<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-B/A
(AMENDMENT NO. 2)
REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS
FILED PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
_____________________________
TELE-COMMUNICATIONS, INC.
(Formerly, TCI/Liberty Holding Company)
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Commission File No. 0-20421
<TABLE>
<S> <C>
Delaware 84-1260157
--------------------------------- ----------------------------
(State of incorporation (I.R.S. Employer
or organization) Identification Number)
</TABLE>
Terrace Tower II, 5619 DTC Parkway, Englewood, Colorado 80111
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Tele-Communications, Inc. Series A TCI Group Common Stock, par value $1.00 per
share
Tele-Communications, Inc. Series B TCI Group Common Stock, par value $1.00 per
share
Class B 6% Cumulative Redeemable Exchangeable Junior Preferred Stock, par value
$.01 per share
(Title of Class)
<PAGE> 2
ITEM 3. SECURITIES TO BE REGISTERED.
Pursuant to the Certificate of Amendment to the Restated Certificate of
Incorporation of Tele-Communications, Inc., a Delaware corporation (the
"Registrant" or the "Company"), dated August 3, 1995, (i) shares of the
Company's Class A Common Stock, par value $1.00 per share (the "Class A Common
Stock"), were redesignated into shares of Tele-Communications, Inc. Series A
TCI Group Common Stock, par value $1.00 per share (the "Series A TCI Group
Common Stock"), and shares of the Company's Class B Common Stock, par value
$1.00 per share (the "Class B Common Stock"), were redesignated into shares of
Tele-Communications, Inc. Series B TCI Group Common Stock, par value $1.00 per
share (the "Series B TCI Group Common Stock"), and (ii) shares of
Tele-Communications, Inc. Series A Liberty Media Group Common Stock, par value
$1.00 per share (the "Series A Liberty Media Group Common Stock"), and shares
of Tele-Communications, Inc. Series B Liberty Media Group Common Stock, par
value $1.00 per share (the "Series B Liberty Media Group Common Stock"), were
authorized. On August 10, 1995, shares of Series A Liberty Media Group Common
Stock were distributed to holders of shares of Series A TCI Group Common Stock
and shares of Series B Liberty Media Group Common Stock were distributed to
holders of shares of Series B TCI Group Common Stock. The Series A TCI Group
Common Stock, the Series B TCI Group Common Stock, the Series A Liberty Media
Group Common Stock and the Series B Liberty Media Group Common Stock were
registered under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), pursuant to the Company's Registration Statement on Form 8-A dated July
11, 1995. The Class A Common Stock and the Class B Common Stock, as well as
the Class B 6% Cumulative Redeemable Exchangeable Junior Preferred Stock, par
value $.01 per share, were registered under the Exchange Act pursuant to this
Registration Statement on Form 8-B. The Company is amending this Registration
Statement on Form 8-B (i) to reflect the redesignation of the Class A Common
Stock into Series A TCI Group Common Stock and the Class B Common Stock into
Series B TCI Group Common Stock and the issuance of the Series A Liberty Media
Group Common Stock and the Series B Liberty Media Group Common Stock and (ii)
to update the description of the Company's capital stock contained in Item 4 of
this Registration Statement. Item 3 of the Company's Form 8-B, as amended, 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)
Tele-Communications, Inc. Series A TCI Group Common Stock, par
value $1.00 per share (the "Series A TCI Group Common Stock"),
(b) Tele-Communications, Inc. Series B TCI Group Common Stock,
par value $1.00 per share (the "Series B TCI Group Common
Stock"), and (c) Class B 6% Cumulative Redeemable Exchangeable
Junior Preferred Stock, par value $.01 per share ("Class B
Preferred Stock").
As of August 10, 1995, 1,750,000,000 shares of Series A
TCI Group Common Stock, 150,000,000 shares of Series B TCI
Group Common Stock and 1,675,096 shares of Class B Preferred
Stock were authorized.
-2-
<PAGE> 3
As of August 10, 1995, 571,549,241 shares of Series A
TCI Group Common Stock, 84,857,650 shares of Series B TCI Group
Common Stock and 1,620,026 shares of Class B Preferred Stock
were outstanding.
As of August 10, 1995, zero shares of Series A TCI
Group Common Stock, zero shares of Series B TCI Group Common
Stock and zero shares of Class B Preferred Stock were held 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 Registrant incorporates herein by reference the information under
the captions "The Liberty Media Group Stock Proposal", "Description of Existing
Common Stock and Other Capital Stock" and "Anti-Takeover Considerations" in the
Registrant's proxy statement/prospectus (the "Proxy Statement/Prospectus")
dated June 29, 1995 which was filed with the Securities and Exchange Commission
pursuant to Rule 424(b) under the Securities Act of 1933, as amended. The
description of the Company's capital stock in the Proxy Statement/Prospectus is
only a summary of certain provisions of the Company's Restated Certificate of
Incorporation, as amended, 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, as amended, and Bylaws, which are
exhibits to this Registration Statement.
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)
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
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. (Incorporated herein by reference to the TCI/Liberty Form S-4, Registration No. 33-54263
(effective June 28, 1994), Appendix I to Proxy Statement/Prospectus).
</TABLE>
-3-
<PAGE> 4
<TABLE>
<S> <C>
*3.1 Restated Certificate of Incorporation of the Company dated August 4, 1994, as amended on August 4, 1994, August 16, 1994,
October 11, 1994, October 21, 1994, January 26, 1995, August 3, 1995 and August 3, 1995. (Incorporated herein by reference
to Exhibit 99.1 to the Company's Current Report on Form 8-K, dated August 10, 1995 (Commission File No. 0-20421)).
*3.2 Bylaws of the Company as adopted August 4, 1994. (Incorporated herein by reference to Exhibit 3 of the Company's Annual
Report on Form 10-K for the year ended December 31, 1994, as amended by Form 10-K/A (amendment #1) for the year
ended December 31, 1994. (Commission File No. 0-20421))
*4.1 Specimen Stock Certificate for Class B Preferred. (Incorporated herein by reference to the TCI/Liberty Form S-4,
Registration No. 33-54263 (effective June 28, 1994), exhibit 4.3).
