<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 27, 1994
REGISTRATION NO. 33-54263
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------------
TCI/LIBERTY HOLDING COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 4841 84-1260157
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
5619 DTC PARKWAY
ENGLEWOOD, COLORADO 80111-3000
(303) 267-5500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
STEPHEN M. BRETT, ESQ.
TCI/LIBERTY HOLDING COMPANY
TERRACE TOWER II
5619 DTC PARKWAY
ENGLEWOOD, COLORADO 80111-3000
(303) 267-5500
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
Copy to:
ROBERT W. MURRAY JR., ESQ.
BAKER & BOTTS, L.L.P.
885 THIRD AVENUE
NEW YORK, NEW YORK 10022-4834
(212) 705-5000
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: Upon consummation of the Mergers described herein.
If any of the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: / /
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides, generally,
that a corporation shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any suit or proceeding (except
actions by or in the right of the corporation) by reason of the fact that such
person is or was a director or officer of the corporation against all expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful. A corporation may
similarly indemnify such person for expenses actually and reasonably incurred by
him in connection with the defense or settlement of any action or suit by or in
the right of the corporation, provided such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, in the case of claims, issues and matters as to which such
person shall have been adjudged liable to the corporation, provided that a court
shall have determined, upon application, that, despite the adjudication of
liability but in view of all of the facts and circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper.
Section 102(b)(7) of the Delaware General Corporation Law provides,
generally, that the certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision may not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
section 174 of Title 8, or (iv) for any transaction from which the director
derived an improper personal benefit. No such provision may eliminate or limit
the liability of a director for any act or omission occurring prior to the date
when such provision becomes effective.
Article V, Section E of TCI/Liberty's Amended and Restated Certificate of
Incorporation provides as follows:
A. Limitation On Liability.
To the fullest extent permitted by the Delaware General
Corporation Law as the same exists or may hereafter be amended, a
director of the Corporation shall not be liable to the Corporation or
any of its stockholders for monetary damages for breach of fiduciary
duty as a director. Any repeal or modification of this paragraph 1
shall be prospective only and shall not adversely affect any
limitation, right or protection of a director of the Corporation
existing at the time of such repeal or modification.
B. Indemnification.
a. RIGHT TO INDEMNIFICATION. The Corporation shall indemnify and
hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is
made or is threatened to be made a party or is otherwise involved in
any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "proceeding") by reason of the fact
that he, or a person for whom he is the legal representative, is or
was a director or officer of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture,
trust, enterprise or nonprofit entity, including service with respect
to employee benefit plans, against all liability and loss suffered and
expenses (including attorneys' fees) reasonably incurred by such
person. Such right of indemnification shall inure whether or not the
claim asserted is based on matters which antedate the
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<PAGE> 3
adoption of this Section E. The Corporation shall be required to indemnify
a person in connection with a proceeding (or part thereof) initiated by
such person only if the proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation.
b. PREPAYMENT OF EXPENSES. The Corporation shall pay the expenses
(including attorneys' fees) incurred in defending any proceeding in advance
of its final disposition, provided, however, that the payment of expenses
incurred by a director or officer in advance of the final disposition of
the proceeding shall be made only upon receipt of an undertaking by the
director or officer to repay all amounts advanced if it should be
ultimately determined that the director or officer is not entitled to be
indemnified under this paragraph or otherwise.
c. CLAIMS. If a claim for indemnification or payment of expenses
under this paragraph is not paid in full within 60 days after a written
claim therefor has been received by the Corporation, the claimant may file
suit to recover the unpaid amount of such claim and, if successful in
whole or in part, shall be entitled to be paid the expense of prosecuting
such claim. In any such action the Corporation shall have the burden of
proving that the claimant was not entitled to the requested indemnification
or payment of expenses under applicable law.
d. NON-EXCLUSIVITY OF RIGHTS. The rights conferred on any person by
this paragraph shall not be exclusive of any other rights which such person
may or hereafter acquire under any statute, provision of this Certificate,
the Bylaws, agreement, vote of stockholders or disinterested directors or
otherwise.
e. OTHER INDEMNIFICATION. The Corporation's obligation, if any, to
indemnify any person who was or is serving at its request as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust, enterprise or nonprofit entity shall be reduced by any
amount such person may collect as indemnification from such other
corporation, partnership, joint venture, trust, enterprise or nonprofit
entity.
