<PAGE>   1
 
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON, D.C. 20549
 
                      ------------------------------------
                                   FORM 10-Q
 
(Mark One)
 
[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
 
                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
 
                                       OR
 
[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
 
            COMMISSION FILE NUMBERS: 0-25638 (NYNEX CABLECOMMS GROUP PLC)
                                0-25690 (NYNEX CABLECOMMS GROUP INC.)
 
                      ------------------------------------
 
                           NYNEX CABLECOMMS GROUP PLC
 
<TABLE>
<S>                                                  <C>
Incorporated under the laws of England and Wales       I.R.S. Employer Identification No. 98-0151138
</TABLE>
 
                          NYNEX CABLECOMMS GROUP INC.
 
<TABLE>
<S>                                                  <C>
     Incorporated under the laws of Delaware           I.R.S. Employer Identification No. 98-0151139
</TABLE>
 
    THE TOLWORTH TOWER, EWELL ROAD, SURBITON, SURREY KT6 7ED, UNITED KINGDOM
                               (44)-181-873-2000
                               (Telephone number)
 
                      ------------------------------------
 
     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
 
                           Yes [X]            No [ ]
 
     Number of shares outstanding of each of the classes of common stock, as of
April 30, 1997:
 
   925,976,934 Ordinary Shares of NYNEX CableComms Group PLC, L0.10 par value
  925,976,934 shares of Common Stock of NYNEX CableComms Group Inc., $.01 par
                                     value
(Ordinary Shares and shares of Common Stock are "stapled" and trade together as
                                    Units.)
 
================================================================================
<PAGE>   2
 
                         NYNEX CABLECOMMS GROUP PLC AND
                          NYNEX CABLECOMMS GROUP INC.
 
                        PART 1 -- FINANCIAL INFORMATION
 
                       COMBINED STATEMENTS OF OPERATIONS
               (IN THOUSANDS EXCEPT PER ADS AMOUNTS) (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                          FOR THE THREE MONTHS ENDED MARCH 31,
                                                          -------------------------------------
                                                            1997          1996          1997
                                                          ---------     ---------     ---------
                                                              L             L             $
                                                                                       [NOTE B]
<S>                                                       <C>           <C>           <C>
Operating revenue:
  Cable television....................................       19,081        14,290        31,385
  Telecommunications -- residential...................       21,212        14,807        34,889
  Telecommunications -- business......................        4,601         2,371         7,568
  Installation........................................        1,633         1,053         2,686
                                                          ---------     ---------     ---------
Total operating revenue...............................       46,527        32,521        76,528
                                                          ---------     ---------     ---------
Operating expenses:
  Programming.........................................       11,448         7,790        18,829
  Telecommunications..................................        7,656         6,986        12,593
  Depreciation and amortization.......................       16,179        12,254        26,611
  Staff costs.........................................       12,243        12,928        20,138
  Selling, general and administrative.................       14,451        11,783        23,769
                                                          ---------     ---------     ---------
Total operating expenses..............................       61,977        51,741       101,940
                                                          ---------     ---------     ---------
Operating loss........................................      (15,450)      (19,220)      (25,412)
                                                          ---------     ---------     ---------
Other income (expense):
  Interest income.....................................        1,161            86         1,910
  Interest expense....................................       (9,787)       (5,422)      (16,098)
  Minority interest...................................       12,223        15,203        20,104
                                                          ---------     ---------     ---------
Total other income (expense)..........................        3,597         9,867         5,916
                                                          ---------     ---------     ---------
Loss before income taxes..............................      (11,853)       (9,353)      (19,496)
Income taxes..........................................           --            --            --
                                                          ---------     ---------     ---------
Net loss..............................................      (11,853)       (9,353)      (19,496)
                                                          =========     =========     =========
Net loss per ADS......................................       (0.128)       (0.101)       (0.211)
                                                          =========     =========     =========
ADSs outstanding......................................       92,598        92,549        92,598
                                                          =========     =========     =========
Accumulated deficit
  Beginning of period.................................     (111,181)      (88,336)     (182,870)
  Net loss............................................      (11,853)       (9,353)      (19,496)
                                                          ---------     ---------     ---------
  End of period.......................................     (123,034)      (97,689)     (202,366)
                                                          =========     =========     =========
</TABLE>
 
          See accompanying notes to the combined financial statements.
 
                                        1
<PAGE>   3
 
                         NYNEX CABLECOMMS GROUP PLC AND
                          NYNEX CABLECOMMS GROUP INC.
 
                            COMBINED BALANCE SHEETS
              (IN THOUSANDS EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                        MARCH 31,     DECEMBER 31,     MARCH 31,
                                                          1997            1996           1997
                                                        ---------     ------------     ---------
                                                            L              L               $
                                                                                        [NOTE B]
<S>                                                     <C>           <C>              <C>
ASSETS
Current assets:
  Cash and temporary cash investments...............        7,072          15,430         11,632
  Receivables, net of allowance of L5,334 and L3,536
     at March 31, 1997 and December 31, 1996,
     respectively...................................       42,748          53,041         70,312
  Prepaid expenses..................................        2,979           3,273          4,900
                                                        ---------       ---------      ---------
Total current assets................................       52,799          71,744         86,844
Property, plant and equipment, net of accumulated
  depreciation of L130,851 and L74,693 at March 31,
  1997 and December 31, 1996, respectively..........    1,142,426       1,098,119      1,879,062
Goodwill, net of accumulated amortization of L3,026
  and L2,848 at March 31, 1997 and December 31,
  1996, respectively................................       25,316          25,493         41,639
Deferred finance costs, net.........................       51,129          52,148         84,097
Other assets........................................        1,648           1,383          2,711
                                                        ---------       ---------      ---------
Total Assets........................................    1,273,318       1,248,887      2,094,353
                                                        =========       =========      =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable..................................       61,579          62,990        101,285
  Other current liabilities.........................       56,546          51,715         93,007
                                                        ---------       ---------      ---------
Total current liabilities...........................      118,125         114,705        194,292
Long-term debt [Note D].............................      492,649         447,649        810,309
Other long-term liabilities.........................        8,127           8,670         13,367
Minority interest [Note E]..........................       64,354          76,577        105,849
                                                        ---------       ---------      ---------
Total liabilities...................................      683,255         647,601      1,123,817
                                                        ---------       ---------      ---------
Commitments and contingencies [Note G]
STOCKHOLDERS' EQUITY
Ordinary shares -- par value L0.10 per share (1,500
  million authorized, 926 million issued and
  outstanding)......................................       92,598          92,549        152,305
Shares of common stock -- par value $0.01 per share
  (1,500 million authorized, 926 million issued and
  outstanding)......................................        5,769           5,766          9,489
Additional paid-in capital..........................      614,730         614,152      1,011,108
Accumulated deficit.................................     (123,034)       (111,181)      (202,366)
                                                        ---------       ---------      ---------
Total stockholders' equity..........................      590,063         601,286        970,536
                                                        ---------       ---------      ---------
Total liabilities and stockholders' equity..........    1,273,318       1,248,887      2,094,353
                                                        =========       =========      =========
</TABLE>
 
          See accompanying notes to the combined financial statements.
 
