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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-B/A
(AMENDMENT NO.1)
REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS
FILED PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
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TELE-COMMUNICATIONS, INC.
(Formerly, TCI/Liberty Holding Company)
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(Exact name of registrant as specified in its charter)
Commission File No. 0-20421
Delaware 84-1260157
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(State of incorporation or (I.R.S. Employer
organization) Identification Number)
Terrace Tower II, 5619 DTC Parkway, Englewood, Colorado 80111
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(Address of principal executive offices) (Zip Code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
(1) Class A Common Stock, par value $1.00 per share
(2) Class B Common Stock, par value $1.00 per share
(3) Class B 6% Cumulative Redeemable Exchangeable Junior Preferred Stock,
par value $.01 per share
(Title of Class)
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ITEM 3. SECURITIES TO BE REGISTERED.
Item 3 of the Form 8-B of Tele-Communications, Inc., a Delaware corporation
(the "Registrant" or the "Company"), is hereby amended in its entirety to read
as follows:
The following classes of securities of the Registrant are being
registered by this Registration Statement: (a) Class A Common Stock,
par value $1.00 per share ("Class A Common Stock"); (b) Class B Common
Stock, par value $1.00 per share ("Class B Common Stock"); and (c)
Class B 6% Cumulative Redeemable Exchangeable Junior Preferred Stock,
par value $.01 per share ("Class B Preferred Stock").
As of February 10, 1995, 1,100,000,000 shares of Class A Common
Stock, 150,000,000 shares of Class B Common Stock, and 1,675,096
shares of Class B Preferred Stock were authorized.
As of February 10, 1995, 571,690,775 shares of Class A Common
Stock, 85,114,800 shares of Class B Common Stock and 1,620,026 shares
of Class B Preferred Stock were outstanding.
As of February 10, 1995, 86,030,992 shares of Class A Common
Stock, 4,172,629 shares of Class B Common Stock and 55,070 shares of
Class B Preferred Stock were held by or for the account of the
Registrant.
ITEM 4. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Item 4 of the Company's Form 8-B is hereby amended in its entirety to read
as follows:
The Company is authorized to issue 1,100,000,000 shares of Class A Common
Stock and 150,000,000 shares of Class B Common Stock. In addition, it is
authorized to issue up to 12,375,096 shares of Preferred Stock, par value $.01
per share ("Preferred Stock"), divided into 700,000 shares of Class A Preferred
Stock, par value $.01 per share ("Class A Preferred Stock"), 1,675,096 shares of
Class B Preferred Stock, and 10,000,000 shares of Series Preferred Stock, par
value $.01 per share (the "Series Preferred Stock"). The Class A Common Stock,
Class B Common Stock and Class B Preferred Stock are the only classes of capital
stock of the Registrant being registered pursuant to this Registration
Statement.
The following description of the Company's capital stock is only a summary
of certain provisions of the Company's Restated Certificate of Incorporation and
Bylaws and does not purport to be complete and is subject to, and qualified in
its entirety by reference to, all provisions of such Restated Certificate of
Incorporation and Bylaws, copies of which are filed as exhibits to this
Registration Statement.
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CLASS A COMMON STOCK AND CLASS B COMMON STOCK
Each share of Class A Common Stock has one vote and each share of Class B
Common Stock has 10 votes per share. The Class A and Class B Common Stock are
otherwise identical in all respects, except that each share of Class B Common
Stock is convertible into one share of Class A Common Stock at the option of the
holder. A number of shares of Class A Common Stock equal to the number of shares
of Class B Common Stock outstanding from time to time are set aside and reserved
for issuance upon conversion of shares of Class B Common Stock. The Class A
Common Stock is not convertible into Class B Common Stock. Subject to the
preferential rights of holders of any then outstanding Preferred Stock, the
holders of the Class A and Class B Common Stock are entitled to receive
dividends when and as declared by the Board of Directors out of funds legally
available for such payment. Holders of Class A and Class B Common Stock have no
preemptive rights to purchase additional shares. Subject to the preferential
rights of holders of any then outstanding Preferred Stock, the holders of Class
A and Class B Common Stock are entitled to share ratably in the assets of the
Company available for distribution to stockholders in the event of the Company's
liquidation, dissolution or winding up.
