SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 18, 1998
KNIGHT-RIDDER, INC.
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(Exact name of registrant as specified in its charter)
Florida 1-7553 38-0723657
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
One Herald Plaza, Miami, Florida 33132
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 376-3800
----------------------
Not Applicable
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(Former name or former address, if changed since last report)
Page 1 of 7 Pages
<PAGE>
Item 2. Disposition of Assets.
On March 18, 1998, Knight-Ridder, Inc., through its wholly-owned subsidiary
Knight-Ridder Cablevision, Inc. completed the sale to Tele-Communications, Inc.
of its remaining jointly owned investment in cable television systems. This sale
included cable systems in five southern states including Kentucky. It
represented a small component of an earlier sale to Tele-Communications, Inc. on
January 10, 1997 (See Form 8-K dated January 10, 1997). The consideration that
Knight-Ridder, Inc. received for its remaining interests, determined through
arms-length negotiation, was $11,890,963 in net cash and 1,242,965 shares of
Tele-Communications, Inc. Series A TCI Group common stock which will be
registered for sale by Tele-Communications, Inc. in one year.
Item 7. Financials and Exhibits
b. Pro Forma Financial Information
This transaction involved the sale of Knight-Ridder Inc.'s (KRI) remaining
investment in cable television systems. KRI owned a 15% interest in cable
television systems in five Southern states including Kentucky and since January
1997, accounted for it under the cost method. Therefore there are no pro forma
adjustments which affect the condensed consolidated statement of income. A
tabular pro forma condensed consolidated balance sheet, along with accompanying
notes, is presented as if the sale had occurred at the end of the period
presented. The pro forma effects and adjustments were determined based on
available information and on certain allocations that KRI believes are
reasonable. The pro forma financial information does not purport to represent
what KRI's actual results of operations would have been had the sale occurred at
the beginning of the period presented and may not be indicative of KRI's
financial position or operating results for any future date or period.
Page 2 of 7 Pages
<PAGE>
KNIGHT-RIDDER, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
DECEMBER 28, 1997
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
PRO FORMA ADJUSTED
HISTORICAL ADJUSTMENTS PRO FORMA
----------- ----------- -----------
ASSETS
<S> <C> <C>
Cash & equivalents
including short-term cash investments $ 160,291 $ 160,291
Accounts receivable 374,746 374,746
Inventories 50,332 50,332
Other current assets 55,746 55,746
----------- ----------- -----------
Total Current Assets 641,115 -- 641,115
----------- ----------- -----------
Investments and Other Assets 395,117 37,418 B 426,432
(6,103) A
Property, Plant and Equipment, net 1,046,514 1,046,514
Goodwill and Other Intangible Assets 2,272,396 2,272,396
----------- ----------- -----------
Total $ 4,355,142 $ 31,315 $ 4,386,457
=========== =========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Other current liabilities 598,656 11,786 C 610,442
----------- ----------- -----------
Total Current Liabilities 598,656 11,786 610,442
Other noncurrent liabilities 2,204,813 (11,891) A 2,198,419
5,497 C
----------- ----------- -----------
Total Noncurrent Liabilities 2,204,813 (6,394) 2,198,419
Shareholders' Equity
Preferred Stock 1,755 1,755
Common stock 1,700 1,700
Additional capital 911,572 911,572
Retained earnings 636,646 25,923 D 662,569
----------- ----------- -----------
Total Shareholders' Equity 1,551,673 25,923 1,577,596
----------- ----------- -----------
Total $ 4,355,142 $ 31,315 4,386,457
=========== =========== ===========
</TABLE>
See accompanying notes.
Page 3 of 7 Pages
<PAGE>
Knight-Ridder, Inc.
Notes to Pro forma Balance Sheet (unaudited)
(In Thousands of Dollars)
NOTE A - PRO FORMA ADJUSTMENTS
CONDENSED CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 1997
A. To record the use of net proceeds to reduce long term borrowings ($11,891)
and to adjust other assets for the estimated fair value of the securities
received ($37,418).
B. To eliminate the carrying value of the investment ($6,103).
C. To record the tax effect of the gain on the sale.
D. To record the gain on the transaction, net of tax ($25,923).
Page 4 of 7 Pages
<PAGE>
c. Exhibits and Reports of Form 8-K
(2) - 1 Assignment, Assumption, and Bill of Sale (TKR Partners Interest) dated
as of March, 18, 1998 by and between Tele-Communications, Inc. and Knight-Ridder
Cablevision, Inc.