                                        2
<PAGE>   4
 
                         NYNEX CABLECOMMS GROUP PLC AND
                          NYNEX CABLECOMMS GROUP INC.
 
                       COMBINED STATEMENTS OF CASH FLOWS
                           (IN THOUSANDS) (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                                   FOR THE THREE MONTHS ENDED
                                                                           MARCH 31,
                                                                 ------------------------------
                                                                  1997       1996        1997
                                                                 -------    -------    --------
                                                                    L          L          $
                                                                                       [NOTE B]
<S>                                                              <C>        <C>        <C>
Cash Flows From Operating Activities:
  Net loss....................................................   (11,853)    (9,353)    (19,496)
                                                                 -------    -------    --------
  Adjustments to reconcile net loss to net cash used in
     operating activities:
     Depreciation and amortization............................    16,179     12,254      26,611
     Amortization of deferred finance costs...................     1,625      1,625       2,673
     Provision for bad debts..................................     2,727      1,257       4,485
     Minority interest........................................   (12,223)   (15,203)    (20,104)
     Gain on sale of capital assets...........................      (179)        --        (294)
     Changes in operating assets and liabilities:
       Receivables............................................     7,564      8,470      12,442
       Prepaid expenses.......................................       293        206         481
       Accounts payable.......................................     2,887        394       4,749
       Other current liabilities..............................     5,783     (3,443)      9,511
                                                                 -------    -------    --------
Total adjustments.............................................    24,656      5,560      40,554
                                                                 -------    -------    --------
Net cash provided by/(used in) operating activities...........    12,803     (3,793)     21,058
                                                                 -------    -------    --------
Cash Flows From Investing Activities:
  Capital expenditures........................................   (65,233)   (88,356)   (107,295)
  Sale of capital assets......................................       810         --       1,332
  Other investing activities..................................      (269)        --        (442)
                                                                 -------    -------    --------
Net cash used in investing activities.........................   (64,692)   (88,356)   (106,405)
                                                                 -------    -------    --------
Cash Flows From Financing Activities:
  Proceeds from borrowings....................................    45,000     90,030      74,016
  Payments made on capital leases.............................      (320)        --        (526)
  Change in other long-term liabilities.......................    (1,149)        --      (1,890)
                                                                 -------    -------    --------
Net cash provided by financing activities.....................    43,531     90,030      71,600
                                                                 -------    -------    --------
Net decrease in cash and temporary cash investments...........    (8,358)    (2,119)    (13,747)
Cash and temporary cash investments at beginning of period....    15,430      9,807      25,379
                                                                 -------    -------    --------
Cash and temporary cash investments at end of period..........     7,072      7,688      11,632
                                                                 =======    =======    ========
</TABLE>
 
          See accompanying notes to the combined financial statements.
 
                                        3
<PAGE>   5
 
                         NYNEX CABLECOMMS GROUP PLC AND
                          NYNEX CABLECOMMS GROUP INC.
 
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                                  (UNAUDITED)
 
A   ORGANIZATION OF NYNEX CABLECOMMS
 
     In February 1995, two indirect wholly owned subsidiaries of NYNEX
Corporation ("NYNEX") were incorporated: NYNEX CableComms Group PLC ("NYNEX
CableComms UK"), a public limited company incorporated under the laws of England
and Wales, and NYNEX CableComms Group Inc. ("NYNEX CableComms US"), a Delaware
corporation (together "the Companies"). The ordinary shares of NYNEX CableComms
UK ("NYNEX CableComms UK Ordinary Shares") and the common stock of NYNEX
CableComms US ("NYNEX CableComms US Shares of Common Stock") may not be traded
separately and may only be traded together as Units in the form of ADSs on the
Nasdaq National Market and as Units on the London Stock Exchange. NYNEX
CableComms UK and NYNEX CableComms US hold 90% and 10%, respectively, of the
shares in NYNEX UK CableComms Holdings, Inc. ("UK Holdings") which holds the
majority ownership interests in the companies which hold the cable television
and telecommunications licenses for the 16 franchise areas in England of NYNEX
CableComms ("the Operating Companies").
 
     NYNEX CableComms UK and NYNEX CableComms US collectively, and the
subsidiaries and partnerships in which they have the entire or a majority
ownership interest, are hereinafter referred to as "NYNEX CableComms".
 
     In October 1996, Cable and Wireless plc, Bell Canada International Inc. and
NYNEX entered into an agreement (as amended and restated, the "Transaction
Agreement") pursuant to which, subject to the satisfaction of certain conditions
precedent, the parties agreed to combine Mercury Communications Limited, Bell
Cablemedia plc (as enlarged by the acquisition of Videotron Holdings plc) and
NYNEX CableComms under a new holding company, Cable & Wireless Communications
plc ("CWC"). On April 28, 1997, CWC announced that it had acquired 92.6% of the
outstanding NYNEX CableComms UK Ordinary Shares and NYNEX CableComs US Shares of
Common Stock (including shares represented by NYNEX CableComms ADSs) in exchange
for CWC ordinary shares. The remaining shares will be acquired through a
compulsory acquisition procedure in the UK and a "squeeze-out" merger in the US.
See Note H below. As a result of the consummation of the transactions
contemplated by the Transaction Agreement, among other things, NYNEX CableComms
has become a part of the combined CWC group, its existing credit facilities
described in Note D below have been repaid and replaced with a CWC credit
facility and the Minority interest described in Note E below has been eliminated
as a result of CWC's acquisition thereof.
 