Article II, Section 2.9 of TCI/Liberty's By-laws also contains an indemnity
provision, requiring TCI/Liberty to indemnify members of the Board of Directors
and officers of TCI/Liberty and their respective heirs, personal representatives
and successors in interest for or on account of any action performed on behalf
of TCI/Liberty, to the fullest extent provided by the laws of the State of
Delaware and TCI/Liberty's Amended and Restated Certificate of Incorporation.
TCI/Liberty will also enter into indemnification agreements with each
person who will become a director prior to the Effective Time (each director, an
"indemnitee"). The indemnification agreements will provide (i) for the prompt
indemnification to the fullest extent permitted by law against any and all
expenses, including attorneys' fees and all other costs, expenses and
obligations paid or incurred in connection with investigating, defending, being
a witness or participating in (including on appeal), or in preparing for
("Expenses"), any threatened, pending or completed action, suit or proceeding,
or any inquiry or investigation ("Claim"), related to the fact that such
indemnitee is or was a director, officer, employee, agent or fiduciary of
TCI/Liberty or is or was serving at TCI/Liberty's request as a director,
officer, employee, trustee, agent or fiduciary of another corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise,
or by reason of anything done or not done by a director or officer in any such
capacity, and against any and all judgments, fines, penalties and amounts paid
in settlement (including all interest, assessments and other charges paid or
payable in connection therewith) of any Claim, unless the Reviewing Party (one
or more members of the Board of Directors or other person appointed by the
Board of Directors, who is not a party to the particular claim, or independent
legal counsel) determines that such indemnification is not permitted under
applicable law and (ii) for the prompt advancement of Expenses, and for
reimbursement to TCI/Liberty if the Reviewing Party determines that such
indemnitee is not entitled to such indemnification under applicable law. In
addition, the indemnification agreements will provide (i) a mechanism through
which an indemnitee may seek court relief in the event the Reviewing Party
determines that the indemnitee would not be permitted to be indemnified under
applicable law (and therefore is not entitled to indemnification or expense
advancement under the indemnification agreement) and (ii) indemnification
against all expenses (including attorneys' fees), and advancement thereof if
requested, incurred by the indemnitee in
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<PAGE> 4
seeking to collect an indemnity claim or advancement of expenses from
TCI/Liberty or incurred in seeking to recover under a directors' and officers'
liability insurance policy, regardless of whether successful or not.
Furthermore, the indemnification agreements will provide that after there has
been a "change in control" of TCI/Liberty (as defined in the indemnification
agreements), other than a change in control approved by a majority of directors
who were directors prior to such change, then, with respect to all
determinations regarding a right to indemnity and the right to advancement of
Expenses, TCI/Liberty will seek legal advice only from independent legal counsel
selected by the indemnitee and approved by TCI/Liberty.
The indemnification agreements will impose upon TCI/Liberty the burden of
proving that an indemnitee is not entitled to indemnification in any particular
case and negate certain presumptions that may otherwise be drawn against an
indemnitee seeking indemnification in connection with the termination of actions
in certain circumstances. Indemnitees' rights under the indemnification
agreements are not exclusive of any other rights they may have under the
Delaware General Corporation Law, TCI/Liberty's By-laws or otherwise. Although
not requiring the maintenance of directors' and officers' liability insurance,
the indemnification agreements require that indemnitees be provided with the
maximum coverage available for any director or officer of TCI/Liberty if there
is such a policy.
TCI/Liberty may purchase liability insurance policies covering its
directors and officers.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
2 Agreement and Plan of Merger, dated as of January 27, 1994, by and among Tele-
Communications, Inc., Liberty Media Corporation, TCI/Liberty Holding Company, TCI
Mergerco, Inc. and Liberty Mergerco, Inc., as amended (included in the Proxy
Statement/Prospectus as Appendix I).
3.1 Certificate of Incorporation of TCI/Liberty Holding Company dated January 24, 1994.
3.2 Form of Amended and Restated Certificate of Incorporation of TCI/Liberty Holding
Company to be filed in connection with the Mergers described in the Proxy
Statement/Prospectus included in the Registration Statement.
3.3 Bylaws of TCI/Liberty Holding Company as adopted January 25, 1994.
3.4 Form of Bylaws of TCI/Liberty Holding Company to be adopted in connection with the
Mergers described in the Proxy Statement/Prospectus included in the Registration
Statement.