(2) - 2 Amendment No. 1 to Standstill, Indemnification and Contribution
Agreement dated as of March 18, 1998, by and between Tele-Communications, Inc.
and Knight-Ridder Cablevision, Inc.
(2) - 3 Asset Purchase Agreement dated as of March 18, 1996 is incorporated by
reference to the Company's Form 8-K dated January 10, 1997.
(2) - 4 First Amendment to Asset Purchase Agreement dated as of September 27,
1996 is incorporated by reference to the Company's Form 8-K dated January 10,
1997.
(2) - 5 Second Amendment to Asset Purchase Agreement dated as of January 10,
1997 is incorporated by reference to the Company's Form 8-K dated January 10,
1997.
Page 5 of 7 Pages
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereto duly authorized.
Dated: March 31, 1998
KNIGHT-RIDDER, INC.
(Registrant)
By: /s/ GARY R. EFFREN
---------------------
Gary R. Effren
Vice President/Controller
(Chief Accounting Officer and Duly
Authorized Officer of Registrant)
Page 6 of 7 Pages
<PAGE>
Index to Exhibits
(2) - 1 Assignment, Assumption, and Bill of Sale (TKR Partners Interest) dated
as of March, 18, 1998 by and between Tele-Communications, Inc. and Knight-Ridder
Cablevision, Inc.
(3) - 2 Amendment No. 1 to Standstill, Indemnification and Contribution
Agreement dated as of March 18, 1998, by and between Tele-Communications, Inc.
and Knight-Ridder Cablevision, Inc.
Page 7 of 7 Pages
<PAGE>
ASSIGNMENT, ASSUMPTION AND BILL OF SALE
(TKR PARTNERS INTEREST)
This Assignment, Assumption and Bill of Sale (this
"Assignment") is made as of March 18, 1998, by and between Knight-Ridder
Cablevision, Inc. ("Seller") and Tele-Communications, Inc. ("Assignee").
RECITALS
This Assignment is entered into pursuant to and as a condition
to the parties' obligations at the Second Closing under the Asset Purchase
Agreement dated as of March 18, 1996 among Assignee, Seller, KRC-SNJ, Inc,
KRC-NJFT, Inc. and Knight-Ridder Investment Company, as amended (the
"Agreement"). Terms with initial capital letters not otherwise defined in this
Assignment have the meanings ascribed to them in the Agreement.
AGREEMENT
For valuable consideration, the parties agree as follows:
1. Effective as of the date of this Assignment, Seller sells,
transfers, conveys and assigns to Assignee, its successors and assigns all of
Seller's right, title and interest in and to the TKR Partners Interest.
2. Effective as of the date of this Assignment, Assignee
assumes and undertakes and agrees to perform all of the Second Closing Assumed
Liabilities.
3. Nothing in this Assignment is intended to modify, amend or
alter in any respect the rights and obligations of the parties under the
Agreement, which will remain in full force and effect notwithstanding the
execution and delivery of this Assignment. If any provision of this Assignment
is construed to conflict with any provision of the Agreement, the provision of
the Agreement shall control.
4. Seller hereby appoints Assignee the true and lawful
attorney of Seller, with full power of substitution, in the name of Seller or
otherwise, and on behalf and for the benefit of Assignee:
(a) to demand and receive from time to time any and all of
the TKR Partners Interest and to exercise any and all rights exercisable with
respect to the TKR Partners Interest or any part thereof and/or the Second
Closing Assumed Liabilities;
(b) to give receipts, releases and acquittances for or in
respect of the TKR Partners Interest or any part thereof and/or the Second
Closing Assumed Liabilities; and
<PAGE>
(c) to institute and prosecute in the name of Seller or
otherwise all proceedings Assignee may deem proper to collect, assert or enforce
any claim, right, title, debt or account included among or arising from the TKR
Partners Interest and/or any part thereof or the Second Closing Assumed
Liabilities.
Seller agrees that the foregoing powers are coupled with an interest and will
not be revoked by it in any manner for any reason. Seller will transfer and
deliver to Assignee any property that Seller may hereafter receive in respect of
any claims, contracts, rights, commitments, accounts or any other items included
among the TKR Partners Interest.