The holders of the Class A and Class B Common Stock vote as one class for
the election of directors and have no cumulative voting rights in the election
of directors. The Company's Restated Certificate of Incorporation also provides
that the Board of Directors be divided into three classes of approximately equal
size, with one class to be elected for a three-year term at each annual meeting
of stockholders.
The Restated Certificate of Incorporation may be amended or repealed only
upon a vote of the holders of 66-2/3% of the total voting power of the
outstanding Class A and Class B Common Stock and any then outstanding Preferred
Stock entitled to vote with the Class A and Class B Common Stock generally on
matters submitted to stockholders for a vote (collectively "Voting Stock"),
voting as one class, and the Company's Bylaws may be amended only upon the
affirmative vote of at least 75% of the members of the Board of Directors, or by
a vote of holders of 66-2/3% of the total voting power of the outstanding Voting
Stock, voting as a single class. In addition, the Restated Certificate of
Incorporation provides that, subject to the rights of the holders of any class
or series of Preferred Stock, a vote of the holders of 66-2/3% of the total
voting power of the outstanding Voting Stock, voting as a single class, is
required to remove directors (who may be removed only for cause) and to approve
dissolution and certain mergers, consolidations, sales of assets and similar
transactions.
CLASS B PREFERRED STOCK
The Company is authorized to issue 1,675,096 shares of Class B Preferred
Stock, of which 1,620,026 were outstanding as of the date of this Registration
Statement. Subject to the prior preferences and other rights of any class or
series of Preferred Stock ranking prior to the Class B Preferred Stock with
respect to the payment of dividends, the holders of Class B Preferred Stock are
entitled to receive preferential cumulative dividends, when and as declared by
the Board of Directors out of unrestricted funds legally available therefor.
Dividends accrue cumulatively
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(but without compounding) at an annual rate of 6% of the stated liquidation
value of $100 per share (the "Stated Liquidation Value"), whether or not such
dividends are declared or funds are legally available for the payment of
dividends. Accrued dividends are payable annually and, in the sole discretion of
the Board of Directors, may be declared and paid in cash, in shares of Class A
Common Stock or in any combination of the foregoing. Accrued dividends not paid
as provided above on any dividend payment date will accumulate and such
accumulated unpaid dividends may be declared and paid in cash, shares of Class A
Common Stock or any combination thereof at any time (subject to the rights of
any senior stock and, if applicable, to the concurrent satisfaction of any
dividend arrearages on any class or series of Preferred Stock ranking on a
parity with the Class B Preferred Stock with respect to dividend rights) without
reference to any regular dividend payment date, to holders of record of Class B
Preferred Stock as of a special record date fixed by the Board of Directors.
The Class B Preferred Stock ranks junior to the Class A Preferred Stock, Series
C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock (each,
as defined herein) with respect to the declaration and payment of dividends.
Upon the liquidation, dissolution or winding up of the Company, the holders
of Class B Preferred Stock will be entitled, after payment of preferential
amounts on any class or series of stock ranking prior to the Class B Preferred
Stock with respect to liquidating distributions, to receive from the assets of
the Company available for distribution to stockholders an amount in cash or
property or a combination thereof, per share, equal to the Stated Liquidation
Value thereof, plus all accumulated and accrued but unpaid dividends thereon to
the date of payment, before any distribution of assets of the Company are made
to holders of Class A or Class B Common Stock. The Class B Preferred Stock
ranks junior to the Class A Preferred Stock, Series C Preferred Stock, Series D
Preferred Stock and Series E Preferred Stock with respect to liquidation
distributions.
Subject to the prior preferences and other rights of any class or series of
Preferred Stock, the Class B Preferred Stock is redeemable at any time at the
option of the Company, in whole or in part, for a redemption price per share
payable in cash equal to the Stated Liquidation Value thereof, plus all
accumulated and accrued but unpaid dividends thereon to and including the
redemption date.