4.1 Specimen Stock Certificate for the Class A Common Stock, par value $1.00 per share,
of TCI/Liberty Holding Company.
4.2 Specimen Stock Certificate for the Class B Common Stock, par value $1.00 per share,
of TCI/Liberty Holding Company.
4.3 Specimen Stock Certificate for the Class B 6% Cumulative Redeemable Exchangeable
Junior Preferred Stock, par value $.01 per share, of TCI/Liberty Holding Company.
4.4 Form of Amended and Restated Certificate of Incorporation of TCI/Liberty Holding
Company (included as Exhibit 3.2).
4.5 Form of Junior Exchange Note Indenture.
5 Opinion of Baker & Botts, L.L.P. regarding legality of securities being requested.
8 Tax Opinion of Baker & Botts, L.L.P. regarding certain Federal income tax matters.
10.1 TCI/Liberty 1994 Stock Incentive Plan (included in the Proxy Statement/Prospectus as
Appendix IV).
</TABLE>
II-3
<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
10.2 Restated and amended Employment Agreement, dated as of November 1, 1992, between
Tele-Communications, Inc. and Bob Magness. (Incorporated herein by reference to
Tele-Communications Inc.'s Annual Report on Form 10-K for the year ended December
31, 1992, as amended by Form 10-K/A (amendment No. 1) Commission File No. 0-5550.)
10.3 Restated and amended Employment Agreement, dated as of November 1, 1993, between
Tele-Communications, Inc. and John C. Malone. (Incorporated herein by reference to
Tele-Communications Inc.'s Annual Report on Form 10-K for the year ended December
31, 1992, as amended by Form 10-K/A (Amendment No. 1) Commission File No. 0-5550.)
10.4 Employment Agreement, dated as of November 1, 1992, between Tele-Communications,
Inc. and J.C. Sparkman. (Incorporated herein by reference to Tele-Communications
Inc.'s Annual Report on Form 10-K for the year ended December 31, 1992, as amended
by Form 10-K/A (amendment No. 1) Commission File No. 0-5550.)
10.5 Employment Agreement, dated as of November 1, 1992, between Tele-Communications,
Inc. and Fred A. Vierra. (Incorporated herein by reference to Tele-Communications
Inc.'s Annual Report on Form 10-K for the year ended December 31, 1992, as amended
by Form 10-K/A (amendment No. 1) Commission File No. 0-5550.)
10.6 Employment Agreement, dated as of February 8, 1991, between Liberty Media
Corporation and John C. Malone. (Incorporated herein by reference to Amendment No.
6, dated February 11, 1991, to Liberty Media Corporation's Registration Statement on
Form S-4 (No. 33-37673)).
10.7 First Amendment, dated October 24, 1991, to Employment Agreement between Liberty
Media Corporation and John C. Malone. (Incorporated herein by reference to Liberty
Media Corporation's Current Report on Form 8-K, dated October 24, 1991).
10.8 Form of Indemnification Agreement.
10.9 Qualified Employee Stock Purchase Plan of Tele-Communications, Inc., as amended.
(Incorporated herein by reference to the Tele-Communications, Inc. Registration
Statement on Form S-8 (Commission File No. 33-59058)).
21 Subsidiaries of TCI/Liberty Holding Company.
23.1 Consent of KPMG Peat Marwick.*
23.2 Consent of KPMG Peat Marwick.*
23.3 Consent of Baker & Botts, L.L.P. (included in Exhibit 5).
23.4 Consent of Baker & Botts, L.L.P. (included in Exhibit 8).
23.5 Consent of KPMG Peat Marwick.*
23.6 Consent of Steven Pressman & Co.*
23.7 Consent of KPMG Peat Marwick.*
23.8 Consent of Arthur Andersen & Co.*
23.9 Consent of KPMG Peat Marwick.*
23.10 Consent of KPMG Peat Marwick.*
23.11 Consent of KPMG Peat Marwick.*
23.12 Consent of Ernst & Young.*
24 Power of Attorney (included herein on pages II-9).
99.1 Forms of Proxy for Special Meeting of Tele-Communications, Inc.
99.2 Forms of Proxy for Special Meeting of Liberty Media Corporation.
99.3 Form of Voting Instructions for Use by Participants in United Artist Entertainment
Employee Stock Ownership Plan.
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
99.4 Form of Notice of Participants in United Artist Entertainment Employee stock
Ownership Plan.