B   BASIS OF PRESENTATION
 
     The unaudited combined financial statements have been prepared by NYNEX
CableComms UK and NYNEX CableComms US pursuant to the rules and regulations of
the Securities and Exchange Commission (the "SEC") and, in the opinion of
management, include all adjustments necessary for a fair presentation of the
financial information for each period shown in accordance with accounting
principles generally accepted in the United States ("US GAAP"). Certain
information and footnote disclosures normally included in combined financial
statements prepared in accordance with US GAAP have been condensed or omitted
pursuant to such SEC rules and regulations. Management believes that the
disclosures made are adequate to make the information presented not misleading.
The results for interim periods are not necessarily indicative of the results
for the full year.
 
     The unaudited combined financial statements should be read in conjunction
with the audited combined financial statements and the notes thereto included in
the Companies' Annual Report on Form 10-K for the year ended December 31, 1996.
 
                                        4
<PAGE>   6
 
                         NYNEX CABLECOMMS GROUP PLC AND
                          NYNEX CABLECOMMS GROUP INC.
 
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                           (UNAUDITED) -- (CONTINUED)
 
     The unaudited combined financial statements are presented in pounds
sterling ("L"). Solely for the convenience of the reader, the unaudited combined
financial statements as at and for the period ended March 31, 1997 have been
presented in US dollars ("$") at the rate of L1.00 = $1.6448, the Noon Buying
Rate of the Federal Reserve Bank of New York on March 31, 1997. The presentation
of the US dollar amounts should not be construed as US GAAP, or as a
representation that the pounds sterling amounts shown could be so converted into
US dollars at the rate indicated or at any other rate.
 
     Certain defined terms used herein are defined in the Companies' Annual
Report on Form 10-K for the year ended December 31, 1996.
 
C   PRINCIPLES OF COMBINATION
 
     All significant intercompany accounts and transactions have been eliminated
in combination. Certain costs incurred by NYNEX have been charged to NYNEX
CableComms on a direct basis. Such costs are not substantially different than
those which NYNEX CableComms would have incurred on a stand-alone basis.
 
D   FINANCING OF NYNEX CABLECOMMS
 
     At March 31, 1997, NYNEX CableComms was party to two broadly similar
financing arrangements, one for the northern Operating Companies (the "Northern
Operating Companies") and one for the southern Operating Companies (the
"Southern Operating Companies").
 
     Under the arrangements, two entities related to NYNEX (the "North limited
partner" and the "South limited partner") provided credit facilities to the
Operating Companies and invest capital, through limited partnership interests,
in partnerships controlled by NYNEX CableComms. Deferred finance costs of L42.0
million for the Northern arrangement and L23.0 million for the Southern
arrangement were incurred in December 1994 and December 1993, respectively. See
Note H below for subsequent events.
 
Credit Facilities
 
     The credit facilities are for a maximum of L542.5 million in the case of
the Northern Operating Companies and L274.0 million in the case of the Southern
Operating Companies. An additional L157.5 million is available under the
Northern financing arrangement to expand the network into additional franchise
areas if such franchises are acquired prior to December 31, 1998.
 
     NYNEX CableComms has entered into two forward Sterling interest rate swaps
with NYNEX to reduce potential exposure to interest rate risk on floating rate
financing arrangements.
 
NYNEX financing facility
 
     NYNEX has entered into a further credit facility directly with NYNEX
CableComms to make available up to L200.0 million (the "NYNEX Facility") to be
borrowed at NYNEX CableComms' option at an interest rate of 3 month Sterling
LIBOR plus 4.0%. NYNEX CableComms may make drawings under this facility at any
time before May 31, 1997. Any amounts borrowed under the facility are to be
repaid in full by May 31, 1998. No drawings have yet been made on this facility.
 
E   MINORITY INTEREST
 
     The North limited partner and the South limited partner also have limited
partnership interests in partnerships (the "North Partnership" and the "South
Partnership") controlled by NYNEX CableComms. Minority interest reflects the
North and South limited partners' interest in the North and South Partnerships.
 
                                        5
<PAGE>   7
 
                         NYNEX CABLECOMMS GROUP PLC AND
                          NYNEX CABLECOMMS GROUP INC.
 
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                           (UNAUDITED) -- (CONTINUED)
 
     The limited partners have contributed L211.7 million as of March 31, 1997.
The Minority interest in the North Partnership and South Partnership was L5.2
million and L59.2 million at March 31, 1997, respectively.
 
     Under the partnership agreements, NYNEX CableComms generally has an 85%
interest, and the limited partners generally have a 15% interest, in items of
income, gain, loss, deduction or credit, except in respect of the initial losses
and profits (being specified amounts of profits or losses calculated in
accordance with US tax principles) of the relevant partnership. The North and
South Partnerships generally have an 85% interest in the Northern and Southern
Operating Companies, respectively.
 
     Initial losses up to a maximum cumulative amount of L200.0 million for the
North Partnership and L40.0 million for the South Partnership will be allocated
to the limited partners. Subsequent losses will be wholly allocated to NYNEX
CableComms until its share of the cumulative losses of the relevant partnership
is equal to 85% of such cumulative losses. Losses thereafter, if any, will be
allocated 85% to NYNEX CableComms and 15% to the limited partners. Initial
profits will be allocated between NYNEX CableComms and the limited partners in
proportion to the cumulative losses allocated to each partner until such losses
have been fully offset by profits. Thereafter, all profits are to be allocated
85% to NYNEX CableComms and 15% to the limited partners. Initial losses for the
South Partnership reached L40.0 million in the first quarter of 1996. Initial
losses for the North Partnership have not yet reached L200.0 million.
 
     For the purposes of preparing the combined financial statements, the profit
or loss of the relevant partnership is allocated between NYNEX CableComms and
the limited partners in accordance with the profit and loss allocations set out
in the relevant partnership agreement.
 