Subject to the prior preferences and other rights of any class or series of
Preferred Stock, the Class B Preferred Stock is exchangeable at the option of
the Company in whole but not in part at any time for junior subordinated debt
securities of the Company ("Junior Exchange Notes"). If the Company exercises
its optional exchange right, each holder of outstanding shares of Class B
Preferred Stock will be entitled to receive in exchange therefor newly issued
Junior Exchange Notes of a series authorized and established for the purpose of
such exchange, the aggregate principal amount of which will be equal to the
aggregate Stated Liquidation Value of the shares of Class B Preferred Stock so
exchanged by such holder, plus all accumulated and accrued but unpaid dividends
thereon to and including the exchange date. The Junior Exchange Notes will
mature on the fifteenth anniversary of the date of issuance and will be subject
to earlier redemption at the option of the Company, in whole or in part, for a
redemption price equal
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to the principal amount thereof plus accrued but unpaid interest. Interest will
accrue, and be payable annually, on the principal amount of the Junior Exchange
Notes at a rate per annum to be determined prior to issuance by adding a spread
of 215 basis points to the "Fifteen Year Treasury Rate" (as defined in the
Indenture pursuant to which the Junior Exchange Notes will be issued). Interest
will accrue on overdue principal at the same rate, but will not accrue on
overdue interest.
The Class B Preferred Stock votes in any general election of directors, has
one vote per share for such purpose and votes as a single class with the Class A
and Class B Common Stock, and any class or series of Preferred Stock entitled to
vote in any general election of directors. The Class B Preferred Stock has no
other voting rights except as required by Delaware law. Without limiting the
generality of the foregoing, the number of authorized shares of Class B
Preferred Stock may be increased or decreased (but not below the number of
shares of Class B Preferred Stock then outstanding) by the affirmative vote of
the holders of 66-2/3% of the total voting power of the then outstanding shares
of Class A and Class B Common Stock and any class or series of Preferred Stock
entitled to vote generally on matters presented to the Company's stockholders
for a vote, voting together as a single class, and the Class B Preferred Stock
is entitled to vote with respect to any proposed amendment to the Company's
Restated Certificate of Incorporation that would create or designate any class
or series of Preferred Stock that would rank prior to, pari passu with, or
junior to the Class B Preferred Stock.
OTHER OUTSTANDING CAPITAL STOCK OF REGISTRANT
Class A Preferred Stock. The Company is authorized to issue 700,000 shares
of Class A Preferred Stock, of which 592,798 were issued and outstanding as of
the date of this Registration Statement and all of which were held by a wholly
owned subsidiary of the Company. The dividend, liquidation and redemption
features of the Class A Preferred Stock, each of which is discussed below, are
determined by reference to the liquidation value of the Class A Preferred Stock,
which as of any date of determination will be equal, on a per share basis, to
the sum of (i) $322.84, plus (ii) all dividends accrued on such share through
the dividend payment date on or immediately preceding such date of determination
to the extent not paid on or before such date, plus (iii), for purposes of
determining liquidation and redemption payments, all unpaid dividends accrued on
the sum of clauses (i) and (ii) above, to such date of determination.
The holders of Class A Preferred Stock are entitled to receive preferential
cumulative cash dividends when and as declared by the Board of Directors out of
unrestricted funds legally available therefor. Dividends accrue cumulatively at
an annual rate of 9 3/8% of the liquidation value per share, whether or not such
dividends are declared or funds are legally or contractually available for
payment of dividends. Dividends not paid on any dividend payment date are added
to the liquidation value on such date and remain a part thereof until such
dividends and all dividends accrued thereon are paid in full.
Upon the dissolution, liquidation or winding up of the Company, holders of
Class A Preferred Stock will be entitled to receive from the assets of the
Company available for
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distribution to stockholders an amount in cash or property or a combination
thereof, per share, equal to the liquidation value.
The Class A Preferred Stock is subject to optional redemption at any time
by the Company, in whole or in part, and to mandatory redemption by the Company
on the twelfth anniversary of the issue date, in each case at a redemption price
per share equal to the liquidation value of the Class A Preferred Stock.
Series Preferred Stock. The Series Preferred Stock is issuable, from time
to time, in one or more series, with such designations, preferences and
relative, participating, optional or other special rights, qualifications,
limitations or restrictions thereof as shall be stated and expressed in a
resolution or resolutions providing for the issue of such series adopted by the
Board of Directors. All shares of any one series of the Series Preferred Stock
are required to be alike in every particular and all series are required to rank
equally and be identical in all respects, except insofar as they may vary with
respect to matters which the Board is expressly authorized by the Company's
Restated Certificate of Incorporation to determine in the resolution or
resolutions providing for the issue of any series of the Series Preferred Stock.
