<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
(AMENDMENT NO. 2)/1/
UNITED VIDEO SATELLITE GROUP, INC.
- -------------------------------------------------------------------------------
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
- -------------------------------------------------------------------------------
(Title of Class of Securities)
913155107
- -------------------------------------------------------------------------------
(CUSIP Number)
STEPHEN M. BRETT, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
TELE-COMMUNICATIONS, INC.
5619 DTC PARKWAY
ENGLEWOOD, CO 80111
(303) 267-5500
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JANUARY 8, 1998
- -------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
Note. Schedules filed in paper format shall include a signed original and
five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent
(continued on following page).
- ------------------------------------------
/1/The remainder of this cover page should be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 15 pages
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 913155107 SCHEDULE 13D PAGE 2 OF 15 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
TELE-COMMUNICATIONS, INC.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
DELAWARE
- ------------------------------------------------------------------------------
SOLE VOTING POWER 28,892,054 SHARES
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0 SHARES
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER 28,892,054 SHARES
9
REPORTING
PERSON WITH -----------------------------------------------------------
SHARED DISPOSITIVE POWER
10
0 SHARES
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
28,892,054 SHARES
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
73.1%
Assumes conversion of Class B Common Stock into Class A Common Stock.
Because each share of Class B Common Stock is generally entitled to
ten votes per share, the Reporting Person owns equity securities of
the Company representing approximately 93.3% of the voting power of
the Company (assuming no conversion of the Class B Common Stock).
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No.2 to
SCHEDULE 13D
Statement Of
TELE-COMMUNICATIONS, INC.
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
UNITED VIDEO SATELLITE GROUP, INC.
This Report amends and restates in its entirety the Report on Schedule
13D originally filed with the Securities and Exchange Commission ("SEC") by
Tele-Communications, Inc., a Delaware corporation ("TCI" or the "Reporting
Person"), on February 2, 1996 ("Original Report"), as it was amended and
supplemented by Amendment No. 1 to the Original Report filed with the SEC on
January 14, 1998 ("Amendment No. 1" and together with the Original Report, the
"TCI Schedule 13D"). This Report constitutes Amendment No. 2 to the TCI
Schedule 13D; it is filed solely for the purpose of restating electronically the
Original Report, because the Original Report was not restated electronically by
Amendment No. 1. The information in this report is only as of January 14, 1998,
the date Amendment No. 1 was filed. This Report does not report any material
change to the information on the TCI Schedule 13D that may have occurred since
the date that Amendment No. 1 was filed. Any material change to such
information since such date will be reported by the filing of an Amendment No. 3
to the TCI Schedule 13D.
ITEM 1. SECURITY AND ISSUER
-------------------
Item 1 of the TCI Schedule 13D is hereby restated in its entirety as
follows:
This Report on Schedule 13D relates to the Class A Common Stock, par
value $.01 per share (the "Class A Common Stock"), of United Video Satellite
Group, Inc., a Delaware corporation (the "Company"), and includes information
regarding (i) the Class A Common Stock and (ii) the Class B Common Stock, par
value $.01 per share, of the Company (the "Class B
Page 3 of 15 pages
<PAGE>
Common Stock"). Each share of Class B Common Stock is convertible at any time
into one share of Class A Common Stock.
The principal executive offices of the Company are at 7140 South
Lewis, Tulsa, Oklahoma 74136-5422. The business of the Company is to provide
satellite-delivered video, audio, data and program promotion services to cable
television systems, satellite dish owners, radio stations and private network
users.
ITEM 2. IDENTITY AND BACKGROUND
-----------------------
Item 2 of the TCI Schedule 13D is hereby amended and restated in its
entirety as follows:
This Report is being filed by Tele-Communications, Inc. ("TCI" or the
"Reporting Person"), a corporation organized under the laws of the State of
Delaware. The business address of TCI is 5619 DTC Parkway, Englewood, Colorado
80111. TCI is principally engaged, through its subsidiaries and affiliates, in
the acquisition, development and operation of cable systems, assets and
interests and cable television programming assets and interests. The business
of TCI and its subsidiaries and affiliates is conducted throughout the United
States and internationally.
The name, business address and present principal occupation or
employment and the name, address and principal business of any corporation or
other organization in which such employment is conducted, of each of the
executive officers and directors of TCI are set forth in Schedule 1 attached
hereto and incorporated herein by reference. TCI is not controlled by any other
person.