*4.2 Restated Certificate of Incorporation of the Company dated August 4, 1994, as amended on August 4, 1994, August 16, 1994,
October 11, 1994, October 21, 1994, January 26, 1995, August 3, 1995 and August 3, 1995. (Incorporated herein by reference
to Exhibit 99.1 to the Company's Current Report on Form 8-K, dated August 10, 1995 (Commission File No. 0-20421)).
*4.3 Form of Junior Exchange Note Indenture. (Incorporated herein by reference to the TCI/Liberty Form S-4, Registration
No. 33-54263 (effective June 28, 1994), exhibit 4.5).
*10.1 Tele-Communications, Inc. 1994 Stock Incentive Plan (Incorporated herein by reference to the Company's Form S-4 Registration
Statement. (Commission File No. 33-54263)).
*10.2 Restated and Amended Employment Agreement, dated as of November 1, 1992, between the Company and Bob Magness.
(Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1992, as
amended by Form 10-K/A (amendment #1) for the year ended December 31, 1992. (Commission File No. 0-5550)).
*10.3 Assignment and Assumption Agreement, dated as of August 4, 1994, among TCI/Liberty Holding Company, Tele-Communications,
Inc. and Bob Magness. (Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 1994, as amended by Form 10-K/A (amendment #1) for the year ended December 31, 1994. (Commission File No.
0-20421)).
</TABLE>
-4-
<PAGE> 5
<TABLE>
<S> <C>
*10.4 Restated and Amended Employment Agreement, dated as of November 1, 1992, between the Company and John C. Malone.
(Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1992, as
amended by Form 10-K/A (amendment #1) for the year ended December 31, 1992. (Commission File No. 0-5550)).
*10.5 Assignment and Assumption Agreement, dated as of August 4, 1994, among TCI/Liberty Holding Company, Tele-Communications,
Inc. and John C. Malone. (Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 1994, as amended by Form 10-K/A (amendment #1) for the year ended December 31, 1994. (Commission File No.
0-20421)).
*10.6 Employment Agreement, dated as of November 1, 1992, between Tele-Communications, Inc. and J. C. Sparkman. (Incorporated
herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1992, as amended by Form
10-K/A (amendment #1 for the year ended December 31, 1992. (Commission File No. 0-5550)).
*10.7 Assignment and Assumption Agreement, dated as of August 4, 1994, among TCI/Liberty Holding Company, Tele-Communications,
Inc. and J. C. Sparkman. (Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 1994, as amended by Form 10-K/A (amendment #1) for the year ended December 31, 1994. (Commission File No.
0-20421)).
*10.8 Employment Agreement, dated as of January 1, 1992, between Tele-Communications, Inc. and Donne F. Fisher. (Incorporated
herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1992, as amended by Form
10-K/A (amendment #1) for the year ended December 31, 1992. (Commission File No. 0-5550)).
*10.9 Assignment and Assumption Agreement, dated as of August 4, 1994, among TCI/Liberty Holding Company, Tele-Communications,
Inc. and Donne F. Fisher. (Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 1994, as amended by Form 10-K/A (amendment #1) for the year ended December 31, 1994. (Commission File No.
0-20421)).
*10.10 Restricted Stock Award Agreement, made as of December 10, 1992, among Tele-Communications, Inc., Donne F. Fisher and
WestMarc Communications, Inc. (Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year
ended December 31, 1992, as
</TABLE>
-5-
<PAGE> 6
<TABLE>
<S> <C>
amended by Form 10-K/A (amendment #1) for the year ended December 31, 1992. (Commission File No. 0-5550)).
*10.11 Deferred Compensation Plan for Non-Employee Directors, effective on November 1, 1992. (Incorporated herein by reference
to the Company's Annual Report on Form 10-K for the year ended December 31, 1992, as amended by Form 10-K/A (amendment #1)
for the year ended December 31, 1992. (Commission File No. 0-5550)).
*10.12 Employment Agreement, dated as of November 1, 1992, between Tele-Communications, Inc. and Fred A. Vierra. (Incorporated
herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1992, as amended by Form
10-K/A (amendment #1) for the year ended December 31, 1992. (Commission File No. 0-5550)).
*10.13 Assignment and Assumption Agreement, dated as of August 4, 1994, among TCI/Liberty Holding Company, Tele-Communications,
Inc. and Fred A. Vierra. (Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 1994, as amended by Form 10-K/A (amendment #1) for the year ended December 31, 1994. (Commission File No.
0-20421)).
*10.14 Employment Agreement, dated as of January 1, 1993, between Tele-Communications, Inc. and Larry E. Romrell. (Incorporated
herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1994, as amended by Form
10-K/A (amendment #1) for the year ended December 31, 1994. (Commission File No. 0-20421)).
*10.15 Assignment and Assumption Agreement, dated as of August 4, 1994, among TCI/Liberty Holding Company, Tele-Communications,
Inc. and Larry E. Romrell. (Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 1994, as amended by Form 10-K/A (amendment #1) for the year ended December 31, 1994. (Commission File No.
0-20421)).
*10.16 Form of 1992 Non-Qualified Stock Option and Stock Appreciation Rights Agreement. (Incorporated herein by reference to the
Company's Annual Report on Form 10-K for the year ended December 31, 1993, as amended by Form 10-K/A (amendment #1) for the
year ended December 31, 1993. (Commission File No. 0-5550)).
*10.17 Form of 1993 Non-Qualified Stock Option and Stock Appreciation Rights Agreement. (Incorporated herein by reference to
the Company's Annual Report on Form 10-K for the year ended December 31, 1993, as amended
</TABLE>
-6-
<PAGE> 7
<TABLE>
<S> <C>
by Form 10-K/A (amendment #1) for the year ended December 31, 1993. (Commission File No. 0-5550)).
*10.18 Non-Qualified Stock Option and Stock Appreciation Rights Agreement, dated as of November 12, 1993, by and between Tele-
Communications, Inc. and Jerome H. Kern. (Incorporated herein by reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 1993, as amended by Form 10-K/A (amendment #1) for the year ended December 31, 1993.
(Commission File No. 0-5550)).
*10.19 Form of Assumption and Amended and Restated Stock Option Agreement between the Company, Liberty Media Corporation and
grantee relating to stock appreciation rights granted pursuant to letter dated September 17, 1991. (Incorporated herein by
reference to the Company's Post Effective Amendment No. 1 to Form S-4 Registration Statement on Form S-8 Registration
Statement. (Commission File No. 33-54263)).