As of the date of this Registration Statement, the Company has issued three
separate series of Series Preferred Stock, each of which is described below. No
assurance can be given that the terms of any future series of Series Preferred
Stock will not materially limit or qualify the rights of the holders of Class A
or Class B Common Stock or the Class B Preferred Stock in a manner that is
different from or in addition to the terms of any class or series of Preferred
Stock that are outstanding on the date of this Registration Statement.
Convertible Preferred Stock, Series C. The Company is authorized to issue
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80,000 shares of Convertible Preferred Stock, Series C ("Series C Preferred
Stock"), of which 70,559 were issued and outstanding as of the date of this
Registration Statement. Each share of Series C Preferred Stock is convertible,
at the option of the holder, into 100 shares of Class A Common Stock, subject to
anti-dilution adjustments. The dividend, liquidation and redemption features of
the Series C Preferred Stock, each of which is discussed below, are determined
by reference to the liquidation value of the Series C Preferred Stock, which as
of any date of determination is equal, on a per share basis, to the sum of (i)
$2,375, plus (ii) all dividends accrued on such share through the dividend
payment date on or immediately preceding such date of determination to the
extent not paid on or before such date, plus (iii), for purposes of determining
liquidation and redemption payments, all unpaid dividends accrued on the sums of
clauses (i) and (ii) above, to such date of determination. The holders of
Series C Preferred Stock are entitled to receive preferential cumulative cash
dividends out of funds legally available therefor. Dividends accrue cumulatively
at an annual rate of 5 1/2% of the liquidation value per share, whether or not
such dividends are declared or funds are legally or contractually available for
payment of dividends, except that if the Company fails to redeem shares of
Series C Preferred Stock required to be redeemed on a redemption date, dividends
will thereafter accrue cumulatively at an annual rate of 15% of the liquidation
value per share. Dividends not paid on any dividend payment date will be added
to the liquidation value on such date and remain a part thereof until such
dividends and all dividends accrued thereon are paid in full. Dividends will
accrue on unpaid dividends at the
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rate of 5 1/2% per annum, unless such dividends remain unpaid for two
consecutive quarters in which event such rate will increase to 15% per annum.
Upon the dissolution, liquidation or winding up of the Company, holders of
the Series C Preferred Stock will be entitled to receive from the assets of the
Company available for distribution to stockholders an amount in cash, per share,
equal to the liquidation value of the Series C Preferred Stock.
The Series C Preferred Stock is subject to optional redemption at any time
after the seventh anniversary of its issuance, in whole or in part, by the
Company at a redemption price per share equal to the then liquidation value of
the Series C Preferred Stock. Subject to the prior preferences and other rights
of any other class or series of Preferred Stock ranking senior to or on a parity
with the Series C Preferred Stock, the Series C Preferred Stock is required to
be redeemed by the Company at any time after such seventh anniversary at the
option of the holder, in whole or in part (provided that the aggregate
liquidation value of the shares to be redeemed is in excess of $1 million), in
each case at a redemption price per share equal to the liquidation value.
Convertible Preferred Stock, Series D. The Company is authorized to issue
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1,000,000 shares of Convertible Preferred Stock, Series D (the "Series D
Preferred Stock"), all of which are issued and outstanding. Each share of
Series D Preferred Stock is convertible, at the option of the holder, into 10
shares of Class A Common Stock, subject to anti-dilution adjustments. The
dividend, liquidation and redemption features of the Series D Preferred Stock,
each of which is discussed below, are determined by reference to the liquidation
value of the Series D Preferred Stock, which as of any date of determination is,
on a per share basis, the sum of (i) $300, plus (ii) all dividends accrued on
such share through the dividend payment date on or immediately preceding such
date of determination to the extent not paid on or before such date, plus (iii)
for purposes of determining liquidation and redemption payments, all unpaid
dividends accrued on the sum of clauses (i) and (ii) above, to such date of
determination.
The holders of Series D Preferred Stock are entitled to receive
preferential cumulative cash dividends out of funds legally available therefor.