F   SUPPLEMENTAL CASH FLOW INFORMATION
 
     The following information is provided in accordance with Statement of
Financial Accounting Standards No. 95, "Statement of Cash Flows":
 
<TABLE>
<CAPTION>
                                                                              FOR THE THREE
                                                                                 MONTHS
                                                                             ENDED MARCH 31,
                                                                           -------------------
                                                                            1997        1996
                                                                           -------     -------
                                                                              L           L
                                                                             (IN THOUSANDS)
<S>                                                                        <C>         <C>
Non cash items excluded from the Combined Statements of Cash Flows:
Property, plant and equipment acquired by incurring directly related
  liabilities..........................................................     62,960      59,397
                                                                            ======      ======
</TABLE>
 
G   LITIGATION AND OTHER CONTINGENCIES
 
     Various legal actions and proceedings are pending that may affect NYNEX
CableComms. While counsel cannot give assurance as to the outcome of any of
these matters, in the opinion of the management of NYNEX CableComms, based upon
the advice of counsel, the ultimate resolution of these matters in future
periods is not expected to have a material effect on NYNEX CableComms' financial
position, operating results or cash flows.
 
H  SUBSEQUENT EVENTS
 
CWC ACQUISITION
 
     On April 28, 1997, CWC announced that all conditions had been satisfied or
waived in connection with its recommended offers (the "Offers") to purchase all
the Ordinary Shares of NYNEX CableComms UK
 
                                        6
<PAGE>   8
 
                         NYNEX CABLECOMMS GROUP PLC AND
                          NYNEX CABLECOMMS GROUP INC.
 
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                           (UNAUDITED) -- (CONTINUED)
 
and all the shares of Common Stock of NYNEX CableComms US comprised in Units and
that the Initial Offer Period, as extended, and withdrawal rights, expired at
2:30 pm (London time), 9:30 am (New York City time) on April 28, 1997. Pursuant
to the Offers, CWC has accepted for purchase all Units and NYNEX CableComms ADSs
validly tendered and not withdrawn prior to the expiration of the Initial Offer
Period in exchange for 0.330714 Ordinary Shares of CWC per NYNEX CableComms UK
Ordinary Share and 0.036746 CWC Ordinary Shares per NYNEX CableComms US share of
Common Stock (equivalent to 0.36746 CWC Ordinary Shares per Unit and 3.6746 CWC
Ordinary Shares per NYNEX CableComms ADS). The Offers will remain open for a
Subsequent Offer Period which will expire at 2:30 pm (London time), 9:30 am (New
York City time) on May 12, 1997. During the Subsequent Offer Period, Units and
NYNEX CableComms ADSs for which valid acceptances are received will be accepted
for purchase by CWC.
 
     The shares purchased by CWC upon the expiration of the Initial Offer Period
included 620,000,000 NYNEX CableComms UK Ordinary Shares and 620,000,000 NYNEX
CableComms US shares of Common Stock tendered by NYNEX through its subsidiary,
NYNEX Network Systems Company, representing approximately 67% of the outstanding
NYNEX CableComms UK Ordinary Shares and 67% of the outstanding NYNEX CableComms
US shares of Common Stock, respectively. As a result, CWC acquired control of
the Companies from NYNEX. In connection with the Offers, the four Directors
appointed by NYNEX to the Boards of Directors of each of NYNEX CableComms UK and
NYNEX CableComms US have resigned effective upon all conditions to the Offers
being satisfied or waived.
 
     Pursuant to an Agreement and Plan of Merger, dated as of March 21, 1997
(the "Merger Agreement"), among NYNEX CableComms US, CWC and Cable & Wireless
Communications Delaware Inc. (the "Merger Sub"), CWC intends to cause Merger Sub
to merge with and into NYNEX CableComms US (the "Merger"). After the effective
time of the Merger, each share of NYNEX CableComms US Common Stock (other than
shares owned by CWC and shares owned by NYNEX CableComms US as treasury shares
or by any of its subsidiaries) will be converted into the right to receive
0.036746 CWC Ordinary Shares (or, at the election of the shareholder, 0.007349
CWC American Depositary Shares). As a result of the Merger, the separate
corporate existence of NYNEX CableComms US will cease and NYNEX CableComms US
will become a wholly-owned subsidiary of CWC. At a Special Meeting of NYNEX
CableComms US held on April 24, 1997, the shareholders of NYNEX CableComms US
approved the Merger.
 
     Pursuant to Sections 428-430F of the Companies Act 1985 of Great Britain,
CWC has given a notice on May 6, 1997 that it will acquire compulsorily the
remaining NYNEX CableComms UK Ordinary Shares (including those represented by
NYNEX CableComms ADSs) not purchased by CWC in the Offers (the "Compulsory
Acquisition") on the same terms as in the Offers. As a result of the Compulsory
Acquisition, NYNEX CableComms UK will become a wholly-owned subsidiary of CWC
and all of the outstanding NYNEX CableComms UK Ordinary Shares, other than NYNEX
CableComms UK Ordinary Shares held by CWC, will be acquired for 0.330714 CWC
Ordinary Shares per NYNEX CableComms UK Ordinary Share (or, at the election of
the shareholder, 0.066143 CWC American Depositary Shares).
 
                                        7
<PAGE>   9
 
                         NYNEX CABLECOMMS GROUP PLC AND
                          NYNEX CABLECOMMS GROUP INC.
 
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
          FIRST QUARTER OF 1997 AS COMPARED WITH FIRST QUARTER OF 1996
 
FORMATION OF CWC
 
     In October 1996, Cable and Wireless plc, Bell Canada International Inc. and
NYNEX entered into an agreement (as amended and restated, the "Transaction
Agreement") pursuant to which, subject to the satisfaction of certain conditions
precedent, the parties agreed to combine Mercury Communications Limited, Bell
Cablemedia plc (as enlarged by the acquisition of Videotron Holdings plc) and
NYNEX CableComms under a new holding company, Cable & Wireless Communications
plc ("CWC"). On April 28, 1997, CWC announced that it had acquired 92.6% of the
outstanding NYNEX CableComms UK Ordinary Shares and NYNEX CableComms US Shares
of Common Stock (including shares represented by NYNEX CableComms ADSs) in
exchange for CWC ordinary shares. The remaining shares will be acquired through
a compulsory acquisition procedure in the UK and a "squeeze-out" merger in the
US. As a result of the consummation of the transactions contemplated by the
Transaction Agreement, among other things, NYNEX CableComms has become a part of
the combined CWC group, its existing credit facilities discussed below under
"Financing of NYNEX CableComms" have been repaid and replaced with a CWC credit
facility, and other changes may occur in relation to its income taxes, capital
resources and liquidity and in its regulatory position and future prospects. The
possibility of these future changes should be taken into account when reviewing
"Income Taxes", "Capital resources and liquidity", "Financing of NYNEX
CableComms" and "Cash flows and liquidity", below.
 