During the last five years, neither TCI nor, to the knowledge of TCI,
any of the persons set forth on Schedule 1 has (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or State securities laws or finding any
violation with respect to such laws. To the knowledge of TCI, each of its
executive officers and directors is a citizen of the United States, except as
specifically set forth in Schedule 1 hereto.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
-------------------------------------------------
Item 3 to the TCI Schedule 13D is hereby amended and restated in its
entirety as follows:
TCI acquired the shares of the Company's common stock pursuant to the
Agreement and Plan of Merger dated as of July 10, 1995, as amended (the "Merger
Agreement"), among TCI,
Page 4 0f 15 pages
<PAGE>
TCI Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary
of TCI ("Merger Sub"), and the Company. The Merger Agreement provided for the
merger of Merger Sub with and into the Company (the "Merger"), with the Company
as the surviving corporation. The Merger was consummated on January 25, 1996.
Prior to the Merger, Lawrence Flinn, Jr., the Chief Executive Officer
of the Company, held 12,373,294 shares of the Class B Common Stock, representing
100% of the Class B Common Stock outstanding. Pursuant to the Merger Agreement,
Mr. Flinn converted half his shares of Class B Common Stock into shares of Class
A Common Stock, on a one-for-one basis, prior to the closing of the Merger. The
remaining 6,186,647 shares of Class B Common Stock were converted in the Merger
into shares of TCI's Redeemable Convertible TCI Group Preferred Stock, Series G,
par value $.01 per share ("TCI Group Preferred Stock"), and shares of TCI's
Redeemable Convertible Liberty Media Group Preferred Stock, Series H, par value
$.01 per share ("Liberty Media Group Preferred Stock"), on the basis of one
share of TCI Group Preferred Stock and one share of Liberty Media Group
Preferred Stock for each share of Class B Common Stock so converted.
Pursuant to the Merger Agreement, each holder of Class A Common Stock
of the Company (other than Mr. Flinn) had the right, but not the obligation, to
convert up to 50% of the shares of Class A Common Stock held by such holder into
shares of TCI Group Preferred Stock and Liberty Media Group Preferred Stock, on
the same basis as the Class B Common Stock converted by Mr. Flinn. The holders
of 1,072,733 shares of Class A Common Stock elected to convert such shares in
the Merger.
Pursuant to the Merger Agreement, at the effective time of the Merger,
the shares of capital stock of Merger Sub outstanding immediately prior to such
effective time (all of which were then owned by TCI) were automatically
converted into the number of shares of Class A Common Stock and Class B Common
Stock converted into TCI stock in the Merger. Accordingly, in the Merger, TCI
became the record and beneficial owner of 6,186,647 shares of Class B Common
Stock and 1,072,733 shares of Class A Common Stock (for a total of 7,259,380
shares of Class A Common Stock, on an as-converted basis), and the total
consideration paid by TCI for such shares was 7,259,380 shares of TCI Group
Preferred Stock and 7,259,380 shares of Liberty Media Group Preferred Stock.
Subsequent to TCI's acquisition of shares of the Company pursuant to
the Merger Agreement (which shares were subject to a 2 for 1 stock split
effective March 12, 1996), TCI acquired 12,373,294 additional shares of Class A
Common Stock (the "Shares") from Lawrence Flinn, Jr. ("Flinn"), the Company's
founder and Chairman Emeritus, pursuant to a Stock Purchase Agreement, dated
January 8, 1998, among Flinn, TCI and TCI UVSG, Inc., a wholly owned subsidiary
of TCI. The Shares represented all of the capital stock of the Company owned by
Flinn prior to the transaction. In exchange for the Shares, TCI issued to Flinn
4,891,163 shares of Tele-Communications, Inc. Series A Liberty Media Group
Common Stock and 6,344,406 shares of Tele-Communications, Inc. Series A TCI
Ventures Group Common Stock. TCI and Flinn also entered
Page 5 of 15 pages
<PAGE>
into a Registration Rights Agreement, dated January 8, 1998, pursuant to which
TCI agreed to give Flinn registration rights for the shares of TCI he received
in the transaction. The transaction was consummated on January 12, 1998.