*10.20 Form of Assumption and Amended and Restated Stock Option Agreement between the Company, Liberty Media Corporation and
grantee relating to the assumption of options and related stock appreciation rights granted under the Liberty Media
Corporation 1991 Stock Incentive Plan pursuant to letter dated July 26, 1993. (Incorporated herein by reference to the
Company's Post Effective Amendment No. 1 to Form S-4 Registration Statement on Form S-8 Registration Statement.
(Commission File No. 33-54263)).
*10.21 Assumption and Amended and Restated Stock Option Agreement between the Company, TCI/Liberty Holding Company and a
director of Tele-Communications, Inc. relating to assumption of options and related stock appreciation rights granted
outside of an employee benefit plan pursuant to Tele-Communications, Inc.'s 1993 Non-Qualified Stock Option and Stock
Appreciation Rights Agreement. (Incorporated herein by reference to the Company's Post Effective Amendment No. 1 to Form S-4
Registration Statement on Form S-8 Registration Statement. (Commission File No. 33-54263)).
*10.22 Form of Assumption and Amended and Restated Stock Option Agreement between the Company, TCI/Liberty Holding Company and
grantee relating to assumption of options and related stock appreciation rights granted under Tele-Communications, Inc.'s
1992 Stock Incentive Plan pursuant to Tele-Communications, Inc.'s 1993 Non-Qualified Stock Option and Stock Appreciation
Rights Agreement. (Incorporated herein by reference to the Company's Post Effective Amendment No. 1 to Form S-4
Registration
</TABLE>
-7-
<PAGE> 8
<TABLE>
<S> <C>
Statement on Form S-8 Registration Statement. (Commission File No. 33-54263)).
*10.23 Form of Assumption and Amended and Restated Stock Option Agreement between the Company, TCI/Liberty Holding Company and
grantee relating to assumption of grants pursuant to the Agreement and Plan of Merger dated June 6, 1991 between United
Artists Entertainment Company and Tele-Communications, Inc. (Incorporated herein by reference to the Company's Post
Effective Amendment No. 1 to Form S-4 Registration Statement on Form S-8 Registration Statement. (Commission File No.
33-54263)).
*10.24 Form of letter dated September 17, 1991 from Liberty Media Corporation to grantee relating to grant of stock appreciation
rights. (Incorporated by reference to Tele-Communications, Inc.'s Post Effective Amendment No. 1 to Form S-4 Registration
Statement on Form S-8 Registration Statement. (Commission File No. 33-54263)).
*10.25 Form of letter dated July 26, 1993 from Liberty Media Corporation to grantee relating to grant of stock appreciation rights.
(Incorporated by reference to Tele-Communications, Inc.'s Post Effective Amendment No. 1 to Form S-4 Registration
Statement on Form S-8 Registration Statement. (Commission File No. 33-54263)).
*10.26 Form of Assumption and Amended and Restated Stock Option Agreement between the Company, TCI/Liberty Holding Company and
grantee relating to assumption of options and related stock appreciation rights under Tele-Communications, Inc.'s 1992 Stock
Incentive Plan pursuant to Tele-Communications, Inc.'s 1992 Non-Qualified Stock Option and Stock Appreciation Rights
Agreement. (Incorporated herein by reference to the Company's Post Effective Amendment No. 1 to Form S-4 Registration
Statement on Form S-8 Registration Statement. (Commission File No. 33-54263)).
*10.27 Forms of Assumption and Amended and Restated Stock Option Agreements relating to options granted under the United Artists
Entertainment Company 1988 Incentive and Non-Qualified Stock Option Plan and executed by employees who did not have
employment agreements with United Artists Entertainment Company. (Incorporated herein by reference to Tele-Communications,
Inc.'s Post-Effective Amendment No. 1 to Form S-4 Registration Statement on Form S-8 Registration Statement. (Commission
File No. 33-43009)).
</TABLE>
-8-
<PAGE> 9
<TABLE>
<S> <C>
*10.28 Forms of Assumption and Amended and Restated Stock Option Agreements relating to options granted under the United Artists
Entertainment Company 1988 Incentive and Non-Qualified Stock Option Plan and executed by employees who had employment
agreements with United Artists Entertainment. (Incorporated herein by reference to the Tele-Communications, Inc.'s
Post-Effective Amendment No. 1 to Form S-4 Registration Statement on Form S-8 Registration Statement. (Commission
File No. 33-43009)).
*10.29 Forms of Second Assumption and Amended and Restated Stock Option Agreements relating to options granted under the Amended
and Restated United Artists Communications, Inc. 1983 Stock Option Plan and executed by employees who did not have
employment agreements with United Artists Entertainment. (Incorporated herein by reference to Tele-Communications, Inc.'s
Post-Effective Amendment No. 1 to Form S-4 Registration Statement on Form S-8 Registration Statement. (Commission File No.
33-43009)).
*10.30 Forms of Second Assumption and Amended and Restated Stock Option Agreements relating to options granted under the
Amended and Restated United Artists Communications, Inc. 1983 Stock Option Plan and executed by employees who did not have
employment agreements with United Artists Entertainment. (Incorporated herein by reference to Tele-Communications, Inc.'s
Post-Effective Amendment No. 1 to Form S-4 Registration Statement on Form S-8 Registration Statement. (Commission File No.
33-43009)).
*10.31 Form of 1994 Non-Qualified Stock Option and Stock Appreciation Rights Agreement. (Incorporated herein by reference to
the Company's Annual Report on Form 10-K for the year ended December 31, 1994, as amended by Form 10-K/A (amendment #1) for
the year ended December 31, 1994. (Commission File No. 0-20421)).
*10.32 Form of Indemnification Agreement. (Incorporated herein by reference to the Company's Annual Report on Form 10-K for the
year ended December 31, 1993, as amended by Form 10-K/A (amendment #1) for the year ended December 31, 1993. (Commission
File No. 0-5550)).
*10.33 Qualified Employee Stock Purchase Plan of Tele-Communications, Inc., as amended. (Incorporated herein by reference to Tele-
Communications, Inc. Registration Statement on Form S-8. (Commission File No. 33-59058)).