Dividends accrue cumulatively at an annual rate of 5 1/2% of the liquidation
value per share, whether or not such dividends are declared or funds are legally
or contractually available for payment of dividends, except that if the Company
fails to redeem shares of Series D Preferred Stock required to be redeemed on a
redemption date, dividends thereafter will accrue cumulatively at an annual rate
of 10% of the liquidation value per share. Dividends not paid on any dividend
payment date will be added to the liquidation value on such date and remain a
part thereof until such dividends and all dividends accrued thereon are paid in
full. Dividends will accrue on unpaid dividends at the rate of 5 1/2% per annum,
unless such dividends remain unpaid for two consecutive quarters in which event
such rate shall increase to 10% per annum. To the extent any cash dividends are
not paid on any dividend payment date, the amount of such dividends will be
converted, to the extent permissible under the Delaware General Corporation Law,
into shares of Class A Common Stock at a conversion rate equal to 95% of the
then current market price (as defined in the certificate of designations
establishing
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the Series D Preferred Stock) of Class A Common Stock, and upon issuance of
Class A Common Stock to holders of Series D Preferred Stock in respect of such
conversion such dividend will be deemed paid for all purposes.
Upon the dissolution, liquidation or winding up of the Company, holders of
the Series D Preferred Stock will be entitled to receive from the assets of the
Company available for distribution to stockholders an amount in cash, per share,
equal to the liquidation value of the Series D Preferred Stock.
The Series D Preferred Stock is subject to optional redemption by the
Company at any time after the fifth anniversary of its issuance, in whole or
from time to time in part, at a redemption price per share equal to the
liquidation value of the Series D Preferred Stock. Shares of Series D Preferred
Stock may also be subject to optional redemption by the Company after the third
anniversary of the issue date if the market value per share of Class A Common
Stock shall have exceeded $37.50 for the period specified in the certificate of
designations establishing the Series D Preferred Stock. Subject to the prior
preferences and other rights of any other class or series of Preferred Stock
ranking senior to or on a parity basis with, the Series D Preferred Stock and
subject to any prohibition or restriction contained in any instrument evidencing
indebtedness of the Company, any holder of Series D Preferred Stock, at such
holder's option, may require the Company, at any time after the tenth
anniversary of the issuance of such Series D Preferred Stock, to redeem all or a
portion of such holder's shares of Series D Preferred Stock, provided that the
aggregate liquidation value of the shares to be redeemed is in excess of $50,000
(or, if all of the shares of Series D Preferred Stock held by such holder has an
aggregate liquidation value of less than $50,000, all but not less than all of
such shares of Series D Preferred Stock), in each case at a redemption price per
share equal to the then liquidation value of the Series D Preferred Stock. If
the Company fails to effect any redemption of Series D Preferred Stock, the
holders thereof will have the option to convert their shares of Series D
Preferred Stock into Class A Common Stock at a conversion rate equal to 95% of
the current market value of the Class A Common Stock over a period specified in
the certificate of designations establishing the Series D Preferred Stock,
provided that such option may not be exercised unless the failure to redeem
continues for more than a year.
Redeemable Convertible Preferred Stock, Series E. The Company is
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authorized to issue 400,000 shares of Redeemable Convertible Preferred Stock,
Series E ("Series E Preferred Stock") of which 246,402 were issued and
outstanding as of the date of this Registration Statement and all of which were
held by wholly owned subsidiaries of the Company. At any time after the Company
amends its Restated Certificate of Incorporation to increase the number of
authorized shares of Class A Common Stock to a number that would permit the
conversion of all of the shares of Series E Preferred Stock then outstanding,
the shares of Series E Preferred Stock shall be convertible, at the option of
the holder, into Class A Common Stock at the rate of 1,000 shares of Class A
Common Stock for each share of Series E Preferred Stock, subject to anti-
dilution adjustments. The dividend, liquidation and redemption features of the
Series E Preferred Stock, each of which is discussed below, are determined by
reference to the liquidation value of the Series E Preferred Stock, which as of
any date of determination is equal, on a per
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share basis, to the sum of (i) $22,303, plus (ii) all dividends accrued on such
share through the dividend payment date on or immediately preceding such date of
determination to the extent not paid on or before such date, plus (iii) for
purposes of determining liquidation and redemption payments, all unpaid
dividends accrued on the sum of clauses (i) and (ii) above, to such date of
determination.
The holders of Series E Preferred Stock are entitled to receive
preferential cumulative cash dividends out of funds legally available therefor.
Dividends accrue cumulatively at an annual rate of 5% of the stated liquidation
value per share, whether or not such dividends are declared or funds are legally
available for payment of dividends. Dividends not paid on any dividend payment
date are added to the liquidation value on such date and remain a part thereof
until such dividends are paid.