5. Seller agrees that it will execute and deliver any further
assignments or other instruments of transfer as may reasonably be deemed
necessary or appropriate by Assignee fully to vest in Assignee all right, title
and interest of Seller in and to the TKR Partners Interest, in accordance with
the Agreement.
6. This Assignment will be binding upon, and will inure to the
benefit of, Seller, Assignee and their respective successors and assigns.
7. This Assignment will be governed by and construed in
accordance with the laws of the State of Delaware.
8. Any term or provision of this Assignment which is held to
be invalid or unenforceable in any jurisdiction, as to such jurisdiction, will
be ineffective only to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Assignment or affecting the validity or enforceability of any of the terms or
provisions of this Assignment in any other jurisdiction.
9. This Assignment may not be altered, amended, changed,
terminated or modified or compliance with any provision waived in any respect or
any particular, except by written instrument executed by each of the parties
hereto.
10. This Assignment may be executed in one or more
counterparts, each of which will be deemed an original but all of which will
constitute one and the same instrument.
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<PAGE>
The undersigned have executed this Assignment, Assumption and
Bill of Sale effective as of the date first written above.
SELLER:
KNIGHT-RIDDER CABLEVISION, INC.
By: /s/ Ross Jones
--------------
Ross Jones
Title: Authorized Officer
ASSIGNEE:
TELE-COMMUNICATIONS, INC.
By: /s/ Stephen M. Brett
--------------------
Stephen M. Brett
Title: Executive Vice President
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<PAGE>
AMENDMENT NO. 1 TO
STANDSTILL, INDEMNIFICATION AND CONTRIBUTION AGREEMENT
THIS AMENDMENT NO. 1 TO STANDSTILL, INDEMNIFICATION AND
CONTRIBUTION AGREEMENT (this "Amendment") is dated as of March 18, 1998 by and
among Tele-Communications, Inc., a Delaware corporation ("TCI"), TCI TKR, Inc.
(formerly known as TCI Storer, Inc.), a Delaware corporation ("TCI Storer"), TCI
TKR Limited Partnership (formerly known as TKR Storer Limited Partnership), a
Colorado limited partnership ("TKR-Storer"), Knight-Ridder Cablevision, Inc., a
Florida corporation ("K-R Cablevision"), Country Cable Co., a Colorado
corporation ("Country Cable"), and TKR Cable Partners (formerly known as SCI
Cable Partners), a Colorado general partnership ("SCI Cable Partners").
RECITALS
--------
The parties to this Amendment are the parties to the
Standstill, Indemnification and Contribution Agreement made as of November 30,
1992 (the "Agreement"). The parties, by this Amendment, desire to amend the
Agreement in connection with TCI's purchase of K-R Cablevision's interest in SCI
Cable Partners pursuant to an Asset Purchase Agreement dated as of March 18,
1996 (the "Purchase Agreement").
AGREEMENT
---------
For valuable consideration, the parties agree as follows:
1. DEFINITIONS. All terms used but not defined in this Amendment
will have the meanings given such terms in the Agreement.
2. AMENDMENTS TO AGREEMENT EFFECTIVE DECEMBER 2, 1992. The following
amendments to the Agreement are made effective as of December 2, 1992:
(a) Clause (iii) of the definition of "Collateral" set forth in
Section 1 of the Agreement is amended to read in its entirety as follows:
(iii) securities traded on the New York Stock
Exchange, American Stock Exchange or NASDAQ National
Market System with a market value of at least 150% of the
Collateral Amount; provided that, in the event the market
value of such securities becomes less than 133 1/3% of the
portion (if the securities are deposited in combination
with Collateral pursuant to clause (i) or (ii)) of the
Collateral Amount such securities represent as of the last
Business Day of any calendar month, the applicable party
shall be obligated within five Business Days to provide
additional such securities or other Collateral so that the
total market value of the securities then held in escrow
is at least equal to 150% of the Collateral Amount such
<PAGE>
securities represent; and provided further that, in the
event the market value of such securities becomes more
than 166 2/3% of the portion of the Collateral Amount such
securities represent as of the last Business Day of any
calendar month, the applicable party shall be entitled to
have securities released so that the total market value of
the portion of the Collateral Amount such securities
represent then held in escrow is not greater than 150% of
the portion of the Collateral Amount such securities
represent. Such securities may include securities of TCI,
Liberty, Knight-Ridder or Comcast provided that
registration rights set forth in the form of the
Registration Rights Agreement attached as Exhibit 10.2(b)
to the Distribution Agreement (the "Registration Rights
Agreement") are provided with respect to such securities
(in the event such registration rights are to be provided,
TCI, Comcast and the Registrant (as defined in the
Registration Rights Agreement), if the Registrant is a
Person other than TCI or Comcast, shall execute and
deliver the Registration Rights Agreement in connection
with the delivery of the Registrant's securities into
escrow pursuant to the Escrow Agreement). For purposes of
this clause (iii), "market value" shall mean the average
closing price of the subject securities as reported by the
New York Stock Exchange, the American Stock Exchange or
the NASDAQ National Market System, as applicable, for the
ten trading days immediately preceding the date (and not
including such date) on which the securities are deposited
into escrow or the last Business Day (and not including
such date) of any calendar month, as applicable.