</TABLE>
-9-
<PAGE> 10
<TABLE>
<S> <C>
*10.34 Second Amendment to Community Cable Television General Partnership Agreement, dated March 12, 1993, between
Tele-Communications of Colorado, Inc. and Liberty Cable Partner, Inc. (Incorporated herein by reference to Liberty Media
Corporation's Annual Report on Form 10-K for the year ended December 31, 1992. (Commission File No. 0-19036)).
*10.35 Agreement to Purchase and Sell Partnership Interests, dated as of January 29, 1993, among Mile Hi Cable Partners, L.P.,
Mile Hi Cablevision, Inc., Time Warner Entertainment Company, L.P., Daniels & Associates Partners Limited, Daniels
Communications, Inc., Cablevision Associates, Ltd., and John Yelenick and Maria Garcia-Berry, as agents for the limited
partners. (Incorporated hereby by reference to Liberty Media Corporation's Current Report on Form 8-K, dated March 24,
1993. (Commission File No. 0-19036)).
*10.36 Loan and Security Agreement, dated January 28, 1993, among Community Cable Television and Robert L. Johnson, the Paige
Johnson Trust and the Brett Johnson Trust. (Incorporated herein by reference to Liberty Media Corporation's Current Report
on Form 8-K, dated March 24, 1993. (Commission File No. 0-19036)).
*10.37 Agreement of Limited Partnership, dated as of January 28, 1993 among P & B Johnson Corp., Community Cable Television and
Daniels Communications, Inc. (Incorporated herein by reference to Liberty Media Corporation's Current Report on Form 8-K,
dated March 24, 1993. (Commission File No. 0-19036)).
*10.38 Recapitalization Agreement, dated March 26, 1993, among Liberty Media Corporation, TCI Liberty, Inc. and
Tele-Communications of Colorado, Inc. (Incorporated herein by reference to Liberty Media Corporation's Annual Report on Form
10-K, for the year ended December 31, 1992. (Commission File No. 0-19036)).
*10.39 Amendment to Recapitalization Agreement, dated June 3, 1993, between Liberty Media Corporation, TCI Liberty and
Tele-Communications of Colorado, Inc. (Incorporated herein by reference to the Company's Annual Report on Form 10-K for the
year ended December 31, 1994, as amended by Form 10-K/A (amendment #1) for the year ended December 31, 1994. (Commission
File No. 0-20421)).
*10.40 $18,539,442 Promissory Note, dated June 3, 1993, from Liberty Media Corporation to Tele-Communications of Colorado, Inc.
(Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1994, as
amended by Form 10-K/A (amendment
</TABLE>
-10-
<PAGE> 11
<TABLE>
<S> <C>
#1) for the year ended December 31, 1994. (Commission File No. 0-20421)).
*10.41 $66,900,000 Promissory Note, dated June 3, 1993, from Liberty Media Corporation to Tele-Communications of Colorado, Inc.
(Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1994, as
amended by Form 10-K/A (amendment #1) for the year ended December 31, 1994. (Commission File No. 0-20421)).
*10.42 $10,052,000 Promissory Note, dated June 3, 1993, from Liberty Media Corporation to Tele-Communications of Colorado, Inc.
(Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1994, as
amended by Form 10-K/A (amendment #1) for the year ended December 31, 1994. (Commission File No. 0-20421)).
*10.43 $86,105,000 Promissory Note, dated June 3, 1993, from Liberty Media Corporation to Tele-Communications of Colorado, Inc.
(Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1994, as
amended by Form 10-K/A (amendment #1) for the year ended December 31, 1994. (Commission File No. 0-20421)).
*10.44 Pledge and Security Agreement, dated June 3, 1993, between Liberty Cable Partner, Inc. and Tele-Communications of
Colorado, Inc. (Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31,
1994, as amended by Form 10-K/A (amendment #1) for the year ended December 31, 1994. (Commission File No. 0-20421)).
*10.45 Stock Pledge and Security Agreement, dated June 3, 1993, between Liberty Capital Corp. and Liberty Cable, Inc., and Tele-
Communications of Colorado, Inc. (Incorporated herein by reference to the Company's Annual Report on Form 10-K for the
year ended December 31, 1994, as amended by Form 10-K/A (amendment #1) for the year ended December 31, 1994. (Commission
File No. 0-20421)).
*10.46 Option-Put Agreement, dated June 3, 1993, between Tele-Communications of Colorado, Inc. and Liberty Cable Partner, Inc.
(Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1994, as
amended by Form 10-K/A (amendment #1) for the year ended December 31, 1994. (Commission File No. 0-20421)).
</TABLE>
-11-
<PAGE> 12
<TABLE>
<S> <C>
*10.47 Assignment and Assumption Agreement, dated June 3, 1993, between Liberty Cable Partner, Inc. and TCI Holdings, Inc.
(Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1994, as
amended by Form 10-K/A (amendment #1) for the year ended December 31, 1994. (Commission File No. 0-20421)).
*10.48 Option Agreement dated June 3, 1993, between TCI Holdings, Inc. and Liberty Cable Partner, Inc. (Incorporated herein by
reference to Liberty Media Corporation's Current Report on Form 8-K, dated June 24, 1993. (Commission File No. 0-19036)).
*10.49 Modification of Promissory Note, dated November 30, 1993, between Liberty Media Corporation and Tele-Communications of
Colorado, Inc. (Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31,
1994, as amended by Form 10-K/A (amendment #1) for the year ended December 31, 1994. (Commission File No. 0-20421)).
*10.50 Modification of Promissory Note, dated November 30, 1993, between Liberty Media Corporation and TCI Liberty, Inc.
(Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1994, as
amended by Form 10-K/A (amendment #1) for the year ended December 31, 1994. (Commission File No. 0-20421)).
*10.51 Amendment to Option-Put Agreement, dated November 30, 1993, between Tele-Communications of Colorado, Inc. and Liberty
Cable Partner, Inc. (Incorporated herein by reference to Liberty Media Corporation's Annual Report on Form 10-K for the year
ended December 31, 1993. (Commission File No. 0-19036)).
*10.52 Agreement Regarding Purchase and Sales of Partnership Interest, dated as of March 26, 1993, between Liberty Cable
Partners, Inc. and TCI Holdings, Inc. (Incorporated herein by reference to Liberty Media Corporation's Annual Report on Form
10-K for the year ended December 31, 1992. (Commission File No. 0-19036)).