Upon the dissolution, liquidation or winding up of the Company, holders of
the Series E Preferred Stock will be entitled to receive from the assets of the
Company available for distribution to stockholders an amount in cash or property
or a combination thereof, per share, equal to the liquidation value of the
Series E Preferred Stock.
The Series E Preferred Stock is subject to optional redemption by the
Company at any time, in whole or in part, at a redemption price, per share,
equal to the then liquidation value of the Series E Preferred Stock. The Company
may elect to pay the redemption price (or designated portion thereof) of the
shares of Series E Preferred Stock called for redemption by issuing to the
holder thereof, in respect of his shares to be redeemed, a number of shares of
Class A Common Stock equal to the aggregate redemption price (or designated
portion thereof) of such shares divided by the average of the last daily sales
prices of the Class A Common Stock for a specified period, subject to
adjustments described in the certificate of designations establishing the Series
E Preferred Stock.
RANKING; LIMITATIONS ON RIGHTS OF HOLDERS OF COMMON STOCK
All classes and series of Preferred Stock outstanding on the date of this
Registration Statement rank senior to the Class A Common Stock and Class B
Common Stock as to dividend rights, rights to redemption and rights on
liquidation.
For so long as any dividends are in arrears on any outstanding class or
series of Preferred Stock, and until all dividends accrued up to the immediately
preceding dividend payment date on such Preferred Stock and on any class or
series of Preferred Stock ranking on a parity with such Preferred Stock ("Parity
Stock") shall have been paid or declared and set apart so as to be available for
payment in full thereof and for no other purpose, neither the Company nor any
subsidiary thereof may purchase or otherwise acquire any shares of Class A
Common Stock or Class B Common Stock, or set aside any money or assets for any
such purpose, unless all of the outstanding shares of such Preferred Stock and
Parity Stock are redeemed. For so long as any dividends are in arrears on any
outstanding class or series of Preferred Stock and until all dividends accrued
up to the immediately preceding dividend payment date on such Preferred
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Stock shall have been paid or declared and set apart so as to be available for
payment in full thereof and for no other purpose, the Company may not declare or
pay any dividend on or make any distribution with respect to the Class A Common
Stock or Class B Common Stock or set aside any money or assets for any such
purpose. If the Company fails to redeem shares of Class A Preferred Stock,
Class B Preferred Stock or Series E Preferred Stock required to be redeemed on a
redemption date, the Company may not declare or pay any dividend on or make any
distribution with respect to the Class A Common Stock or Class B Common Stock or
set aside money or assets for any such purpose, and neither the Company nor any
subsidiary thereof may purchase or otherwise acquire any shares of Class A
Common Stock or Class B Common Stock or set aside any money or assets for any
such purpose, until all shares of such class or series of Preferred Stock are
redeemed in full. If the Company fails to redeem shares of Series C Preferred
Stock or Series D Preferred Stock required to be redeemed on a redemption date,
neither the Company nor any subsidiary thereof may purchase or otherwise acquire
any shares of Class A Common Stock or Class B Common Stock or set aside any
money or assets for any such purpose, until all shares of such series of
Preferred Stock are redeemed in full. Neither the Company nor any subsidiary
thereof may purchase or otherwise acquire any shares of Class A Common Stock or
Class B Common Stock, or set aside any money or assets for such purpose, if
after giving effect to such purchase or acquisition the amount that would be
available for distribution to the holders of Class A Preferred Stock, Class B
Preferred Stock and Series E Preferred Stock upon liquidation, dissolution or
winding up of the Company, if such liquidation, dissolution or winding up were
to occur on the date fixed for such purchase or acquisition of shares of Class A
Common Stock or Class B Common Stock, would be less than the aggregate
liquidation preference of all then outstanding shares of such classes and series
of Preferred Stock. The failure of the Company (i) to redeem on any date fixed
for redemption any outstanding shares of Class A Preferred Stock, Class B
Preferred Stock or Series E Preferred Stock or (ii) to pay dividends on the
Series C Preferred Stock or Series D Preferred Stock, shall not prevent the
Company from paying any dividends on Class A Common Stock or Class B Common
Stock solely in shares of capital stock ranking junior to such class or series
of Preferred Stock or (with respect to (i) above only) the purchase or other
acquisition of Class A Common Stock or Class B Common Stock solely in exchange
for (together with a cash adjustment for fractional shares, if any) shares of
such junior capital stock.