RESULTS OF OPERATIONS
 
     In the first quarter of 1997, NYNEX CableComms changed its method of
calculating penetration rates using homes released to operations as the
denominator in the calculations rather than homes passed and marketed. All
references to penetration rates below are the revised rates based on the new
calculations.
 
REVENUE
 
     Operating revenue increased 43% to L46.5 million for the first quarter of
1997 from L32.5 million for the first quarter of 1996. The increase is
attributable primarily to an increased customer base, marketing activity and
continuing construction of the network.
 
     Cable television.  Cable television revenue increased 34% to L19.1 million
for the first quarter of 1997 from L14.3 million for the first quarter of 1996.
This increase was primarily the result of the number of basic customers. The
number of basic customers increased 34% to 283,720 at March 31, 1997 from
211,611 at March 31, 1996. The average monthly cable television revenue per
basic customer has remained relatively stable at L23.06 for the first quarter of
1997 compared to L23.44 for the first quarter of 1996.
 
     The number of homes released to operations in NYNEX CableComms' operating
franchises increased 24% to 1,568,934 at March 31, 1997 from 1,262,237 at March
31, 1996. Penetration rates increased to 18.1% at March 31, 1997 from 16.8% at
March 31, 1996, as a higher proportion of NYNEX CableComms' potential customers
chose to purchase cable television services. NYNEX CableComms' churn rate
decreased to 27.2% at March 31, 1997 from 30.1% at March 31, 1996 as less
customers chose to disconnect from their cable television service. The pay to
basic ratio remained relatively stable at 201.5% at March 31, 1997 compared to
202.3% at March 31, 1996.
 
     Residential telecommunications.  Residential telecommunications revenue
increased 43% to L21.2 million for the first quarter of 1997 from L14.8 million
for the first quarter of 1996. This increase was primarily the
 
                                        8
<PAGE>   10
 
result of an increase in the number of residential telecommunications lines and
increased usage. The number of residential telecommunications lines increased
40% to 376,814 at March 31, 1997 from 268,235 at March 31, 1996. The average
monthly residential telecommunications revenue per line decreased to L19.55 for
the first quarter of 1997 from L19.70 for the first quarter of 1996. The
decrease in the first quarter of 1997 was primarily attributable to price
reductions in the period.
 
     The increase in the number of residential telecommunications lines reflects
to a large degree the increase in the number of homes released to operations for
residential telecommunications services, which increased 24% to 1,568,934 at
March 31, 1997 from 1,262,237 at March 31, 1996. Penetration rates increased to
24.0% at March 31, 1997 from 21.3% at March 31, 1996. NYNEX CableComms believes
that the increase in penetration rates is primarily attributable to its pricing
strategy and a broader acceptance of its telecommunications service as an
alternative to that provided by British Telecommunications plc ("BT"). The
residential telecommunications churn rate decreased to 16.3% at March 31, 1997
from 17.8% at March 31, 1996.
 
     Business telecommunications.  Business telecommunications revenue increased
92% to L4.6 million for the first quarter of 1997 from L2.4 million for the
first quarter of 1996. This increase was primarily attributable to an increase
in the number of lines. The number of business telecommunications lines
increased 117% to 39,343 at March 31, 1997 from 18,166 at March 31, 1996 while
the average monthly business telecommunications revenue per line decreased to
L42.58 for the first quarter of 1997 from L48.25 for the first quarter of 1996.
The decrease in the first quarter of 1997 was primarily attributable to price
reductions in the period together with the increased number of CENTREX lines,
which tend to generate less revenue per line than single business lines. The
average number of lines per business customer increased 34% to 4.7 at March 31,
1997 from 3.5 at March 31, 1996 reflecting primarily the increased number of
CENTREX lines.
 
     The increase in the number of business telecommunications lines resulted
from an increase in the number of businesses released to operations for business
telecommunications services, which increased to 83,340 at March 31, 1997. NYNEX
CableComms did not specifically identify businesses released to operations until
June 30, 1996, at this date the number was 68,020. The business
telecommunications churn rate increased slightly to 12.6% at March 31, 1997 from
12.4% at March 31, 1996.
 
     Installation.  NYNEX CableComms' combined installation revenues for cable
television and residential and business telecommunications increased 36% to L1.6
million for the first quarter of 1997 from L1.1 million for the first quarter of
1996. This growth in revenue reflects the continuing network construction and
the corresponding increase of its customer base.
 
     OPERATING EXPENSES.  Operating expenses increased 20% to L62.0 million for
the first quarter of 1997 from L51.7 million for the first quarter of 1996 as a
result of the continuing network construction, increase in the customer base and
increase in marketing activity. The components of total operating expenses are
programming costs, telecommunications expenses, depreciation and amortization,
staff costs and selling, general and administrative expenses.
 
     Total programming costs as a percentage of cable television revenue were
60% for the first quarter of 1997 compared with 54% for the first quarter of
1996. The increased costs are a result of introducing new channels over the last
twelve months and an increase in prices charged by programming suppliers.
 
     Telecommunications expenses principally reflect interconnect charges paid
to national and international carriers for NYNEX CableComms' traffic over their
networks. Telecommunications expenses for the first quarter of 1997 decreased to
30% of telecommunications revenue from 41% in the first quarter of 1996 as a
result of successful price negotiations agreed with interconnect providers
towards the end of 1996.
 
     Depreciation and amortization increased 32% to L16.2 million for the first
quarter of 1997 from L12.3 million for the first quarter of 1996. This increase
is primarily related to the increase in the cost of total property, plant and
equipment to L1,273.3 million at March 31, 1997 from L1,005.4 million at March
31, 1996. Depreciation will continue to rise as the network is built out.
 
     Staff costs, which include salaries, wages, benefits and sales commissions,
decreased 5% to L12.2 million for the first quarter of 1997 from L12.9 million
for the first quarter of 1996. The decreased staff costs have
 
                                        9
<PAGE>   11
 
primarily occurred due to a reduction in costs relating to sales commission and
bonuses in the first quarter of 1997 compared to the first quarter of 1996
following the restructuring of the sales commission scheme in the second half of
1996. The number of employees (excluding sub-contractors) was 2,664 full time
equivalents at March 31, 1997, compared with 2,400 at March 31, 1996; the
increase in staff numbers have primarily been in customer service and the
non-commission earning sectors of the business.
 