*10.53 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 Mergeco, Inc. and Liberty Mergeco, Inc. (Incorporated herein by reference to
the Company's Current Report on Form 8-K, dated February 15, 1994. (Commission File No. 0-5550)).
*10.54 Amendment No. 1, dated as of March 30, 1994, to Agreement and Plan of Merger, dated as of January 27, 1994, by and among
Tele-
</TABLE>
-12-
<PAGE> 13
<TABLE>
<S> <C>
Communications, Inc., Liberty Media Corporation, TCI/Liberty Holding Company, TCI Mergeco, Inc. and Liberty Mergeco,
Inc. (Incorporated herein by reference to the Company's Current Report on Form 8-K, dated April 6, 1994. (Commission File
No. 0-5550)).
*10.55 Amendment No. 2, dated as of August 4, 1994, to 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 Mergeco, Inc. and Liberty Mergeco,
Inc. (Incorporated herein by reference to the Company's Current Report on Form 8-K, dated August 18, 1994. (Commission
File No. 0-20421)).
*10.56 Agreement and Plan of Merger, dated as of August 8, 1994, among Tele-Communications, Inc., TCI Communications, Inc. and
TeleCable Corporation. (Incorporated herein by reference to Tele-Communications, Inc.'s Current Report on Form 8-K, dated
August 18, 1994. (Commission File No. 0-20421)).
*10.57 1994 Nonemployee Director Stock Option Plan of Tele-Communications, Inc. (Incorporated herein by reference to Appendix V
to the Company's Proxy Statement/Prospectus dated June 29, 1995 which was filed with the Securities and Exchange Commission
pursuant to Rule 424(b) under the Securities Act of 1933, as amended).
*21 Subsidiaries of the Company. (Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year
ended December 31, 1994, as amended by Form 10-K/A (amendment #1) for the year ended December 31, 1994. (Commission File
No. 0-20421)).
*99 Proxy Statement/Prospectus dated June 29, 1995 of the Company (Incorporated herein by reference to the Company's Proxy
Statement/Prospectus dated June 29, 1995 which was filed with the Securities and Exchange Commission pursuant to
Rule 424(b) under the Securities Act of 1933, as amended).
</TABLE>
-13-
<PAGE> 14
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)
By: /s/ Stephen M. Brett
----------------------------
Name: Stephen M. Brett
Title: Executive Vice President
Date: August 10, 1995
-14-
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
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. (Incorporated herein by reference to the TCI/Liberty Form S-4, Registration No. 33-54263
(effective June 28, 1994), Appendix I to Proxy Statement/Prospectus).
</TABLE>
-3-
<PAGE> 16
<TABLE>
<S> <C>
*3.1 Restated Certificate of Incorporation of the Company dated August 4, 1994, as amended on August 4, 1994, August 16, 1994,
October 11, 1994, October 21, 1994, January 26, 1995, August 3, 1995 and August 3, 1995. (Incorporated herein by reference
to Exhibit 99.1 to the Company's Current Report on Form 8-K, dated August 10, 1995 (Commission File No. 0-20421)).
*3.2 Bylaws of the Company as adopted August 4, 1994. (Incorporated herein by reference to Exhibit 3 of the Company's Annual
Report on Form 10-K for the year ended December 31, 1994, as amended by Form 10-K/A (amendment #1) for the year
ended December 31, 1994. (Commission File No. 0-20421)).
*4.1 Specimen Stock Certificate for Class B Preferred. (Incorporated herein by reference to the TCI/Liberty Form S-4,
Registration No. 33-54263 (effective June 28, 1994), exhibit 4.3).
*4.2 Restated Certificate of Incorporation of the Company dated August 4, 1994, as amended on August 4, 1994, August 16, 1994,
October 11, 1994, October 21, 1994, January 26, 1995, August 3, 1995 and August 3, 1995. (Incorporated herein by reference
to Exhibit 99.1 to the Company's Current Report on Form 8-K, dated August 10, 1995 (Commission File No. 0-20421)).
*4.3 Form of Junior Exchange Note Indenture. (Incorporated herein by reference to the TCI/Liberty Form S-4, Registration
No. 33-54263 (effective June 28, 1994), exhibit 4.5).
*10.1 Tele-Communications, Inc. 1994 Stock Incentive Plan (Incorporated herein by reference to the Company's Form S-4 Registration
Statement. (Commission File No. 33-54263)).
*10.2 Restated and Amended Employment Agreement, dated as of November 1, 1992, between the Company and Bob Magness.
(Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1992, as
amended by Form 10-K/A (amendment #1) for the year ended December 31, 1992. (Commission File No. 0-5550)).
*10.3 Assignment and Assumption Agreement, dated as of August 4, 1994, among TCI/Liberty Holding Company, Tele-Communications,
Inc. and Bob Magness. (Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 1994, as amended by Form 10-K/A (amendment #1) for the year ended December 31, 1994. (Commission File No.
0-20421)).
</TABLE>
-4-
<PAGE> 17
<TABLE>
<S> <C>
*10.4 Restated and Amended Employment Agreement, dated as of November 1, 1992, between the Company and John C. Malone.
(Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1992, as
amended by Form 10-K/A (amendment #1) for the year ended December 31, 1992. (Commission File No. 0-5550)).
*10.5 Assignment and Assumption Agreement, dated as of August 4, 1994, among TCI/Liberty Holding Company, Tele-Communications,
Inc. and John C. Malone. (Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 1994, as amended by Form 10-K/A (amendment #1) for the year ended December 31, 1994. (Commission File No.
0-20421)).
*10.6 Employment Agreement, dated as of November 1, 1992, between Tele-Communications, Inc. and J. C. Sparkman. (Incorporated
herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1992, as amended by Form
10-K/A (amendment #1 for the year ended December 31, 1992. (Commission File No. 0-5550)).
*10.7 Assignment and Assumption Agreement, dated as of August 4, 1994, among TCI/Liberty Holding Company, Tele-Communications,
Inc. and J. C. Sparkman. (Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 1994, as amended by Form 10-K/A (amendment #1) for the year ended December 31, 1994. (Commission File No.