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ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS.
Item 5(b) of the Company's Form 8-B is hereby amended to read in its
entirety as follows:
(b) Exhibits (items marked with an * are incorporated herein by reference)
Exhibit No. Description
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1 Proxy Statement/Prospectus, dated June 23, 1994, which
constitutes the Prospectus of TCI/Liberty (TCI/Liberty Form S-4,
Registration No. 33-54263 (effective June 28, 1994)). Previously
filed.
*2 Agreement and Plan of Merger, dated as of January 27, 1994, by
and among TCI, Liberty, TCI/Liberty, TCI Mergerco and Liberty
Mergerco, as amended (TCI/Liberty S-4, Registration No. 33-54263
(effective June 28, 1994), Appendix I to Proxy
Statement/Prospectus).
*3.1 Certificate of Incorporation of TCI/Liberty, filed January 24,
1994 and dated January 21, 1994 (TCI/Liberty S-4, Registration
No. 33-54263 (effective June 28, 1994), exhibit 3.1).
*3.2 Restated Certificate of Incorporation of TCI/Liberty, as amended
(Registration Statement on Form S-3, Registration No. 33-56271,
(effective January 20, 1995), exhibit 3.1).
*3.3 Bylaws of TCI/Liberty as adopted January 25, 1994 (TCI/Liberty S-
4, Registration No. 33-54263 (effective June 28, 1994), exhibit
3.3).
*3.4 Form of Bylaws of TCI/Liberty to be adopted in connection with
the Mergers described in the Proxy Statement/Prospectus
(TCI/Liberty S-4, Registration No. 33-54263 (effective June 28,
1994), exhibit 3.4).
*3.5 Certificate of Designations for Convertible Preferred Stock,
Series D (Appendix IV to Prospectus, dated December 23, 1994, of
the Registrant, contained in Registration Statement on Form S-4,
Registration No. 33-56135 (effective December 23, 1994)).
*4.1 Specimen Stock Certificate for Class A Common (TCI/Liberty S-4,
Registration No. 33-54263, (effective June 28, 1994), exhibit
4.1).
*4.2 Specimen Stock Certificate for Class B Common (TCI/Liberty S-4,
Registration No. 33-54263 (effective June 28, 1994), exhibit
4.2).
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*4.3 Specimen Stock Certificate for Class B Preferred (TCI/Liberty
S-4, Registration No. 33-54263 (effective June 28, 1994),
exhibit 4.3).
*4.4 Form of Amended and Restated Certificate of Incorporation of
TCI/Liberty (included as exhibit 3.2).
*4.5 Form of Junior Exchange Note Indenture (TCI/Liberty S-4,
Registration No. 33-54263 (effective June 28, 1994), exhibit
4.5).
*10.1 TCI/Liberty 1994 Stock Incentive Plan (TCI/Liberty S-4,
Registration No. 33-54263 (effective June 28, 1994), Appendix IV
to Proxy Statement/Prospectus).
*10.2 Restated and Amended Employment Agreement, dated as of November
1, 1992, between TCI and Bob Magness (TCI'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 TCI and John C. Malone (TCI'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 TCI
and J.C. Sparkman (TCI'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 TCI
and Fred A. Vierra (TCI'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 and John C. Malone (Amendment No. 6 to Liberty's
Registration Statement on Form S-4, dated February 11, 1991, (No.
33-37673)).
*10.7 First Amendment, dated October 24, 1991, to Employment Agreement
between Liberty and John C. Malone (Liberty's Current Report on
Form 8-K, dated October 24, 1991).
*10.8 Form of Indemnification Agreement (TCI/Liberty S-4, Registration
No. 33-54263 (effective June 28, 1994), exhibit 10.8).
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*10.9 Qualified Employee Stock Purchase Plan of TCI as amended (TCI's
Registration Statement on Form S-8 (Commission File No. 33-
59058)).
*21 Subsidiaries of TCI/Liberty (TCI/Liberty S-4, Registration No.
33-54263 (effective June 28, 1994), exhibit 21).
*24 Power of Attorney (TCI/Liberty S-4, Registration No. 33-54263
(effective June 28, 1994), exhibit 24).
