.
All references to the documents described in this Item 4 are summaries
thereof and do not purport to be complete and are qualified in their
entirety by the full text of the respective documents, which have been
attached hereto or to the Statement as exhibits and which are
incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Exhibit 9 -- Deed Poll by Microsoft Corporation,
dated September 21, 2000.
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CUSIP NO. G8742C 10 2 Page 4 of 5 Pages
________________________
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: October 4, 2000
MICROSOFT CORPORATION
By: /s/ Robert A. Eshelman
Name: Robert A. Eshelman
Title: General Counsel,
Finance and Operations;
Assistant Secretary
MICROSOFT UK CABLE, INC.
By: /s/ Robert A. Eshelman
Name: Robert A. Eshelman
Title: Secretary
MICROSOFT CABLE PARTNERSHIP HOLDINGS,
INC.
By: /s/ Robert A. Eshelman
Name: Robert A. Eshelman
Title: Secretary
________________________
CUSIP NO. G8742C 10 2 Page 5 of 5 Pages
________________________
EXHIBIT INDEX
Exhibit 9 -- Deed Poll by Microsoft Corporation, dated September 21, 2000.
THIS INSTRUMENT is made by way of deed poll on the 21st day of September, 2000
by Microsoft Corporation, a company incorporated in Washington, whose principal
place of business is at One Microsoft Way, Washington 98052 6399, USA
("Microsoft").
By this deed poll, Microsoft declares as follows in respect of the revised new
relationship agreement dated 3 March 2000 between Microsoft (1), Liberty Media
International, Inc. (2), Liberty UK Holdings, Inc. (3), Liberty UK, Inc. (4) and
Telewest Communications plc ("Telewest") (5) (the "Agreement"):
That, subject to the provisos set out below, Microsoft shall not, and shall
procure that the Microsoft Group shall not, at any time exercise any right under
clause 5 of the Agreement to withhold its consent:
(i) to any immaterial acquisition within the scope of business carried on
by the Telewest Group in accordance with clause 11 of the Agreement or
to any immaterial disposal for which, in either case, its consent is
required under clause 5.1.1 of the Agreement (and so that for the
purposes of this deed an acquisition or disposal is to be treated as
immaterial where the fair value of the assets acquired or disposed of
represents 20 per cent or less of the fair value of the total assets
of the Telewest Group immediately prior to such acquisition or
disposal with the said fair values being determined by Microsoft
following the definitions provided by paragraph 7 of Statement of
Financial Accounting Standards No. 121, Accounting for the Impairment
of Long-Lived Assets and Long-Lived Assets to be Disposed of. For the
avoidance of doubt, the Microsoft Group shall (subject only to the
extent that it has expressly undertaken to surrender such rights under
the foregoing provisions of this paragraph (i)) retain its full right
and entitlement to withhold its consent under clause 5.1.1 at its
absolute discretion; or
(ii) to any matter for which its consent is required under clause 5.1.2 of
the Agreement;
PROVIDED THAT the declarations and obligations of Microsoft set out above shall
terminate and cease to have any effect in the event that Microsoft determines
that the exercise of the rights which it is surrendering (or procuring to be
surrendered) under this deed would not require the equity method of accounting
to be applied in relation to the interests of the Microsoft Group in Telewest
under generally accepted accounting principles in the United States of America
and Microsoft notifies Telewest in writing of such determination and the
consequent termination of the said declarations and obligations.
In relation to the provisions of paragraph (i) above, Microsoft shall notify
Telewest in writing of any determination of fair values that it makes for the
purposes thereof and, in the event that Telewest notifies Microsoft in writing
within five business days of the receipt of such notification that it disputes
the determination of such fair values (a "Dispute Notice"), Microsoft shall
permit the matter to be referred for determination to an independent valuation
specialist agreed on by Microsoft and Telewest, subject to Telewest agreeing
that (a) such independent valuation specialist shall act as an expert and not as
an arbitrator, (b) the decision of such specialist shall be final and binding
between Microsoft and Telewest and (c) the fees of such specialist shall be
allocated for payment between Microsoft and Telewest as such specialist may
determine to be fair.
The definitions contained in the Agreement shall, unless the context otherwise
requires, bear the same meanings in this deed poll. The provisions as to the
giving of notice in clause 23 of the Agreement shall apply as regards any notice
given by Microsoft and Telewest to each other under this instrument.
-2-
This deed poll is intended to operate for the benefit of and be enforceable by
Telewest and is governed by and shall be construed in accordance with English
law.
Executed as a deed by Microsoft on the date first stated above.
SIGNED as a deed and )
DELIVERED by )
Microsoft Corporation )
acting by: )
/s/ Jean-Francois Heitz
.................................
Duly authorised
Name: Jean Francois Heitz
Title: Deputy Chief Financial Officer