ITEM 4. PURPOSE OF TRANSACTION
----------------------
Item 4 to the TCI Schedule 13D is hereby amended and restated in its
entirety as follows:
PURPOSE OF THE MERGER; OPERATION OF THE COMPANY FOLLOWING THE MERGER
The purpose of the Merger was to make an equity investment in, and to
acquire voting control of, the Company, so that TCI may participate financially
in any future growth of the Company.
TCI believes that the availability of electronic program guide
services is an increasingly important element of video programming delivery due
to developments in technology which are increasing the volume and variety of
video programming. TCI believes that the Company is well positioned to offer
quality products and services and to successfully manage their transition as new
technologies are introduced.
TCI operates, or is an investor in, businesses which are similar to
those of the Company in the development of interactive electronic program
guides, direct-to-home satellite programming sales and the provision of
superstation programming. TCI believes that it will be able to work well with
the Company to identify industry trends, adapt products and services to coincide
with technological and marketplace developments, gain economies of scale and
manage the businesses for continued growth.
It is currently expected that the business and operations of the
Company will be conducted substantially as they were conducted prior to the
Merger. TCI will, however, continuously evaluate the business and operations of
the Company (as well as those of its other subsidiaries) and take such actions
as it deems appropriate under then existing circumstances.
AMENDMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION AND BYLAWS
Pursuant to the Merger Agreement, upon consummation of the Merger, the
Company's certificate of incorporation was amended and restated to modify
several of its provisions, including, without limitation, those regarding the
number of authorized shares of Class A Common Stock and Class B Common Stock,
share distributions, merger consideration, the number and term of the Company's
directors, removing directors, amendment of Bylaws, the calling of special
meetings, the ability of the stockholders to act without a meeting and
indemnification of directors and officers. Pursuant to the Merger Agreement,
immediately after the consummation of the Merger, the Board of Directors of the
Company amended certain provisions of the Company's Bylaws,
Page 6 of 15 pages
<PAGE>
including, without limitation, provisions governing the election of directors,
the vote of the Board required to take certain actions (including increasing or
decreasing the size of the Board, filling vacancies on the Board, removing
directors, establishing an executive committee of the Board, appointing and
removing officers and calling special meetings of the Board), the ability of the
stockholders to amend the Bylaws, the ability of the stockholders to remove
directors, the procedures required for stockholders to nominate directors, the
notice procedures relating to calling meetings of the Board and the calling of
special meetings of stockholders. The indemnification provisions for the
Company's officers and directors were removed from the Bylaws and included in
the Company's restated certificate of incorporation.
CHANGES IN THE COMPANY'S BOARD OF DIRECTORS; EXECUTIVE OFFICERS
Pursuant to the Merger Agreement, immediately following the
effectiveness of the Merger, all directors of the Company, other than Mr. Flinn,
resigned from the Company's Board of Directors, and Mr. Flinn, as the remaining
director, elected as directors Roy L. Bliss, President and Chief Operating
Officer of the Company, Peter C. Boylan III, Executive Vice President and Chief
Financial Officer of the Company, and the following nine persons nominated by
TCI: Colleen Abdoulah, David P. Beddow, William J. Bresnan, Anthony L. Coelho,
Paul A. Gould, Bruce W. Ravenel, Larry E. Romrell, J.C. Sparkman and J. David
Wargo. Following the Merger, the Board of Directors may be of such size and
include such additional nominees of TCI as TCI may determine in its sole
discretion.
TCI does not currently intend to change the executive officers of the
Company.
STOCKHOLDER AGREEMENT
In connection with the Merger, the Company and TCI entered into a
Stockholder Agreement, which provides, among other things, for TCI to vote its
shares of the Company's capital stock in any general election of directors in
favor of the election of Messrs. Bliss and Boylan as directors so long as they
are executive officers of the Company and of Mr. Flinn as a director so long as
he owns at least 20% of the then outstanding equity securities of the Company
(or lesser amounts in certain circumstances). The Stockholder Agreement also
provides for TCI to vote its equity securities of the Company in the same
proportion for or against any transaction for which stockholder approval is
required under Delaware corporate law as the equity securities of other
stockholders of the Company voting thereon are voted, if TCI or an affiliate of
TCI (other than the Company and its subsidiaries) would be a party to the
transaction or a direct or indirect beneficiary of the transaction (except in
its capacity as a stockholder of the Company), unless such transaction is
approved by a majority of the Disinterested Directors of the Company (as such
term is defined therein).