(b) Clause (ii) of Section 2(a) of the Agreement is amended to
read in its entirety as follows:
(ii) TCI Storer's partnership interest in
TKR-Storer (but, the foregoing representations and
warranties in this Section 2(a) shall not extend to loans
described in the last sentence of Section 2(b)).
(c) Section 3(a) of the Agreement is amended by the addition of
the following parenthetical at the end of the existing provision (after the word
"business"):
(but, subject to the representations and warranties set
forth in Sections 3(b) and (c), the foregoing
representations and warranties in this Section 3(a) shall
not extend to transfers of assets of any of HC1, HC2, HC3,
the Departing Subsidiaries or their subsidiaries within
their respective consolidated federal income tax groups or
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<PAGE>
loans described in the last sentence of Section 3(c))
(d) Clause (ii) of Section 4(a) of the Agreement is amended to
read in its entirety as follows:
(ii) a partnership interest in SCI Cable Partners; or
(e) Clause (ii) of Section 5(a) of the Agreement is amended to
read in its entirety as follows:
(ii) a partnership interest in SCI Cable Partners; or
(f) Section 6 of the Agreement is amended by the addition of the
following parenthetical at the end of the existing provision (after the word
"Request"):
(but, subject to the representations and warranties set
forth in Section 3(c), the foregoing covenants in this
Section shall not preclude bona fide and arm's length
loans between or among TCI, TCI Southeast, TCI Storer,
TKR-Storer, HC1, HC2, HC3, any Departing Subsidiary or
subsidiary thereof or their respective Affiliates with
interest rates approximately equal to the rate that a
third party lender would have charged under similar
circumstances)
(g) Section 7(a) of the Agreement is amended by the addition of
the following parenthetical at the end of the existing provision (after the word
"business"):
(but, subject to the representations and warranties set
forth in Sections 3(b) and (c) and the covenant set forth
in Section 7(b), the foregoing covenants in this Section
7(a) shall not preclude transfers of assets of any of HC1,
HC2, HC3, the Departing Subsidiaries or their subsidiaries
within their respective consolidated federal income tax
groups or bona fide and arm's length loans between or
among TCI, TCI Southeast, TCI Storer, TKR-Storer, HC1,
HC2, HC3, any Departing Subsidiary or subsidiary thereof
or their respective Affiliates with interest rates
approximately equal to the rate that a third party lender
would have charged under similar circumstances)
(h) Clause (ii) of Section 8(a) of the Agreement is amended to
read in its entirety as follows:
(ii) a partnership interest in SCI Cable Partners; or
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<PAGE>
(i) Clause (ii) of Section 9(a) of the Agreement is amended to
read in its entirety as follows:
(ii) a partnership interest in SCI Cable Partners; or
3. AMENDMENTS TO AGREEMENT EFFECTIVE AS OF DATE OF AMENDMENT.
The following amendments to the Agreement are made effective as of the date of
this Agreement:
(a) The definition of "Dispute Resolution Procedure" set forth
in Section 1 of the Agreement is amended to read in its entirety as follows:
"DISPUTE RESOLUTION PROCEDURE" means a procedure
whereby (i) K-R Cablevision will select a representative
of a nationally recognized accounting firm, (ii) TCI
Storer will select a representative of a second nationally
recognized accounting firm, (iii) the two representatives
so selected will together choose a representative of a
third nationally recognized accounting firm (which firm
will not have received more than $100,000 in fees from the
TCI Tax Affiliates, the Knight-Ridder Tax Affiliates, the
Liberty Tax Affiliates or SCI Cable Partners in any one of
the preceding five years) and (iv) the three
representatives together will, within a reasonable period
of time, decide the issue(s) submitted to them. Either TCI
Storer or K-R Cablevision may initiate the Dispute
Resolution Procedure by providing a notice to the other
party (the "Initiating Notice") which will describe the
issue in dispute, and that party's proposed resolution and
provide the name of the representative of the accounting
firm selected by it. The dispute identified in the
Initiating Notice will be resolved as proposed therein
unless the other party within 30 days after receipt of the
Initiating Notice provides a notice (the "Responding
Notice") to the first party which will state that party's
proposed resolution and provide the name of the
representative of the accounting firm selected by it. If
the two representatives of nationally recognized
accounting firms fail to select a representative of a
third nationally recognized accounting firm within 30 days
after the receipt of the Responding Notice, either party
may cause the representative of the third firm to be
selected by the American Arbitration Association in
Denver, Colorado. If any representative becomes
unavailable, his successor will be chosen by the
accounting firm of which he is a representative. All
applicable disputes will be resolved by a majority of the
representatives of the three nationally recognized
accounting firms; provided that, if the dispute relates to
an amount, each
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<PAGE>
representative will specify an amount and the amount
binding upon the parties will equal one-half of the sum of
the two amounts that are closest to each other; and
provided further that, if the highest and lowest amount
are equidistant from the middle amount, the middle amount
will be binding on the parties to the fullest extent
permitted by applicable law. Judgment upon decisions
rendered in accordance with the Dispute Resolution
Procedure may be entered in any court having jurisdiction
thereof. Any decision rendered pursuant to a Dispute
Resolution Procedure will be final and binding on the
parties hereto. TCI Storer and K-R Cablevision will each
bear the fees and expenses of the representative selected
by it, and the fees and expenses of the representative of
the third nationally recognized accounting firm will be
shared equally by TCI Storer and K-R Cablevision.
(b) Section 1 of the Agreement is amended by the addition of the
following two definitions:
"ALLOCATED PARTNER SECTION 355 LIABILITIES" means,
with respect to any present or former direct or indirect
partner in TKR-Storer, all Shareholder Section 355
Liabilities which are allocable to such direct or indirect
partner under applicable Code and partnership agreement
provisions.
"SHAREHOLDER SECTION 355 LIABILITIES" means all
Section 355 Liabilities incurred and tax benefits lost as
a result of TKR-Storer recognizing income or gain in the
Section 355 Transactions, solely as a result of
TKR-Storer's status as a shareholder of SCI Holdings, Inc.
(c) Section 10.1(b) of the Agreement is amended to read in its
entirety as follows:
(b) If (i) there is a Final Determination that the
Section 355 Transactions resulted in a Section 355
Liability, in whole or in part, (ii) TKR-Storer has
breached any of the covenants set forth in Section 7 or
breached any of the representations set forth in Sections
3(a) through (f), (iii) while K-R Cablevision was a
partner of SCI Cable Partners, SCI Cable Partners, as the
limited partner of TKR-Storer, approved the action
resulting in such breach, and (iv) such breach is
primarily responsible for such Section 355 Transactions
resulting in such Section 355 Liability, then:
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<PAGE>
(x) subject to the provisions of Section
10.4 and except as provided in clause
(y) below, K-R Cablevision shall be
responsible for 15% of all Section 355
Liabilities and lost tax benefits and
TKR-Storer shall be responsible for the
remaining 85% of such Section 355
Liabilities and lost tax benefits, and
(y) Country Cable, K-R Cablevision and
TCI Storer each shall be responsible for
its Allocated Partner Section 355
Liabilities.
(d) Section 10.1(e) of the Agreement is amended to read in its
entirety as follows:
(e) If (i) there is a Final Determination that the
Section 355 Transactions resulted in a Section 355
Liability, in whole or in part, and (ii) two or more of
TCI Storer, Country Cable and K-R Cablevision are equally
responsible for such Section 355 Liability because of a
breach of their respective representations or covenants
referenced in Sections 10.1(a), (c) and (d), then each
Person so responsible shall share in such Section 355
Liabilities and lost tax benefits in proportion to the
ratio of such Person's Relative Percentage Interest to the
sum of the Relative Percentage Interests of all such
responsible Persons. "Relative Percentage Interest" shall
mean 15% in the case of each of Country Cable and K-R
Cablevision and 85% in the case of TCI Storer.