     Selling, general and administrative expenses increased 23% to L14.5 million
for the first quarter of 1997 from L11.8 million for the first quarter of 1996
primarily as the result of increased advertising and promotion expenses and the
increase in the bad debt charge arising from increased customer numbers.
 
     Operating expenses directly attributable to the design, construction and
installation of the network are capitalized within the network and not charged
to income. These capitalized costs were L11.1 million for the first quarter of
1997 and L10.9 million for the first quarter of 1996.
 
OTHER INCOME (EXPENSE)
 
     Interest income primarily arises from the investment of proceeds of debt
and equity in advance of capital expenditures and operating cash flow
requirements and from balances due from NYNEX and its affiliates. Interest
income increased to L1.2 million for the first quarter of 1997 from L0.1 million
for the first quarter of 1996.
 
     In the first quarter of 1997, interest expense increased to L9.8 million,
net of L0.7 million which was capitalized. In the first quarter of 1996 interest
expense was L5.4 million, net of L0.5 million which was capitalized. In both the
first quarters of 1997 and 1996, L1.6 million of interest expense was
attributable to the amortization of deferred finance costs. Substantially all of
the balance represents interest paid to the North and South limited partners
under their respective financing arrangements for increased levels of borrowing.
 
     The Minority interest portion of the loss for the first quarter of 1997 was
L12.2 million compared with L15.2 million for the first quarter of 1996. The
decrease is due to smaller operating losses in the period. (See Note E to the
unaudited Combined Financial Statements describing the Minority Interest in
NYNEX CableComms).
 
INCOME TAXES
 
     Prior to June 14, 1995, NYNEX CableComms' US corporations were included in
the NYNEX consolidated federal income tax return and in New York State and New
York City combined income tax filings. While included in the NYNEX tax filings,
NYNEX CableComms' US corporations were allocated payments in accordance with the
effect their losses had on reducing the consolidated group's taxable income. As
a result of the reorganization which occurred immediately prior to the
completion of the initial public offering of NYNEX CableComms UK and NYNEX
CableComms US on June 14, 1995, NYNEX CableComms and its US corporations do not
qualify to be included in the NYNEX consolidated US federal income tax return or
in any state or local combined tax returns. As a result, for tax periods after
June 14, 1995 equivalent payments have not been made to NYNEX CableComms by
NYNEX for any further losses generated and NYNEX UK Holdings and its US
subsidiaries have been treated as a consolidated group of corporations for US
tax return purposes. However, neither NYNEX CableComms UK nor NYNEX CableComms
US has been consolidated with NYNEX UK Holdings or its subsidiaries for US tax
purposes. As a result, NYNEX CableComms UK and NYNEX CableComms US will file
their own US federal tax returns separately from NYNEX UK Holdings. For the
reasons stated above no tax benefit arose in either the first quarter of 1997 or
1996.
 
FOREIGN EXCHANGE
 
     All of NYNEX CableComms' revenues are denominated in pounds sterling.
Although the majority of NYNEX CableComms' operating expenses are incurred in
pounds sterling, NYNEX CableComms purchases certain of its network materials,
equipment and the services of seconded NYNEX employees in US dollars. During the
first quarters of 1997 and 1996, NYNEX CableComms did not experience significant
gains or
 
                                       10
<PAGE>   12
 
losses as a result of fluctuations in the exchange rate of currencies. To date,
NYNEX CableComms has not used foreign currency hedging instruments to reduce its
exposure to foreign exchange fluctuations.
 
CAPITAL RESOURCES AND LIQUIDITY
 
     Significant additional capital expenditures are required to construct the
remaining portions of NYNEX CableComms' network. Under the terms of current
licenses, NYNEX CableComms is required to construct cable television systems
passing an additional 0.7 million premises by the end of 2000, in accordance
with a series of prescribed intermediate milestones for each of its franchises.
NYNEX CableComms expects to have significant capital requirements for the
foreseeable future, expecting to make capital expenditures of approximately
L300.0 million for each of three years from January 1, 1997. During the first
quarter of 1997 capital expenditures were L65.2 million, compared to L88.4
million in the first quarter of 1996; the decrease in capital expenditures in
the first quarter of 1997 was primarily the result of slowing down the level of
the network build in the period.
 
FINANCING OF NYNEX CABLECOMMS
 
     At March 31, 1997, NYNEX CableComms had available L323.8 million of undrawn
debt facilities, available subject to NYNEX CableComms passing a certain number
of homes.
 
     The financing of NYNEX CableComms is described in Notes D, E and H to the
unaudited Combined Financial Statements. The North limited partner had
contributed L131.3 million to the North Partnership at March 31, 1997 and 1996
and had provided a further L324.1 million and L163.5 million in financing to the
Northern Operating Companies under the North Credit Facility at March 31, 1997
and 1996, respectively. The South limited partner had contributed L80.4 million
to the South Partnership at March 31, 1997 and 1996 and had provided a further
L168.6 million and L51.9 million in financing to the Southern Operating
Companies under the South Credit Facility at March 31, 1997 and 1996,
respectively.
 
CASH FLOWS AND LIQUIDITY
 
     NYNEX CableComms had net cash provided by/(used in) operating activities of
L12.8 million and L(3.8) million for the first quarters of 1997 and 1996,
respectively. The movement is primarily due to a reduction in operating losses
before interest, tax, depreciation and amortization in the first quarter of 1997
compared to the first quarter of 1996.
 
     Net cash used in investing activities was L64.7 million and L88.4 million
for the first quarter of 1997 and 1996, respectively. These included
expenditures on constructing the network and associated capital expenditures of
L65.2 million for the first quarter of 1997 and L88.4 million for the first
quarter of 1996.
 
     Net cash provided by financing activities was L43.5 million and L90.0
million for the first quarter of 1997 and 1996, respectively. During the first
quarter of 1997 and 1996, the Northern Operating Companies and Southern
Operating Companies borrowed L45.0 million and L90.0 million respectively, under
the credit facilities which are detailed in Note D to the unaudited Combined
Financial Statements.
 