The Stockholder Agreement also provides that if the Company proposes
to enter into any merger or consolidation subject to Article IV, Section A,
paragraph 6 of the Company's restated
Page 7 of 15 pages
<PAGE>
certificate of incorporation (which provision requires that in any merger or
consolidation of the Company holders of Class A Common Stock and Class B Common
Stock receive, on a per share basis, consideration of substantially equivalent
value, as determined in good faith by the Company's Board of Directors) then,
unless a majority of the Disinterested Directors of the Company determines (and,
if requested by any Disinterested Director, the Company obtains an opinion from
an independent financial advisor to that effect) that the consideration to be
received by the holders of the Class A Common Stock in such transaction is
substantially equivalent in value, on a per share basis, to the consideration to
be received by the holders of the Class B Common Stock in such transaction,
taking into account all relevant factors, including, without limitation, the
anticipated tax treatment of such consideration to the holders of the Class A
Common Stock and Class B Common Stock, TCI shall not permit its equity
securities in the Company to be voted in favor of such merger or consolidation
in any greater percentage than the percentage in which the equity securities of
the other stockholders of the Company voting on such transaction are voted in
favor of such merger or consolidation. Notwithstanding the foregoing to the
extent that the holders of the Class A Common Stock and holders of the Class B
Common Stock, respectively, are entitled to receive in any merger or
consolidation (pursuant to any election or otherwise), securities that do not
differ in any respect other than their relative voting rights and related
difference in designation, conversion and share distribution provisions, which
differences would be permitted in a share distribution under the Company's
restated certificate of incorporation, such relative voting rights and related
differences in designation, conversion and share distribution provisions are to
be disregarded in determining the per share value of the consideration to be
received by the holders of the Class A Common Stock and the Class B Common
Stock, respectively, as required under the Company's restated certificate of
incorporation.
The Disinterested Directors will initially include Messrs. Flinn,
Bliss, Boylan, Bresnan, Gould and Sparkman.
DISCUSSIONS WITH NEWS CORPORATION
Prior to entering into the Merger Agreement with TCI, the Company had
discussions with News Corporation of America ("News Corporation") regarding the
possible combination of the Company's Prevue Networks subsidiary and TV Guide On
Screen, a joint venture between TCI and News Corporation in the electronic guide
business. On June 6, 1995, News made a proposal to acquire the Company's
Prevue Networks and SpaceCom subsidiaries in a complex transaction that the
Company's Board of Directors concluded was less favorable to the Company and its
stockholders than that then being discussed with TCI. Discussions between the
Company and News Corporation continued intermittently until shortly before the
Company's Board of Directors approved the transaction with TCI on June 19, 1995.
TCI and the Company have since recommenced discussions with News
Corporation to explore the possibility of a business combination, joint venture,
strategic alliance or other transaction involving the Company's Prevue Networks
and the assets and operations of TCI and
Page 8 of 15 pages
<PAGE>
News Corporation in the electronic guide business. No specific business
proposal regarding such a possible transaction has been formulated, and there
can be no assurance that any such proposal would be feasible.
INCORPORATION BY REFERENCE
Copies of the Merger Agreement (without exhibits), the Stockholder
Agreement, the restated certificate of incorporation of the Company and the
amended Bylaws of the Company have been filed as Exhibits to this Report and are
hereby incorporated by reference herein in their entireties and the descriptions
contained herein of such documents are qualified in their entireties by
reference to such Exhibits.
PURPOSE OF SECOND STOCK PURCHASE
The purpose of the purchase of Flinn's shares in January 1998 was to
increase TCI's ownership of and involvement in the businesses conducted by the
Company.
NO OTHER PRESENT PLANS OR PROPOSALS
Other than as described herein, TCI does not have any present plans or
proposals which relate to or would result in: (a) the acquisition by any person
of securities of the Company; (b) an extraordinary corporate transaction, such
as a merger, reorganization or liquidation, involving the Company or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; (d) any change in the Board of Directors or
management of the Company, including any plans or proposals to change the number
or terms of directors or to fill any existing vacancies on the Board of
Directors of the Company; (e) any material change in the present capitalization
or dividend policy of the Company; (f) any other material change in the
Company's business or corporate structure; (g) changes in the Company's charter,
by-laws or instruments corresponding thereto or other actions which may impede
the acquisition of control of the Company by any person; (h) causing a class of
securities of the Company to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity securities of
the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Exchange Act; or (j) any action similar to those
enumerated above.