(e) Section 10.1(f) of the Agreement is amended to read in its
entirety as follows:
(f) If (i) there is a Final Determination that the
Section 355 Transactions resulted in a Section 355
Liability, in whole or in part, and (ii) none of TKR
Storer, TCI Storer, K-R Cablevision or Country Cable has
breached its respective representations or covenants
referenced in Sections 10.1(a), (c) or (d), then:
(x) subject to the provisions of Section
10.4 and except as provided in clause
(y) below, K-R Cablevision shall be
responsible for 15% of all such Section
355 Liabilities and lost tax benefits
and TKR-Storer shall be responsible for
the remaining
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<PAGE>
85% of such Section 355 Liabilities and
lost tax benefits, and
(y) Country Cable, K-R Cablevision and
TCI Storer each shall be responsible for
its Allocated Partner Section 355
Liabilities.
(f) The cross references to Section 10.1(f) included in Section
10.2(a) are deleted.
(g) Section 10.2(b) of the Agreement is amended to read in its
entirety as follows:
If the TCI Tax Affiliates, the TKR-Storer Tax
Affiliates, the Knight-Ridder Tax Affiliates or the
Liberty Tax Affiliates receives (i) from the Internal
Revenue Service a preliminary notice of deficiency (an
"IRS Notice") asserting that the Section 355 Transactions
are taxable on a basis that, if upheld, would result in
any Person being responsible for a portion of such Section
355 Liabilities and related items pursuant to Sections
10.1(b), (e) or (f), or (ii) from Comcast a notification
of either a breach of a covenant under the Distribution
Agreement requiring that the Collateral be placed in
escrow pursuant to Section 10.2(a) of the Distribution
Agreement or an IRS Notice asserting that the Section 355
Transactions are taxable on a basis that, if upheld, would
result in any Person being responsible for a portion of
such Section 355 Liabilities and related items pursuant to
Sections 10.1(b), (e) or (f), then each such responsible
Person shall deposit that percentage of the Collateral
Amount into the escrow, in accordance with the terms of
the Escrow Agreement, which is equal to the percentage of
the total Section 355 Liabilities and related items for
which such Person is responsible pursuant to Sections
10.1(b), (e) or (f).
(h) A new Section 10.4 is added to the Agreement, which will
read in its entirety as follows:
10.4 In no event will the aggregate amount of
Section 355 Liabilities and lost tax benefits for which
K-R Cablevision is responsible pursuant to Section 10.1(b)
and (f), but excluding its Allocated Partner Section 355
Liabilities, exceed the amount of the portion of the Final
Purchase Price determined in accordance with the Asset
Purchase Agreement allocable to K-R
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<PAGE>
Cablevision's interest in SCI Cable Partners. This limit
will not apply to K-R Cablevision's other obligations
pursuant to Section 10.1.
(i) Section 11.1 of the Agreement is amended to read in its
entirety as follows:
11.1 INDEMNIFICATION BY TCI STORER. Following the
Closing, TCI Storer shall indemnify and hold TKR-Storer,
the Liberty Indemnitees and the Knight-Ridder Indemnitees
harmless against any and all Indemnification Items that
may be imposed on, incurred by or asserted against
TKR-Storer, any Liberty Indemnitee or any Knight-Ridder
Indemnitee resulting from (a) Section 355 Liabilities
arising from a breach of any of the representations,
warranties, covenants or agreements of TCI Storer set
forth in Sections 2(a) through (c), 6 or 10 of this
Agreement, (b) Liabilities arising from a breach of any of
the other representations, warranties, covenants or
agreements of TCI Storer set forth in this Agreement,
whether or not such Indemnification Items may have been
known to or discoverable by any such indemnitee at or
before the Closing, or (c) Liabilities arising under the
proviso to Section 2.4(c) of the Distribution Agreement
from willful misconduct by TCI, TCI Southeast or TCI
Storer, except that TCI Storer shall not be obligated to
indemnify:
(i) TKR-Storer for any Indemnification Item
to the extent that TKR-Storer receives, any Liberty
Indemnitee to the extent that any Liberty Indemnitee
receives, or any Knight-Ridder Indemnitee to the extent
that any Knight-Ridder Indemnitee receives, payment under
any insurance policy or other contract or arrangement with
a third party; or
(ii) TKR-Storer for any Indemnification Item
as and to the extent to which TKR-Storer is, any Liberty
Indemnitee for any Indemnification Item as and to the
extent to which any Liberty Indemnitee is, or any
Knight-Ridder Indemnitee as and to the extent to which any
Knight-Ridder Indemnitee is, responsible under the terms
of this Agreement, including without limitation, Section
10.1.