</TABLE>
- ---------------
* Filed herewith
(b) Financial Statement Schedules.
(i) Tele-Communications, Inc.
Schedule II -- Amounts Receivable from Related Parties and Employees
Other Than Related Parties,
Years ended December 31, 1993, 1992 and 1991*
Schedule III -- Condensed Information as to the Financial Position of
Tele-Communications, Inc., December 31, 1993 and 1992; Condensed
Information as to the Operations and Cash Flows of Tele-Communications,
Inc.
Years ended December 31, 1993, 1992 and 1991*
Schedule V -- Property and Equipment,
Years ended December 31, 1993, 1992 and 1991*
Schedule VI -- Accumulated Depreciation of Property and Equipment,
Years ended December 31, 1993, 1992 and 1991*
Schedule VII -- Guarantees of Securities of Other Issuers,
December 31, 1993*
Schedule VIII -- Valuation and Qualifying Accounts,
Years ended December 31, 1993, 1992 and 1991*
Schedule IX -- Short-Term Borrowings,
Years ended December 31, 1993, 1992 and 1991*
Schedule X -- Supplementary Statement of Operations Information,
Years ended December 31, 1993, 1992 and 1991*
(ii) Liberty Media Corporation
Schedule I -- Marketable Securities -- Other Investments,
December 31, 1993**
Schedule III -- Condensed Information as to the Financial Position of
Liberty Media Corporation, December 31, 1993 and 1992; Condensed
Information as to the Operations and Cash Flows of Liberty Media
Corporation,
Years ended December 31, 1993 and 1992 and Nine Months ended December
31, 1991**
Schedule IV -- Indebtedness of Related Parties,
Years ended December 31, 1993 and 1992
Nine months ended December 31, 1991 and Three months ended March 31,
1991**
Schedule VII -- Guarantees of Securities of Other Issuers,
December 31, 1993**
Schedule VIII -- Valuation and Qualifying Accounts,
Years ended December 31, 1993 and 1992
Nine months ended December 31, 1991 and Three months ended March 31,
1991**
Schedule X -- Supplementary Statement of Operations Information
Years ended December 31, 1993 and 1992
II-5
<PAGE> 7
Nine months ended December 31, 1991 and Three months ended March 31,
1991**
- ---------------
* Incorporated herein by reference to the same schedule included as part of
Tele-Communications, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1993 (Commission File No. 0-5550).
** Incorporated herein by reference to the same schedule included as part of
Liberty Media Corporation's Annual Report on Form 10-K for the year ended
December 31, 1993 (Commission File No. 0-19036).
(c) Reports, Opinions or Appraisals.
(1) Opinion of CS First Boston (included in the Proxy Statement/Prospectus
as Appendix II)
(2) Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated (included
in the Proxy Statement/Prospectus as Appendix III).
ITEM 22. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(5) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this
Form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means.
This includes information contained in documents filed subsequent to the
effective date of the registration statement through the date of responding
to the request.
(6) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in the
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<PAGE> 8
registration statement when it became effective, provided, in the case of a
transaction that (but for the possibility of integration with other
transactions) would itself qualify for an exemption from registration, that
(i) such transactions by itself or when aggregated with other such
transactions made since the filing of the most recently audited financial
statements of the Registrant would have a material financial effect upon
the Registrant and (ii) the information required to be supplied in a
post-effective amendment by this paragraph 6 is not contained in periodic
reports filed by the Registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
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<PAGE> 9
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF GREENWOOD
VILLAGE, STATE OF COLORADO, ON JUNE 27, 1994.
TCI/LIBERTY HOLDING COMPANY
By: /s/ Stephen M. Brett
Name: Stephen M. Brett
Title: Executive Vice President
and Secretary
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<PAGE> 10
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- -------------------------------------------------------------------------------- --------------
<S> <C> <C>
* Chairman of the Board June 27, 1994
(Bob Magness) and Director
* President and Director June 27, 1994
(John C. Malone) (Principal Executive Officer)
* Executive Vice President June 27, 1994
(Donne F. Fisher) and Director
(Principal Financial and
Accounting Officer)
* Director June 27, 1994
(Jerome H. Kern)
* Director June 27, 1994
(John W. Gallivan)
* Director June 27, 1994
(Kim Magness)
* Director June 27, 1994
(Robert A. Naify)
* Director June 27, 1994
(Tony Coelho)
* Director June 27, 1994
(R.E. Turner)
*By: /s/ Stephen M. Brett
Stephen M. Brett
Attorney-in-fact
</TABLE>
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<PAGE> 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NO.