Notwithstanding anything contained herein, TCI reserves the right,
depending on all relevant factors, to change its intention with respect to any
and all of the matters referred to in the preceding paragraph.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
------------------------------------
Item 5 of the TCI Schedule 13D is hereby restated in its entirety as
follows:
Page 9 of 15 pages
<PAGE>
(a) TCI beneficially owns 26,892,054 shares of Class A Common Stock,
representing approximately 73.1% of the outstanding shares of Class A Common
Stock (assuming, in each case, the conversion of all outstanding shares of Class
B Common Stock, all of which are owned by TCI). If the Class B Common Stock is
not deemed to have been converted, TCI beneficially owns 14,518,760 shares of
Class A Common Stock, representing 59.5% of the outstanding shares of Class A
Common Stock. TCI beneficially owns 12,373,294 shares of Class B Common Stock,
representing 100% of the outstanding shares of Class B Common Stock. Each share
of Class B Common Stock is convertible at any time at the option of the holder
thereof into one share of Class A Common Stock.
Each share of Class A Common Stock has one vote, and each share of
Class B Common Stock has ten votes, on all matters presented to the holders of
such shares. The Class A Common Stock and Class B Common Stock vote together as
a single class for the election of directors and on all other matters to be
voted on by the stockholders of the Company, except as required by law. The
shares of Class A Common Stock and Class B Common Stock held of record by TCI
represent approximately 93.3% of the combined voting power of the Class A Common
Stock and the Class B Common Stock voting together as a single class.
(b) TCI has sole power to vote all 14,518,760 shares of Class A Common
Stock and all 12,373,294 shares of Class B Common Stock owned beneficially and
of record by TCI.
TCI has sole power to dispose of all 14,518,760 shares of Class A
Common Stock and all 12,373,294 shares of Class B Common Stock owned
beneficially and of record by TCI.
(c) Except as described in Item 3, neither TCI nor to the best
knowledge of TCI, any of the persons named on Schedule 1 to the TCI Schedule 13D
has effected any transaction in shares of Class A Common Stock or Class B Common
Stock during the past 60 days.
(d) No other person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the shares of
the Company's common stock owned beneficially and of record by TCI.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT
--------------------------------------------------------------------
TO THE SECURITIES OF THE ISSUER
-------------------------------
Item 6 of the TCI Schedule 13D is hereby restated in its entirety as
follows:
The information in Item 3 and Item 4 above is hereby incorporated by
reference herein.
Page 10 of 15 pages
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
--------------------------------
Item 7 of the TCI Schedule 13D is hereby amended and restated in its
entirety as follows:
The exhibits listed on the accompanying Exhibit Index have been
incorporated by reference as part of this Statement and such Exhibit Index is
incorporated herein by reference.
The exhibits listed on the accompanying Exhibit Index were filed in
paper format with the Original Report. Pursuant to Rule 13d-2(e) and Rule
101(2)(ii) of Regulation S-T, these exhibits are not being restated with this
Report.
[Signature on following page]
Page 11 of 15 pages
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information in this statement is true, complete
and correct.
Dated: July 13, 1998
TELE-COMMUNICATIONS, INC.