4. Section 11.2(b) of the Agreement is amended to read in its
entirety as follows:
(b) Following the Closing, TKR-Storer shall indemnify and
hold the TCI Indemnitees, the Liberty Indemnitees
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<PAGE>
and the Knight-Ridder Indemnitees harmless against any and all
Indemnification Items that may be imposed on, incurred by or
asserted against any TCI Indemnitee, Liberty Indemnitee or
Knight-Ridder Indemnitee resulting from (i) Section 355 Liabilities
arising from a breach of any of the representations, warranties
covenants or agreements of TKR-Storer set forth in Sections 3(a)
through (f), 7 or 10 of this Agreement, (ii) Liabilities arising
from a breach of the other representations, warranties, covenants or
agreements of TKR-Storer set forth in this Agreement, whether or not
such Indemnification Items may have been known to or discoverable by
any such indemnitee at or before the Closing or (iii) Liabilities
arising under the proviso to Section 2.4(c) of the Distribution
Agreement from willful misconduct by TKR-Storer, HC1, HC2 or HC3,
except that TKR-Storer shall not be obligated to indemnify:
(A) any TCI Indemnitee for any Indemnification Item
to the extent that any TCI Indemnitee receives, any
Knight-Ridder Indemnitee for any Indemnification Item to the
extent that any Knight-Ridder Indemnitee receives, or any
Liberty Indemnitee to the extent any Liberty Indemnitee
receives, payment under any insurance policy or other contract
or agreement with a third party; or
(B) any TCI Indemnitee for any Indemnification Item
as and to the extent to which any TCI Indemnitee is, any Liberty
Indemnitee for any Indemnification Item as and to the extent to
which any Liberty Indemnitee is, or any Knight-Ridder Indemnitee
for any Indemnification Item as and to the extent to which any
Knight-Ridder Indemnitee is, responsible under the terms of this
Agreement, including without limitation, Section 10.1.
(a) Sections 11.3 and 11.4 are amended to read in their entirety as
follows:
11.3 INDEMNIFICATION BY K-R CABLEVISION.
(a) Following the Closing, K-R Cablevision agrees to
indemnify and hold TKR-Storer, the TCI Indemnitees and the
Liberty Indemnitees harmless against any and all Indemnification
Items that may be imposed on, incurred by or asserted against
TKR-Storer, any TCI Indemnitee or any Liberty Indemnitee
resulting from (i) Section 355 Liabilities arising from a breach
of any of the representations, warranties, covenants or
agreements of K-R Cablevision set forth in Sections 4(a) or (b),
8 or 10 of this Agreement, (ii) Liabilities arising from a
breach of any of the other representations, warranties,
covenants or agreements of K-R Cablevision set forth in this
Agreement, whether or not such Indemnification Items may have
been known to or discoverable by any
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<PAGE>
such indemnitee at or before the Closing, or (iii) Liabilities
arising under the proviso to Section 2.4(c) of the Distribution
Agreement from willful misconduct by any Knight-Ridder Tax
Affiliate, except that K-R Cablevision shall not be obligated to
indemnify:
(A) TKR-Storer for any
Indemnification Item to the extent that
TKR-Storer receives, any TCI Indemnitee for any
Indemnification Item to the extent any TCI
Indemnitee receives, or any Liberty Indemnitee to
the extent any Liberty Indemnitee receives,
payment under any insurance policy or other
contract or arrangement with a third party; or
(B) TKR-Storer for any
Indemnification Item as and to the extent to
which TKR-Storer is, any TCI Indemnitee for any
Indemnification Item as and to the extent to
which any TCI Indemnitee is, or any Liberty
Indemnitee for any Indemnification Item as and to
the extent to which any Liberty Indemnitee is,
responsible under the terms of this Agreement,
including without limitation, Section 10.1.