OTHER MATTERS
 
REGULATORY ISSUES
 
(I) BT NETWORK PRICE CAP
 
     Oftel continues to consult on the framework for the pricing of BT
interconnection services. NYNEX CableComms must purchase interconnection
services from BT in order to complete calls to BT customers. Oftel has proposed
that BT's interconnection products will be divided into non-competitive,
prospectively competitive and competitive services. Non-competitive services
would be subject to a price cap where price increases would be limited to the
Retail Price Index ("RPI") less a certain percentage (to be determined by
Oftel), for prospectively competitive services the limit on price increases
would be set at RPI. BT would be
 
                                       11
<PAGE>   13
 
free to set the price for competitive services. The regime will also require
prices to be set based on long run incremental costs, rather than fully
allocated historic costs as is currently the case.
 
     The regime will commence on October 1, 1997 for a period of four years. A
further consultation document is expected from Oftel in May 1997.
 
(II) INTEROPERABILITY
 
     In April 1997 Oftel published a Statement on interoperability of services
across networks. The proposals aim to ensure that new services will work across
the many networks being deployed in the UK and between those networks and the
customer equipment used to access them.
 
     Consultation will take place on the proposals until July 16, 1997.
 
RECENT DEVELOPMENTS
 
     On April 28, 1997, CWC announced that all conditions had been satisfied or
waived in connection with its recommended offers (the "Offers") to purchase all
the Ordinary Shares of NYNEX CableComms UK and all the shares of Common Stock of
NYNEX CableComms US comprised in Units and that the Initial Offer Period, as
extended, and withdrawal rights, expired at 2:30 pm (London time), 9:30 am (New
york City time) on April 28, 1997. Pursuant to the Offers, CWC has accepted for
purchase all Units and NYNEX CableComms ADSs validly tendered and not withdrawn
prior to the expiration of the Initial Offer Period in exchange for 0.330714
Ordinary Shares of CWC per NYNEX CableComms UK Ordinary Share and 0.036746 CWC
Ordinary Shares per NYNEX CableComms US share of Common Stock (equivalent to
0.36746 CWC Ordinary Shares per Unit and 3.6746 CWC Ordinary Shares per NYNEX
CableComms ADS). The Offers will remain open for a Subsequent Offer Period which
will expire at 2:30 pm (London time), 9:30 am (New York City time) on May 12,
1997. During the Subsequent Offer Period, Units and NYNEX CableComms ADSs for
which valid acceptances are received will be accepted for purchase by CWC.
 
     The shares purchased by CWC upon the expiration of the Initial Offer Period
included 620,000,000 NYNEX CableComms UK Ordinary Shares and 620,000,000 NYNEX
CableComms US shares of Common Stock tendered by NYNEX through its subsidiary,
NYNEX Network Systems Company, representing approximately 67% of the outstanding
NYNEX CableComms UK Ordinary Shares and 67% of the outstanding NYNEX CableComms
US shares of Common Stock, respectively. As a result, CWC acquired control of
the Companies from NYNEX. In connection with the Offers, the four Directors
appointed by NYNEX to each of the Boards of Directors of NYNEX CableComms UK and
NYNEX CableComms US have resigned effective upon all conditions to the Offers
being satisfied or waived.
 
     Pursuant to an Agreement and Plan of Merger, dated as of March 21, 1997
(the "Merger Agreement"), among NYNEX CableComms US, CWC and Cable & Wireless
Communications Delaware Inc. (the "Merger Sub"), CWC intends to cause Merger Sub
to merge with and into NYNEX CableComms US (the "Merger"). After the effective
time of the Merger, each share of NYNEX CableComms US Common Stock (other than
shares owned by CWC, shares owned by NYNEX CableComms US as treasury shares or
by any of its subsidiaries) will be converted into the right to receive 0.036746
CWC Ordinary Shares (or, at the election of the shareholder, 0.007349 CWC
American Depositary Shares). As a result of the Merger, the separate corporate
existence of NYNEX CableComms US will cease and NYNEX CableComms US will become
a wholly-owned subsidiary of CWC. At a Special Meeting of NYNEX CableComms US
held on April 24, 1997, the shareholders of NYNEX CableComms US approved the
Merger.
 
                                       12
<PAGE>   14
 
     Pursuant to Sections 428-430F of the Companies Act 1985 of Great Britain,
CWC has given a notice on May 6, 1997 that it will acquire compulsorily the
remaining NYNEX CableComms UK Ordinary Shares (including those represented by
NYNEX CableComms ADSs) not purchased by CWC in the Offers (the "Compulsory
Acquisition") on the same terms as in the Offers. As a result of the Compulsory
Acquisition, NYNEX CableComms UK will become a wholly-owned subsidiary of CWC
and all of the outstanding NYNEX CableComms UK Ordinary Shares, other than NYNEX
CableComms UK Ordinary Shares held by CWC, will be acquired for 0.330714 CWC
Ordinary Shares per NYNEX CableComms UK Ordinary Share (or, at the election of
the shareholder, 0.066143 CWC American Depositary Shares).
 
                                       13
<PAGE>   15
 
                         NYNEX CABLECOMMS GROUP PLC AND
                          NYNEX CABLECOMMS GROUP INC.
 
                   OPERATING STATISTICS -- FIRST QUARTER 1997
                                  (UNAUDITED)
 
     The following table summarizes information set out in Management's
Discussion and Analysis of Financial Condition and Results of Operations:
 
<TABLE>
<CAPTION>
                                                                              NET ADDITIONS
                                                                       ---------------------------
                                                                       3 MONTHS TO     3 MONTHS TO
                                                                        MARCH 31,       MARCH 31,
                                                                          1997            1996
                                                                       -----------     -----------
<S>                                                                    <C>             <C>
CABLE TELEVISION
Homes released to operations.......................................        78,072         137,675
Cable television customers.........................................        15,201          14,607
RESIDENTIAL TELECOMMUNICATIONS
Homes released to operations.......................................        78,072         137,675
Residential lines connected........................................        27,554          35,684
BUSINESS TELECOMMUNICATIONS
Business lines connected...........................................         6,056           3,906
</TABLE>
 