- ------ ---------------------------------------------------------------------------- -----
<S> <C> <C>
2 Agreement and Plan of Merger, dated as of January 27, 1994, by and among
Tele-Communications, Inc., Liberty Media Corporation, TCI/Liberty Holding
Company, TCI Mergerco, Inc. and Liberty Mergerco, Inc., as amended (included
in the Proxy Statement/Prospectus as Appendix I).
3.1 Certificate of Incorporation of TCI/Liberty Holding Company dated January
24, 1994.
3.2 Form of Amended and Restated Certificate of Incorporation of TCI/Liberty
Holding Company to be filed in connection with the Mergers described in the
Proxy Statement/Prospectus included in the Registration Statement.
3.3 Bylaws of TCI/Liberty Holding Company as adopted January 25, 1994.
3.4 Form of Bylaws of TCI/Liberty Holding Company to be adopted in connection
with the Mergers described in the Proxy Statement/Prospectus included in the
Registration Statement.
4.1 Specimen Stock Certificate for the Class A Common Stock, par value $1.00 per
share, of TCI/Liberty Holding Company.
4.2 Specimen Stock Certificate for the Class B Common Stock, par value $1.00 per
share, of TCI/Liberty Holding Company.
4.3 Specimen Stock Certificate for the Class B 6% Cumulative Redeemable
Exchangeable Junior Preferred Stock, par value $.01 per share, of
TCI/Liberty Holding Company.
4.4 Form of Amended and Restated Certificate of Incorporation of TCI/Liberty
Holding Company (included as Exhibit 3.2).
4.5 Form of Junior Exchange Note Indenture.
5 Opinion of Baker & Botts, L.L.P. regarding legality of securities being
requested.
8 Tax Opinion of Baker & Botts, L.L.P. regarding certain Federal income tax
matters.
10.1 TCI/Liberty 1994 Stock Incentive Plan (included in the Proxy
Statement/Prospectus as Appendix IV).
10.2 Restated and amended Employment Agreement, dated as of November 1, 1992,
between Tele-Communications, Inc. and Bob Magness. (Incorporated herein by
reference to Tele-Communications Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1992, as amended by Form 10-K/A (amendment No. 1)
Commission File No. 0-5550.)
10.3 Restated and amended Employment Agreement, dated as of November 1, 1993,
between Tele-Communications, Inc. and John C. Malone. (Incorporated herein
by reference to Tele-Communications Inc.'s Annual Report on Form 10-K for
the year ended December 31, 1992, as amended by Form 10-K/A (Amendment No.
1) Commission File No. 0-5550.)
10.4 Employment Agreement, dated as of November 1, 1992, between
Tele-Communications, Inc. and J.C. Sparkman. (Incorporated herein by
reference to Tele-Communications Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1992, as amended by Form 10-K/A (amendment No. 1)
Commission File No. 0-5550.)
10.5 Employment Agreement, dated as of November 1, 1992, between
Tele-Communications, Inc. and Fred A. Vierra. (Incorporated herein by
reference to Tele-Communications Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1992, as amended by Form 10-K/A (amendment No. 1)
Commission File No. 0-5550.)
</TABLE>
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<PAGE> 12
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NO.
- ------ ---------------------------------------------------------------------------- -----
<S> <C> <C>
10.6 Employment Agreement, dated as of February 8, 1991, between Liberty Media
Corporation and John C. Malone. (Incorporated herein by reference to
Amendment No. 6, dated February 11, 1991, to Liberty Media Corporation's
Registration Statement on Form S-4 (No. 33-37673)).
10.7 First Amendment, dated October 24, 1991, to Employment Agreement between
Liberty Media Corporation and John C. Malone. (Incorporated herein by
reference to Liberty Media Corporation's Current Report on Form 8-K, dated
October 24, 1991).
10.8 Form of Indemnification Agreement.
10.9 Qualified Employee Stock Purchase Plan of Tele-Communications, Inc., as
amended. (Incorporated herein by reference to the Tele-Communications, Inc.
Registration Statement on Form S-8 (Commission File No. 33-59058)).