0-20421)).
*10.8 Employment Agreement, dated as of January 1, 1992, between Tele-Communications, Inc. and Donne F. Fisher. (Incorporated
herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1992, as amended by Form
10-K/A (amendment #1) for the year ended December 31, 1992. (Commission File No. 0-5550)).
*10.9 Assignment and Assumption Agreement, dated as of August 4, 1994, among TCI/Liberty Holding Company, Tele-Communications,
Inc. and Donne F. Fisher. (Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 1994, as amended by Form 10-K/A (amendment #1) for the year ended December 31, 1994. (Commission File No.
0-20421)).
*10.10 Restricted Stock Award Agreement, made as of December 10, 1992, among Tele-Communications, Inc., Donne F. Fisher and
WestMarc Communications, Inc. (Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year
ended December 31, 1992, as
</TABLE>
-5-
<PAGE> 18
<TABLE>
<S> <C>
amended by Form 10-K/A (amendment #1) for the year ended December 31, 1992. (Commission File No. 0-5550)).
*10.11 Deferred Compensation Plan for Non-Employee Directors, effective on November 1, 1992. (Incorporated herein by reference
to the Company's Annual Report on Form 10-K for the year ended December 31, 1992, as amended by Form 10-K/A (amendment #1)
for the year ended December 31, 1992. (Commission File No. 0-5550)).
*10.12 Employment Agreement, dated as of November 1, 1992, between Tele-Communications, Inc. and Fred A. Vierra. (Incorporated
herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1992, as amended by Form
10-K/A (amendment #1) for the year ended December 31, 1992. (Commission File No. 0-5550)).
*10.13 Assignment and Assumption Agreement, dated as of August 4, 1994, among TCI/Liberty Holding Company, Tele-Communications,
Inc. and Fred A. Vierra. (Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 1994, as amended by Form 10-K/A (amendment #1) for the year ended December 31, 1994. (Commission File No.
0-20421)).
*10.14 Employment Agreement, dated as of January 1, 1993, between Tele-Communications, Inc. and Larry E. Romrell. (Incorporated
herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1994, as amended by Form
10-K/A (amendment #1) for the year ended December 31, 1994. (Commission File No. 0-20421)).
*10.15 Assignment and Assumption Agreement, dated as of August 4, 1994, among TCI/Liberty Holding Company, Tele-Communications,
Inc. and Larry E. Romrell. (Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 1994, as amended by Form 10-K/A (amendment #1) for the year ended December 31, 1994. (Commission File No.
0-20421)).
*10.16 Form of 1992 Non-Qualified Stock Option and Stock Appreciation Rights Agreement. (Incorporated herein by reference to the
Company's Annual Report on Form 10-K for the year ended December 31, 1993, as amended by Form 10-K/A (amendment #1) for the
year ended December 31, 1993. (Commission File No. 0-5550)).
*10.17 Form of 1993 Non-Qualified Stock Option and Stock Appreciation Rights Agreement. (Incorporated herein by reference to
the Company's Annual Report on Form 10-K for the year ended December 31, 1993, as amended
</TABLE>
-6-
<PAGE> 19
<TABLE>
<S> <C>
by Form 10-K/A (amendment #1) for the year ended December 31, 1993. (Commission File No. 0-5550)).
*10.18 Non-Qualified Stock Option and Stock Appreciation Rights Agreement, dated as of November 12, 1993, by and between Tele-
Communications, Inc. and Jerome H. Kern. (Incorporated herein by reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 1993, as amended by Form 10-K/A (amendment #1) for the year ended December 31, 1993.
(Commission File No. 0-5550)).
*10.19 Form of Assumption and Amended and Restated Stock Option Agreement between the Company, Liberty Media Corporation and
grantee relating to stock appreciation rights granted pursuant to letter dated September 17, 1991. (Incorporated herein by
reference to the Company's Post Effective Amendment No. 1 to Form S-4 Registration Statement on Form S-8 Registration
Statement. (Commission File No. 33-54263)).
*10.20 Form of Assumption and Amended and Restated Stock Option Agreement between the Company, Liberty Media Corporation and
grantee relating to the assumption of options and related stock appreciation rights granted under the Liberty Media
Corporation 1991 Stock Incentive Plan pursuant to letter dated July 26, 1993. (Incorporated herein by reference to the
Company's Post Effective Amendment No. 1 to Form S-4 Registration Statement on Form S-8 Registration Statement.
(Commission File No. 33-54263)).
*10.21 Assumption and Amended and Restated Stock Option Agreement between the Company, TCI/Liberty Holding Company and a
director of Tele-Communications, Inc. relating to assumption of options and related stock appreciation rights granted
outside of an employee benefit plan pursuant to Tele-Communications, Inc.'s 1993 Non-Qualified Stock Option and Stock
Appreciation Rights Agreement. (Incorporated herein by reference to the Company's Post Effective Amendment No. 1 to Form S-4
Registration Statement on Form S-8 Registration Statement. (Commission File No. 33-54263)).
*10.22 Form of Assumption and Amended and Restated Stock Option Agreement between the Company, TCI/Liberty Holding Company and
grantee relating to assumption of options and related stock appreciation rights granted under Tele-Communications, Inc.'s
1992 Stock Incentive Plan pursuant to Tele-Communications, Inc.'s 1993 Non-Qualified Stock Option and Stock Appreciation
Rights Agreement. (Incorporated herein by reference to the Company's Post Effective Amendment No. 1 to Form S-4
Registration
</TABLE>
-7-
<PAGE> 20
<TABLE>
<S> <C>
Statement on Form S-8 Registration Statement. (Commission File No. 33-54263)).
*10.23 Form of Assumption and Amended and Restated Stock Option Agreement between the Company, TCI/Liberty Holding Company and
grantee relating to assumption of grants pursuant to the Agreement and Plan of Merger dated June 6, 1991 between United
Artists Entertainment Company and Tele-Communications, Inc. (Incorporated herein by reference to the Company's Post
Effective Amendment No. 1 to Form S-4 Registration Statement on Form S-8 Registration Statement. (Commission File No.
33-54263)).