13
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment to its Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
TELE-COMMUNICATIONS, INC.
(Registrant)
/s/ Stephen M. Brett
By:__________________________________________
Name: Stephen M. Brett
Title: Executive Vice President
Date: April 4, 1995
14
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Exhibit Index
(Items marked with an * are incorporated by reference)
Exhibit No. Description
- ----------- -----------
1 Proxy Statement/Prospectus, dated June 23, 1994, which
constitutes the Prospectus of TCI/Liberty (TCI/Liberty Form S-4,
Registration No. 33-54263 (effective June 28, 1994)). Previously
filed.
*2 Agreement and Plan of Merger, dated as of January 27, 1994, by
and among TCI, Liberty, TCI/Liberty, TCI Mergerco and Liberty
Mergerco, as amended (TCI/Liberty S-4, Registration No. 33-54263
(effective June 28, 1994), Appendix I to Proxy
Statement/Prospectus).
*3.1 Certificate of Incorporation of TCI/Liberty, filed January 24,
1994 and dated January 21, 1994 (TCI/Liberty S-4, Registration
No. 33-54263 (effective June 28, 1994), exhibit 3.1).
*3.2 Restated Certificate of Incorporation of TCI/Liberty, as amended
(Registration Statement on Form S-3, Registration No. 33-56271,
(effective January 20, 1995), exhibit 3.1).
*3.3 Bylaws of TCI/Liberty as adopted January 25, 1994 (TCI/Liberty S-
4, Registration No. 33-54263 (effective June 28, 1994), exhibit
3.3).
*3.4 Form of Bylaws of TCI/Liberty to be adopted in connection with
the Mergers described in the Proxy Statement/Prospectus
(TCI/Liberty S-4, Registration No. 33-54263 (effective June 28,
1994), exhibit 3.4).
*3.5 Certificate of Designations for Convertible Preferred Stock,
Series D (Appendix IV to Prospectus, dated December 23, 1994, of
the Registrant, contained in Registration Statement on Form S-4,
Registration No. 33-56135 (effective December 23, 1994)).
*4.1 Specimen Stock Certificate for Class A Common (TCI/Liberty S-4,
Registration No. 33-54263, (effective June 28, 1994), exhibit
4.1).
*4.2 Specimen Stock Certificate for Class B Common (TCI/Liberty S-4,
Registration No. 33-54263 (effective June 28, 1994), exhibit
4.2).
*4.3 Specimen Stock Certificate for Class B Preferred (TCI/Liberty S-
4, Registration No. 33-54263 (effective June 28, 1994), exhibit
4.3).
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*4.4 Form of Amended and Restated Certificate of Incorporation of
TCI/Liberty (included as exhibit 3.2).
*4.5 Form of Junior Exchange Note Indenture (TCI/Liberty S-4,
Registration No. 33-54263 (effective June 28, 1994), exhibit
4.5).
*10.1 TCI/Liberty 1994 Stock Incentive Plan (TCI/Liberty S-4,
Registration No. 33-54263 (effective June 28, 1994), Appendix IV
to Proxy Statement/Prospectus).
*10.2 Restated and Amended Employment Agreement, dated as of November
1, 1992, between TCI and Bob Magness (TCI'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 TCI and John C. Malone (TCI'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 TCI
and J.C. Sparkman (TCI'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 TCI
and Fred A. Vierra (TCI'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 and John C. Malone (Amendment No. 6 to Liberty's
Registration Statement on Form S-4, dated February 11, 1991, (No.
33-37673)).
*10.7 First Amendment, dated October 24, 1991, to Employment Agreement
between Liberty and John C. Malone (Liberty's Current Report on
Form 8-K, dated October 24, 1991).
*10.8 Form of Indemnification Agreement (TCI/Liberty S-4, Registration
No. 33-54263 (effective June 28, 1994), exhibit 10.8).
*10.9 Qualified Employee Stock Purchase Plan of TCI as amended (TCI's
Registration Statement on Form S-8 (Commission File No. 33-
59058)).
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*21 Subsidiaries of TCI/Liberty (TCI/Liberty S-4, Registration No.
33-54263 (effective June 28, 1994), exhibit 21).
*24 Power of Attorney (TCI/Liberty S-4, Registration No. 33-54263
(effective June 28, 1994), exhibit 24).
17