21 Subsidiaries of TCI/Liberty Holding Company.
23.1 Consent of KPMG Peat Marwick.*
23.2 Consent of KPMG Peat Marwick.*
23.3 Consent of Baker & Botts, L.L.P. (included in Exhibit 5).
23.4 Consent of Baker & Botts, L.L.P. (included in Exhibit 8).
23.5 Consent of KPMG Peat Marwick.*
23.6 Consent of Steven Pressman & Co.*
23.7 Consent of KPMG Peat Marwick.*
23.8 Consent of Arthur Andersen & Co.*
23.9 Consent of KPMG Peat Marwick.*
23.10 Consent of KPMG Peat Marwick.*
23.11 Consent of KPMG Peat Marwick.*
23.12 Consent of Ernst & Young.*
24 Power of Attorney (included herein on pages II-9).
99.1 Forms of Proxy for Special Meeting of Tele-Communications, Inc.
99.2 Forms of Proxy for Special Meeting of Liberty Media Corporation.
99.3 Form of Voting Instructions for Use by Participants in United Artist
Entertainment Employee Stock Ownership Plan.
99.4 Form of Notice of Participants in United Artist Entertainment Employee stock
Ownership Plan.
</TABLE>
- ---------------
* Filed herewith
II-11
<PAGE> 1
EXHIBIT 23.1
The Board of Directors
Liberty Media Corporation:
We consent to the incorporation by reference in the registration statement
(No. 33-54263) on Form S-4 of TCI/Liberty Holding Company of our reports, dated
March 18, 1994, relating to the consolidated balance sheets of Liberty Media
Corporation and subsidiaries (Successor) as of December 31, 1993 and 1992, and
the related consolidated statements of operations, stockholders' equity, and
cash flows for the years ended December 31, 1993 and 1992 and the period from
April 1, 1991 to December 31, 1991 (Successor Periods), and the consolidated
statements of operations, stockholders' equity, and cash flows of "Liberty
Media" (a combination of certain programming interests and cable television
assets of Tele-Communications, Inc.) (Predecessor) for the period from January
1, 1991 to March 31, 1991 (Predecessor Period), and the related schedules, which
reports appear in the December 31, 1993 annual report on Form 10-K of Liberty
Media Corporation, as amended, incorporated by reference herein. We also consent
to the reference to our firm under the heading "Experts" in the registration
statement.
Our reports refer to a change in the method of accounting for income taxes.
KPMG PEAT MARWICK
Denver, Colorado
June 23, 1994
<PAGE> 1
EXHIBIT 23.2
The Board of Directors
Tele-Communications, Inc.:
We consent to the incorporation by reference in the registration statement
(No. 33-54263) on Form S-4 of TCI/Liberty Holding Company of our reports, dated
March 21, 1994, relating to the consolidated balance sheets of
Tele-Communications, Inc. and subsidiaries as of December 31, 1993 and 1992, and
the related consolidated statements of operations, stockholders' equity, and
cash flows for each of the years in the three-year period ended December 31,
1993, and the related schedules, which reports appear in the December 31, 1993
annual report on Form 10-K of Tele-Communications, Inc., as amended,
incorporated by reference herein. We also consent to the reference to our firm
under the heading "Experts" in the registration statement.
Our reports refer to a change in the method of accounting for income taxes.
KPMG PEAT MARWICK
Denver, Colorado
June 23, 1994
<PAGE> 1
EXHIBT 23.5
The Board of Directors
TCI/Liberty Holding Company:
We consent to the inclusion in the registration statement (No. 33-54263) on
Form S-4 of TCI/Liberty Holding Company of our report, dated April 1, 1994,
relating to the balance sheet of TCI/Liberty Holding Company as of March 31,
1994, included herein, and to the reference to our firm under the heading
"Experts" in the registration statement.
KPMG PEAT MARWICK
Denver, Colorado
June 23, 1994
<PAGE> 1
EXHIBIT 23.6
To Board of Directors
TCI/Liberty Holding Company:
We consent to incorporation by reference in the registration statement on
Form S-4 of TCI/Liberty Holding Company of our reports dated March 4, 1994,
relating to the consolidated balance sheets of Lenfest Communications, Inc. and
subsidiaries as of December 31, 1993 and 1992, and the related consolidated
statements of income (loss), changes in stockholders' equity (deficit), and cash
flows for each of the years in the three year period ended December 31, 1993,
and all related schedules, which reports appear in the December 31, 1993 annual
report on Form 10-K of Liberty Media Corporation.