*10.24 Form of letter dated September 17, 1991 from Liberty Media Corporation to grantee relating to grant of stock appreciation
rights. (Incorporated by reference to Tele-Communications, Inc.'s Post Effective Amendment No. 1 to Form S-4 Registration
Statement on Form S-8 Registration Statement. (Commission File No. 33-54263)).
*10.25 Form of letter dated July 26, 1993 from Liberty Media Corporation to grantee relating to grant of stock appreciation rights.
(Incorporated by reference to Tele-Communications, Inc.'s Post Effective Amendment No. 1 to Form S-4 Registration
Statement on Form S-8 Registration Statement. (Commission File No. 33-54263)).
*10.26 Form of Assumption and Amended and Restated Stock Option Agreement between the Company, TCI/Liberty Holding Company and
grantee relating to assumption of options and related stock appreciation rights under Tele-Communications, Inc.'s 1992 Stock
Incentive Plan pursuant to Tele-Communications, Inc.'s 1992 Non-Qualified Stock Option and Stock Appreciation Rights
Agreement. (Incorporated herein by reference to the Company's Post Effective Amendment No. 1 to Form S-4 Registration
Statement on Form S-8 Registration Statement. (Commission File No. 33-54263)).
*10.27 Forms of Assumption and Amended and Restated Stock Option Agreements relating to options granted under the United Artists
Entertainment Company 1988 Incentive and Non-Qualified Stock Option Plan and executed by employees who did not have
employment agreements with United Artists Entertainment Company. (Incorporated herein by reference to Tele-Communications,
Inc.'s Post-Effective Amendment No. 1 to Form S-4 Registration Statement on Form S-8 Registration Statement. (Commission
File No. 33-43009)).
</TABLE>
-8-
<PAGE> 21
<TABLE>
<S> <C>
*10.28 Forms of Assumption and Amended and Restated Stock Option Agreements relating to options granted under the United Artists
Entertainment Company 1988 Incentive and Non-Qualified Stock Option Plan and executed by employees who had employment
agreements with United Artists Entertainment. (Incorporated herein by reference to the Tele-Communications, Inc.'s
Post-Effective Amendment No. 1 to Form S-4 Registration Statement on Form S-8 Registration Statement. (Commission
File No. 33-43009)).
*10.29 Forms of Second Assumption and Amended and Restated Stock Option Agreements relating to options granted under the Amended
and Restated United Artists Communications, Inc. 1983 Stock Option Plan and executed by employees who did not have
employment agreements with United Artists Entertainment. (Incorporated herein by reference to Tele-Communications, Inc.'s
Post-Effective Amendment No. 1 to Form S-4 Registration Statement on Form S-8 Registration Statement. (Commission File No.
33-43009)).
*10.30 Forms of Second Assumption and Amended and Restated Stock Option Agreements relating to options granted under the
Amended and Restated United Artists Communications, Inc. 1983 Stock Option Plan and executed by employees who did not have
employment agreements with United Artists Entertainment. (Incorporated herein by reference to Tele-Communications, Inc.'s
Post-Effective Amendment No. 1 to Form S-4 Registration Statement on Form S-8 Registration Statement. (Commission File No.
33-43009)).
*10.31 Form of 1994 Non-Qualified Stock Option and Stock Appreciation Rights Agreement. (Incorporated herein by reference to
the Company's Annual Report on Form 10-K for the year ended December 31, 1994, as amended by Form 10-K/A (amendment #1) for
the year ended December 31, 1994. (Commission File No. 0-20421)).
*10.32 Form of Indemnification Agreement. (Incorporated herein by reference to the Company's Annual Report on Form 10-K for the
year ended December 31, 1993, as amended by Form 10-K/A (amendment #1) for the year ended December 31, 1993. (Commission
File No. 0-5550)).
*10.33 Qualified Employee Stock Purchase Plan of Tele-Communications, Inc., as amended. (Incorporated herein by reference to Tele-
Communications, Inc. Registration Statement on Form S-8. (Commission File No. 33-59058)).
</TABLE>
-9-
<PAGE> 22
<TABLE>
<S> <C>
*10.34 Second Amendment to Community Cable Television General Partnership Agreement, dated March 12, 1993, between
Tele-Communications of Colorado, Inc. and Liberty Cable Partner, Inc. (Incorporated herein by reference to Liberty Media
Corporation's Annual Report on Form 10-K for the year ended December 31, 1992. (Commission File No. 0-19036)).
*10.35 Agreement to Purchase and Sell Partnership Interests, dated as of January 29, 1993, among Mile Hi Cable Partners, L.P.,
Mile Hi Cablevision, Inc., Time Warner Entertainment Company, L.P., Daniels & Associates Partners Limited, Daniels
Communications, Inc., Cablevision Associates, Ltd., and John Yelenick and Maria Garcia-Berry, as agents for the limited
partners. (Incorporated hereby by reference to Liberty Media Corporation's Current Report on Form 8-K, dated March 24,
1993. (Commission File No. 0-19036)).
*10.36 Loan and Security Agreement, dated January 28, 1993, among Community Cable Television and Robert L. Johnson, the Paige
Johnson Trust and the Brett Johnson Trust. (Incorporated herein by reference to Liberty Media Corporation's Current Report
on Form 8-K, dated March 24, 1993. (Commission File No. 0-19036)).
*10.37 Agreement of Limited Partnership, dated as of January 28, 1993 among P & B Johnson Corp., Community Cable Television and
Daniels Communications, Inc. (Incorporated herein by reference to Liberty Media Corporation's Current Report on Form 8-K,
dated March 24, 1993. (Commission File No. 0-19036)).
*10.38 Recapitalization Agreement, dated March 26, 1993, among Liberty Media Corporation, TCI Liberty, Inc. and
Tele-Communications of Colorado, Inc. (Incorporated herein by reference to Liberty Media Corporation's Annual Report on Form
10-K, for the year ended December 31, 1992. (Commission File No. 0-19036)).
*10.39 Amendment to Recapitalization Agreement, dated June 3, 1993, between Liberty Media Corporation, TCI Liberty and
Tele-Communications of Colorado, Inc. (Incorporated herein by reference to the Company's Annual Report on Form 10-K for the
year ended December 31, 1994, as amended by Form 10-K/A (amendment #1) for the year ended December 31, 1994. (Commission
File No. 0-20421)).