(b) Following the Closing, K-R Cablevision shall indemnify and
hold the TCI Indemnitors harmless against any and all Indemnification
Items that may be imposed on, incurred by or asserted against any TCI
Indemnitor under clause (b) of Section 6.1 of the Distribution
Agreement as a result of any action by a Knight-Ridder Tax Affiliate.
11.4 INDEMNIFICATION BY COUNTRY CABLE.
(b) Following the Closing, Country Cable shall indemnify and
hold TKR-Storer, the TCI Indemnitees and the Knight-Ridder Indemnitees
harmless against any and all Indemnification Items that may be imposed
on, incurred by or asserted against TKR-Storer, any TCI Indemnitee or
any Knight-Ridder Indemnitee resulting from (i) Section 355 Liabilities
arising from a breach of any of the representations, warranties,
covenants or agreements of Country Cable set forth in Sections 5(a) or
(b), 9 or 10 of this Agreement, (ii) Liabilities arising from a breach
of any of the other representations, warranties, covenants or
agreements of Country Cable set forth in this Agreement, whether or not
such Indemnification Items may have been known to or discoverable by
any such indemnitee at or before the Closing, or (iii) Liabilities
arising under the proviso to Section 2.4(c) of the Distribution
Agreement from willful misconduct by any Liberty Tax Affiliate, except
that Country Cable shall not be obligated to indemnify:
(A) TKR-Storer for any Indemnification
Item to the extent that TKR-Storer receives,
any TCI Indemnitee
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<PAGE>
for any Indemnification Item to the extent
any TCI Indemnitee receives, or any
Knight-Ridder Indemnitee to the extent any
Knight-Ridder Indemnitee receives, payment
under any insurance policy or other contract
or arrangement with a third party; or
(B) TKR-Storer for any Indemnification
Item as and to the extent to which
TKR-Storer is, any TCI Indemnitee for any
Indemnification Item as and to the extent to
which any TCI Indemnitee is, or any
Knight-Ridder Indemnitee for any
Indemnification Item as and to the extent to
which any Knight-Ridder Indemnitee is,
responsible under the terms of this
Agreement, including without limitation,
Section 10.1.
(c) Following the Closing, Country Cable shall indemnify and
hold the TCI Indemnitors harmless against any and all Indemnification Items
that may be imposed on, incurred by or asserted against any TCI Indemnitor
under clause (b) of Section 6.1 of the Distribution Agreement as a result of
any action by a Liberty Tax Affiliate.
3. MISCELLANEOUS. This Amendment, like the Agreement, will be
governed by and construed in accordance with the laws of the State of Delaware,
without giving effect to the choice of law principles that might otherwise be
applicable. The Agreement, as amended by this Amendment, and the Purchase
Agreement contain the entire understanding of the parties with respect to the
subject matter of the Agreement, as amended. Except as expressly modified by the
terms of this Amendment, the Agreement remains unmodified and in full force and
effect. This Amendment may be executed in multiple counterparts and by the
different parties on separate counterparts. Any presentation of proof of this
Amendment will be sufficient if the counterpart executed by the party against
whom such proof is offered is presented as evidence.
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<PAGE>
The parties have entered into this Amendment effective as of the date indicated
above.
TELE-COMMUNICATIONS, INC.
By: /s/ Stephen M. Brett
-----------------------------
Stephen M. Brett
Authorized Officer
TCI TKR, INC.
By: /s/ Stephen M. Brett
-----------------------------
Stephen M. Brett
Authorized Officer
TCI TKR LIMITED PARTNERSHIP
By: TCI TKR, Inc., General Partner
By: /s/ Stephen M.Brett
------------------------
Stephen M. Brett
Authorized Officer
KNIGHT-RIDDER CABLEVISION, INC.
By: /s/ Ross Jones
-----------------------------
Ross Jones
Authorized Officer
COUNTRY CABLE CO.
By: /s/ Stephen M. Brett
-----------------------------
Stephen M. Brett
Authorized Officer
TKR CABLE PARTNERS
By: Knight-Ridder Cablevision, Inc.,
General Partner
By: /s/ Ross Jones
-----------------------------
Ross Jones
Authorized Officer
By: Country Cable Co.,
General Partner
By: /s/ Stephen M. Brett
-----------------------------
Stephen M. Brett
Authorized Officer
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