Steven Pressman & Co.
June 24, 1994
<PAGE> 1
EXHIBIT 23.7
The Board of Directors
The Cable Partnerships of Country Cable Co. and Knight-Ridder Cablevision, Inc.:
We consent to the incorporation by reference in the registration statement
(No. 33-54263) on Form S-4 of TCI/Liberty Holding Company of our reports, dated
January 28, 1994, relating to the combined balance sheets of The Cable
Partnerships of Country Cable Co. and Knight-Ridder Cablevision, Inc. as of
December 31, 1993 and 1992, and the related consolidated statements of earnings,
changes in partners' capital and cash flows for each of the years in the
three-year period ended December 31, 1993, and the related financial statement
schedules, which reports appear in the annual report on Form 10-K of Liberty
Media Corporation for the year ended December 31, 1993, as amended, incorporated
by reference herein. We also consent to the reference to our firm under the
heading "Experts" in the registration statement.
Our reports refer to a change in the method of accounting for income taxes.
KPMG PEAT MARWICK
Princeton, New Jersey
June 27, 1994
<PAGE> 1
EXHIBIT 23.8
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports and to all references to our Firm included in or made in part of this
Registration Statement File No. 33-54263.
ARTHUR ANDERSEN & CO.
Stamford, Connecticut
June 27, 1994
<PAGE> 1
EXHIBIT 23.9
The Board of Directors
SportsChannel Chicago Associates:
We consent to the incorporation by reference in the registration statement
(No. 33-54263) on Form S-4 of TCI/Liberty Holding Company of our report, dated
March 4, 1994, relating to the balance sheets of SportsChannel Chicago
Associates (a general partnership) as of December 31, 1993 and 1992, and the
related statements of income, partners' capital and cash flows for each of the
years in the three-year period ended December 31, 1993, and the related
financial statement schedules, which report appears in the annual report on Form
10-K of Liberty Media Corporation for the year ended December 31, 1993, as
amended, incorporated by reference herein. We also consent to the reference to
our firm under the heading "Experts" in the registration statement.
KPMG PEAT MARWICK
Jericho, New York
June 27, 1994
<PAGE> 1
EXHIBIT 23.10
The Board of Directors
American Movie Classics Company:
We consent to the incorporation by reference in the registration statement
(No.33-54263) on Form S-4 of TCI/Liberty Holding Company of our report, dated
March 4, 1994, relating to the consolidated balance sheets of American Movie
Classics Company (a general partnership) as of December 31, 1993 and 1992, and
the related statements of income, partners' capital (deficiency) and cash flows
for each of the years in the three-year period ended December 31, 1993, and the
related financial statement schedules, which report appears in the annual report
on Form 10-K of Liberty Media Corporation for the year ended December 31, 1993,
as amended, incorporated by reference herein. We also consent to the reference
to our firm under the heading "Experts" in the registration statement.
KPMG PEAT MARWICK
Jericho, New York
June 27, 1994
<PAGE> 1
EXHIBIT 23.11
The Board of Directors
QVC, Inc.:
We consent to the incorporation by reference in the registration statement
(No. 33-54263) on Form S-4 of TCI/Liberty Holding Company of our report, dated
March 4, 1994, relating to the consolidated balance sheets of QVC, Inc. and
subsidiaries as of January 31, 1994 and 1993, and the related consolidated
statements of operations, shareholders' equity and cash flows for each of the
years in the three-year period ended January 31, 1994, and the related financial
statement schedules, which report appears in the annual report on Form 10-K of
Liberty Media Corporation for the year ended December 31, 1993, as amended,
incorporated by reference herein. We also consent to the reference to our firm
under the heading "Experts" in the registration statement.
Our report refers to a change in the method of accounting of income taxes.
KPMG PEAT MARWICK
Philadelphia, Pennsylvania
June 27, 1994
<PAGE> 1
EXHIBIT 23.12
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-4 No. 33-54263) and related proxy
statement/prospectus of TCI/Liberty Holding Company for the merger of TCI and
Liberty Media Corporation and to the incorporation by reference therein of our
report dated March 11, 1994, with respect to the financial statements and
schedules of Kansas City Cable Partners included in Liberty Media Corporation's
Annual Report (Form 10-K), as amended, for the year ended December 31, 1993,
filed with the Securities and Exchange Commission.
ERNST & YOUNG
New York, New York
June 27, 1994