*10.40 $18,539,442 Promissory Note, dated June 3, 1993, from Liberty Media Corporation to Tele-Communications of Colorado, Inc.
(Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1994, as
amended by Form 10-K/A (amendment
</TABLE>
-10-
<PAGE> 23
<TABLE>
<S> <C>
#1) for the year ended December 31, 1994. (Commission File No. 0-20421)).
*10.41 $66,900,000 Promissory Note, dated June 3, 1993, from Liberty Media Corporation to Tele-Communications of Colorado, Inc.
(Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1994, as
amended by Form 10-K/A (amendment #1) for the year ended December 31, 1994. (Commission File No. 0-20421)).
*10.42 $10,052,000 Promissory Note, dated June 3, 1993, from Liberty Media Corporation to Tele-Communications of Colorado, Inc.
(Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1994, as
amended by Form 10-K/A (amendment #1) for the year ended December 31, 1994. (Commission File No. 0-20421)).
*10.43 $86,105,000 Promissory Note, dated June 3, 1993, from Liberty Media Corporation to Tele-Communications of Colorado, Inc.
(Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1994, as
amended by Form 10-K/A (amendment #1) for the year ended December 31, 1994. (Commission File No. 0-20421)).
*10.44 Pledge and Security Agreement, dated June 3, 1993, between Liberty Cable Partner, Inc. and Tele-Communications of
Colorado, Inc. (Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31,
1994, as amended by Form 10-K/A (amendment #1) for the year ended December 31, 1994. (Commission File No. 0-20421)).
*10.45 Stock Pledge and Security Agreement, dated June 3, 1993, between Liberty Capital Corp. and Liberty Cable, Inc., and Tele-
Communications of Colorado, Inc. (Incorporated herein by reference to the Company's Annual Report on Form 10-K for the
year ended December 31, 1994, as amended by Form 10-K/A (amendment #1) for the year ended December 31, 1994. (Commission
File No. 0-20421)).
*10.46 Option-Put Agreement, dated June 3, 1993, between Tele-Communications of Colorado, Inc. and Liberty Cable Partner, Inc.
(Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1994, as
amended by Form 10-K/A (amendment #1) for the year ended December 31, 1994. (Commission File No. 0-20421)).
</TABLE>
-11-
<PAGE> 24
<TABLE>
<S> <C>
*10.47 Assignment and Assumption Agreement, dated June 3, 1993, between Liberty Cable Partner, Inc. and TCI Holdings, Inc.
(Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1994, as
amended by Form 10-K/A (amendment #1) for the year ended December 31, 1994. (Commission File No. 0-20421)).
*10.48 Option Agreement dated June 3, 1993, between TCI Holdings, Inc. and Liberty Cable Partner, Inc. (Incorporated herein by
reference to Liberty Media Corporation's Current Report on Form 8-K, dated June 24, 1993. (Commission File No. 0-19036)).
*10.49 Modification of Promissory Note, dated November 30, 1993, between Liberty Media Corporation and Tele-Communications of
Colorado, Inc. (Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31,
1994, as amended by Form 10-K/A (amendment #1) for the year ended December 31, 1994. (Commission File No. 0-20421)).
*10.50 Modification of Promissory Note, dated November 30, 1993, between Liberty Media Corporation and TCI Liberty, Inc.
(Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1994, as
amended by Form 10-K/A (amendment #1) for the year ended December 31, 1994. (Commission File No. 0-20421)).
*10.51 Amendment to Option-Put Agreement, dated November 30, 1993, between Tele-Communications of Colorado, Inc. and Liberty
Cable Partner, Inc. (Incorporated herein by reference to Liberty Media Corporation's Annual Report on Form 10-K for the year
ended December 31, 1993. (Commission File No. 0-19036)).
*10.52 Agreement Regarding Purchase and Sales of Partnership Interest, dated as of March 26, 1993, between Liberty Cable
Partners, Inc. and TCI Holdings, Inc. (Incorporated herein by reference to Liberty Media Corporation's Annual Report on Form
10-K for the year ended December 31, 1992. (Commission File No. 0-19036)).
*10.53 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 Mergeco, Inc. and Liberty Mergeco, Inc. (Incorporated herein by reference to
the Company's Current Report on Form 8-K, dated February 15, 1994. (Commission File No. 0-5550)).
*10.54 Amendment No. 1, dated as of March 30, 1994, to Agreement and Plan of Merger, dated as of January 27, 1994, by and among
Tele-
</TABLE>
-12-
<PAGE> 25
<TABLE>
<S> <C>
Communications, Inc., Liberty Media Corporation, TCI/Liberty Holding Company, TCI Mergeco, Inc. and Liberty Mergeco,
Inc. (Incorporated herein by reference to the Company's Current Report on Form 8-K, dated April 6, 1994. (Commission File
No. 0-5550)).
*10.55 Amendment No. 2, dated as of August 4, 1994, to 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 Mergeco, Inc. and Liberty Mergeco,
Inc. (Incorporated herein by reference to the Company's Current Report on Form 8-K, dated August 18, 1994. (Commission
File No. 0-20421)).
*10.56 Agreement and Plan of Merger, dated as of August 8, 1994, among Tele-Communications, Inc., TCI Communications, Inc. and
TeleCable Corporation. (Incorporated herein by reference to Tele-Communications, Inc.'s Current Report on Form 8-K, dated
August 18, 1994. (Commission File No. 0-20421)).
*10.57 1994 Nonemployee Director Stock Option Plan of Tele-Communications, Inc. (Incorporated herein by reference to Appendix V
to the Company's Proxy Statement/Prospectus dated June 29, 1995 which was filed with the Securities and Exchange Commission
pursuant to Rule 424(b) under the Securities Act of 1933, as amended).
*21 Subsidiaries of the Company. (Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year
ended December 31, 1994, as amended by Form 10-K/A (amendment #1) for the year ended December 31, 1994. (Commission File
No. 0-20421)).
*99 Proxy Statement/Prospectus dated June 29, 1995 of the Company (Incorporated herein by reference to the Company's Proxy
Statement/Prospectus dated June 29, 1995 which was filed with the Securities and Exchange Commission pursuant to
Rule 424(b) under the Securities Act of 1933, as amended).
</TABLE>
- -----------------
Exhibits marked with an * are incorporated herein by reference.
-13-