<TABLE>
<CAPTION>
                                                        MARCH 31,     DECEMBER 31,     MARCH 31,
                                                          1997            1996           1996
                                                          TOTAL          TOTAL           TOTAL
                                                        ---------     ------------     ---------
<S>                                                     <C>           <C>              <C>
Homes passed........................................    1,699,941       1,612,261      1,360,238
Businesses passed...................................       88,127          83,875         60,648
                                                        ---------       ---------      ---------
TOTAL PREMISES PASSED...............................    1,788,068       1,696,136      1,420,886
                                                        =========       =========      =========
CABLE TELEVISION
Homes released to operations........................    1,568,934       1,490,862      1,262,237
Basic customers.....................................      283,720         268,519        211,611
Penetration rate (restated)*........................        18.1%           18.0%          16.8%
Pay to basic ratio..................................       201.5%          213.5%         202.3%
Churn rate..........................................        27.2%           29.6%          30.1%
Average monthly revenue per customer................       L23.06          L22.83         L23.44
RESIDENTIAL TELECOMMUNICATIONS
Homes released to operations........................    1,568,934       1,490,862      1,262,237
Residential lines connected.........................      376,814         349,260        268,235
Penetration rate (restated)*........................        24.0%           23.4%          21.3%
Churn rate..........................................        16.3%           16.4%          17.8%
Average monthly revenue per line....................       L19.55          L19.96         L19.70
BUSINESS TELECOMMUNICATIONS
Businesses released to operations...................       83,340          78,160            n/a
Business lines connected............................       39,343          33,287         18,166
Average number of lines per customer................          4.7             4.4            3.5
Churn rate..........................................        12.6%           13.0%          12.4%
Average monthly revenue per line....................       L42.58          L49.39         L48.25
</TABLE>
 
---------------
 
* NYNEX CableComms has changed the method of calculating penetration rates using
  homes released to operations as the denominator in the calculations rather
  than homes passed and marketed. The comparative figures for March 31, 1996 and
  December 31, 1996 have been restated using the new method of calculation.
 
  n/a -- not available
 
                                       14
<PAGE>   16
 
                         NYNEX CABLECOMMS GROUP PLC AND
                          NYNEX CABLECOMMS GROUP INC.
 
                          PART II -- OTHER INFORMATION
 
ITEM 5  OTHER INFORMATION
 
     None
 
ITEM 6  EXHIBITS AND REPORTS ON FORM 8-K
 
     (A) EXHIBITS
 
<TABLE>
<CAPTION>
    EXHIBIT
    NUMBER
    ------
    <S>        <C>
    (10a)      Credit Agreement dated as of April 25, 1997 between NYNEX CableComms Oldham
               and Tameside and CWC with respect to loans by CWC to NYNEX CableComms Oldham
               and Tameside in the aggregate principal amount of L34,400,000
    (10b)      Schedule identifying substantially identical agreements to the Agreement
               constituting Exhibit 10a hereto entered into by CWC with each of the following
               subsidiaries of Registrants:
               NYNEX CableComms Bolton
               NYNEX CableComms Wirral Telephone and Cable T.V. Company
               NYNEX CableComms Bury and Rochdale
               NYNEX CableComms Cheshire
               NYNEX CableComms Derby
               NYNEX CableComms Greater Manchester
               NYNEX CableComms Macclesfield
               NYNEX CableComms Staffordshire
               NYNEX CableComms Stockport
               NYNEX CableComms Wirral
               NYNEX CableComms Bromley
               NYNEX CableComms Solent
               NYNEX CableComms Surrey
               NYNEX CableComms Sussex
               NYNEX CableComms Wessex
    (27)       Financial Data Schedule
</TABLE>
 
     (B) REPORTS ON FORM 8-K
 
     The Companies filed a Current Report on Form 8-K, dated April 2, 1997, in
     respect of the Merger Agreement dated as of March 21, 1997 among NYNEX
     CableComms US, CWC and Cable & Wireless Communications Delaware Inc. (Item
     5).
 
     The Companies filed a Current Report on Form 8-K, dated April 23, 1997, in
     respect of the Companies' press release dated April 23, 1997 announcing the
     Companies total revenue for the three-month period ended March 31, 1997
     (Items 5 and 7).
 
     The Companies filed a Current Report on Form 8-K, dated April 24, 1997, in
     respect of the Companies' press release dated April 24, 1997 announcing the
     results of votes taken at the Extraordinary General Meeting and the Special
     Meeting of Shareholders held on April 24, 1997 (Items 5 and 7).
 
                                       15
<PAGE>   17
 
     The Companies filed a Current Report on Form 8-K, dated April 28, 1997,
     reporting the change in control of the Companies as a result of the
     acquisition of shares in the Companies by CWC on April 28, 1997 (Items 1
     and 7).
 
                                       16
<PAGE>   18
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on their behalf by the
undersigned officers thereunto duly authorized.
 
                                            NYNEX CABLECOMMS GROUP PLC
                                            (Registrant)
 
                                            /s/ GRAHAM L. ROBERTSON
 
                                            ------------------------------------
                                            Graham L. Robertson
                                           Principal Financial Officer
 
Date: May 7, 1997
 
                                            NYNEX CABLECOMMS GROUP INC.
                                            (Registrant)
 
                                            /s/ GRAHAM L. ROBERTSON
 
                                            ------------------------------------
                                            Graham L. Robertson
                                           Principal Financial Officer
 
Date: May 7, 1997
 
                                       17
<PAGE>   19
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
                                                                                  SEQUENTIALLY
    EXHIBIT                                                                       NUMBERED PAGE
    ------                                                                        -------------
    <S>        <C>                                                                <C>
    (10a)      Credit Agreement dated as of April 25, 1997 between NYNEX
               CableComms Oldham and Tameside and CWC with respect to loans by
               CWC to NYNEX CableComms Oldham and Tameside in the aggregate
               principal amount of L34,400,000
    (10b)      Schedule identifying substantially identical agreements to the
               Agreement constituting Exhibit 10a hereto entered into by CWC
               with each of the following subsidiaries of Registrants:
               NYNEX CableComms Bolton
               NYNEX CableComms Wirral Telephone and Cable T.V. Company
               NYNEX CableComms Bury and Rochdale
               NYNEX CableComms Cheshire
               NYNEX CableComms Derby
               NYNEX CableComms Greater Manchester
               NYNEX CableComms Macclesfield
               NYNEX CableComms Staffordshire
               NYNEX CableComms Stockport
               NYNEX CableComms Wirral
               NYNEX CableComms Bromley
               NYNEX CableComms Solent
               NYNEX CableComms Surrey
               NYNEX CableComms Sussex
               NYNEX CableComms Wessex
</TABLE>
 
                                       18
<PAGE>   20
 
<TABLE>
    <S>        <C>                                                                   <C>
    (27)       Financial Data Schedule
</TABLE>
 
                                       19