/s/ Stephen M. Brett
By: _____________________________________
Name: Stephen M. Brett:
Title: Executive Vice President and
General Counsel
Page 12 of 15 pages
<PAGE>
SCHEDULE 1
Directors, Executive Officers and Controlling Persons
of
Tele-Communications, Inc. ("TCI")
<TABLE>
<CAPTION>
Principal Business
or Organization in
Principal Occupation and Which Such Employment
Name Business Address Is Conducted
- ---- ----------------------------- ------------------------
<S> <C> <C>
John C. Malone Chairman of the Board; Chief Executive Cable television & telecommunications
Officer and Director of TCI & programming services
5619 DTC Parkway
Englewood, CO 80111
Donne F. Fisher Consultant and Director of TCI; Cable television & telecommunications
Business Executive & programming services
5619 DTC Parkway
Englewood, CO 80111
John W. Gallivan Director of TCI; Director of Newspaper publishing
Kearns-Tribune Corporation
400 Tribune Building
Salt Lake City, UT 84111
Paul A. Gould Director of TCI; an Executive Vice Investment banking services
President and a Managing Director of
Allen & Company Incorporated
711 5/th/ Avenue
New York, New York 10022
Leo J. Hindery, Jr. President and Director of TCI Cable television & telecommunications
5619 DTC Parkway & programming services
Englewood, CO 80111
Kim Magness Director of TCI; Business Executive Management of various business
4000 E. Belleview enterprises
Englewood, CO 80111
Robert A. Naify Director of TCI; Motion Picture
President and C.E.O of Industry
Todd-AO Corporation;
172 Golden Gate Avenue
San Francisco, CA 94102
Jerome H. Kern Director of TCI; Business Consultant; Business Consultant; Law
Special Counsel to Baker & Botts, L.L.P
5619 DTC Parkway
Englewood, CO 80111
J C Sparkman Consultant & Director of TCI Cable television & telecommunications
5619 DTC Parkway & programming services
Englewood, CO 80111
</TABLE>
Page 13 of 15 pages
<PAGE>
<TABLE>
<CAPTION>
Principal Business
or Organization in
Principal Occupation and Which Such Employment
Name Business Address Is Conducted
- ---- ----------------------------- ------------------------
<S> <C> <C>
Robert R. Bennett Executive Vice President of TCI Cable television & telecommunications
5619 DTC Parkway & programming services
Englewood, CO 80111
Gary K. Bracken Executive Vice President & Controller Cable television & telecommunications
of TCI Communications, Inc, & programming services
5619 DTC Parkway
Englewood, CO 80111
Stephen M. Brett Executive Vice President, Secretary Cable television & telecommunications
& General Counsel of TCI & programming services
5619 Parkway
Englewood, CO 80111
Gary S. Howard Executive Vice President OF TCI Cable television & telecommunications
5619 DTC Parkway & programming services
Englewood, CO 80111
Marvin L. Jones Executive Vice President Cable television & telecommunications
and COO of TCI Communications, Inc. & programming services
5619 DTC Parkway
Englewood, CO 80111
Larry E. Romrell Executive Vice President of TCI Cable television & telecommunications
5619 DTC Parkway & programming services
Englewood, CO 80111
Bernard W. Schotters, II Senior Vice President Cable television & telecommunications
& Treasurer of TCI & programming services
5619 DTC Parkway
Englewood, CO 80111
</TABLE>
Page 14 of 15 pages
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
Exhibit 1 Agreement and Plan of Merger dated as of July 10, 1995, among
Tele-Communications, Inc., TCI Merger Sub, Inc. and United Video
Satellite Group, Inc. (Incorporated herein by reference to
Exhibit 2.1 to TCI's Registration Statement on Form S-4 filed
December 22, 1995 (Registration No. 33-65311) (the "December 1995
Registration Statement"), which Exhibit was included as Appendix
I-A to the Proxy Statement/Prospectus which is a part of the
December 1995 Registration Statement (the "December 1995 Proxy
Statement/Prospectus").)
Exhibit 2 Amendment No. 1 dated as of December 18, 1995, to the Agreement
and Plan of Merger. (Incorporated herein by reference to Exhibit
2.2 to the December 1995 Registration Statement, which Exhibit
was included as Appendix I-B to the December 1995 Proxy
Statement/Prospectus.)
Exhibit 3 Form of Restated Certificate of Incorporation of United Video
Satellite Group, Inc. (Incorporated by reference to Exhibit 99.4
to the December 1995 Registration Statement, which Exhibit was
included as Appendix IV to the December 1995 Proxy
Statement/Prospectus.)
Exhibit 4 Form of Bylaws of United Video Satellite Group, Inc.
(Incorporated by reference to Exhibit 99.5 to the December 1995
Registration Statement.)
Exhibit 5 Stockholder Agreement dated as of January 25, 1996, between
United Satellite Video Group, Inc. and Tele-Communications, Inc.
(Incorporated by reference to Exhibit 99.6 to the December 1995
Registration Statement.)
Page 15 of 15 pages
