|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previous: TELE COMMUNICATIONS INC /CO/, S-4/A, 1995-06-13 |
Next: TEMPLETON VIETNAM OPPORTUNITIES FUND INC, DEF 14A, 1995-06-13 |
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: May 4, 1995
Date of Earliest Event Reported: April 25, 1995
TELE-COMMUNICATIONS, INC.
----------------------------------------------------------
(Exact name of Registrants as specified in their charters)
State of Delaware
----------------------------------------------
(State or other jurisdiction of incorporation)
0-20421 84-1260157
- ----------------------------------- -------------------------------------
(Commission File Numbers) (I.R.S. Employer Identification Nos.)
5619 DTC Parkway
Englewood, Colorado 80111
- ---------------------------------------- ----------------
(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code: (303) 267-5500
<PAGE> 2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
Date: June 13, 1995
TELE-COMMUNICATIONS, INC.
(Registrant)
By:/s/ Stephen M. Brett
Stephen M. Brett
Executive Vice President and
Secretary
<PAGE> 3
Item 2. Acquisition or Disposition of Assets
On April 25, 1995, the Company consummated the acquisition of the
controlling interests in Cablevision S.A., Televisora Belgrano S.A., Construred
S.A. and Univent's S.A., four affiliated companies owned by a shareholder group
headed by Eduardo Eurnekian (the "Shareholders") and engaged in the cable
television business in the Greater Buenos Aires area (collectively
"Cablevision") pursuant to a stock purchase agreement with the Shareholders.
The acquisition of a 51% ownership interest in Cablevision was
consummated for a purchase price of approximately $286 million prior to the
assumption of liabilities. The purchase price was paid with cash consideration
of approximately $199 million (including a previously paid deposit of $20
million) and the Company's issuance of approximately $87 million in secured,
negotiable promissory notes payable (the "Notes") to the Shareholders. The
Notes are secured by the Company's pledge of the stock representing its 51%
interest in Cablevision. The Notes bear interest at variable rates and are
scheduled to be repaid in 20 monthly installments beginning on August 31, 1995.
The purchase price is subject to adjustment upon the final determination of the
actual number of Cablevision equivalent basic subscribers and Cablevision
liabilities as of March 31, 1995.
In addition, the Company has an option during the two-year period
ended April 25, 1997 to increase its ownership interest to 80% at a cost per
subscriber similar to the initial purchase price adjusted for certain
fluctuations in applicable foreign currency exchange rates.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements
None.
(b) Pro Forma Financial Information
Tele-Communications, Inc. and Subsidiaries:
Condensed Pro Forma Combined Balance Sheet,
December 31, 1994 (unaudited)
Condensed Pro Forma Combined Statement of Operation,
Year ended December 31, 1994 (unaudited)
Notes to Condensed Pro Forma Combined Financial Statements,
December 31, 1994 (unaudited)
(c) Exhibits
(2) Amended and Restated Stock Purchase Agreement, dated as of
April 25, 1995, by and among Eduardo Eurnekian, stockholders
of shares of the Common Stock of Cablevision S.A.,
Televisora Belgrano S.A., Construred S.A., Univent's S.A.,
and TCI International Holdings, Inc.
(10) Amended and Restated Stockholders Agreement, dated April 25,
1995, between Eduardo Eurnekian and TCI International
Holdings, Inc.
__________________
<PAGE> 4
TELE-COMMUNICATIONS, INC. AND SUBSIDIARIES
Condensed Pro Forma Combined Financial Statements
December 31, 1994
(unaudited)
The following unaudited condensed pro forma combined balance sheet of TCI,
dated as of December 31, 1994, assumes that (i) the merger with TeleCable
Corporation ("TeleCable") (the "TeleCable Merger"), (ii) the acquisition of
controlling interests in Cablevision S.A., Televisora Belgrano S.A., Construred
S.A. and Univent's S.A. (collectively "Cablevision") (the "Cablevision
Acquisition") and (iii) the transactions whereby QVC, Inc. ("QVC") became 43%
owned by the Company and 57% owned by Comcast Corporation ("Comcast") (the "QVC
Transactions") had occurred as of such date. See notes (2), (3) and (4).
The following unaudited condensed pro forma combined statement of
operations of TCI for the year ended December 31, 1994 assumes that the
TeleCable Merger, the Cablevision Acquisition, the combination of TCI
Communications, Inc. ("TCIC") and Liberty Media Corporation ("Liberty"),
whereby TCIC and Liberty each became a wholly-owned subsidiary of TCI (the
"TCI/Liberty Combination") (see note 1) and the QVC Transactions had occurred
as of January 1, 1994.
The unaudited pro forma results do not purport to be indicative of the
results of operations that would have been obtained if the TeleCable Merger,
the Cablevision acquisition, the TCI/Liberty Combination and the QVC
Transactions had occurred as of January 1, 1994. These condensed pro forma
combined financial statements of TCI should be read in conjunction with the
historical financial statements and the related notes thereto of TCI.
1
<PAGE> 5
TELE-COMMUNICATIONS, INC. AND SUBSIDIARIES
Condensed Pro Forma Combined Balance Sheet
(unaudited)
<TABLE>
<CAPTION>
December 31, 1994
------------------------------------------------------------------
TCI TeleCable Cablevision Pro forma
Historical Historical (2) Historical (3) adjustments(2)(3)
---------- -------------- -------------- -----------------
amounts in millions
<S> <C> <C> <C> <C>
Assets
------
Cash, receivables and other
current assets $ 496 19 10 --
Investment in affiliates and Turner
Broadcasting System, Inc., and
related receivables 2,156 18 -- --
Property and equipment, net of
accumulated depreciation 5,876 258 30 334 (5)
Franchise costs, intangibles and
other assets, net of amortization 11,000 21 -- 1,319 (5)
--------- ------ ---------- --------
956 (6)
$ 19,528 316 40 2,609
========= ====== ========== ========
Liabilities and Stockholders' Equity
------------------------------------
Payables and accruals $ 1,193 31 32 --
Debt 11,162 274 46 87 (7)
179 (8)
Deferred income taxes 3,613 46 6 956 (6)
Other liabilities 160 5 -- --
--------- ------ ---------- --------
Total liabilities 16,128 356 84 1,222
--------- ------ ---------- --------
Minority interests 429 3 -- --
Series D Preferred Stock -- -- -- 300 (10)
Stockholders' equity:
Preferred Stock -- -- -- --
Combined deficit -- -- (44) 44 (11)
Class A common stock 577 -- -- 42 (10)
Class B common stock 89 7 -- (7) (9)
Additional paid-in capital 2,959 (262) -- 958 (10)
262 (9)
Cumulative foreign currency
translation adjustment (4) -- -- --
Unrealized holding gains for
available-for sale securities 253 3 -- (3) (9)
Retained earnings (deficit) (293) 209 -- (209) (9)
Treasury stock (610) -- -- --
--------- ------ ---------- --------
2,971 (43) (44) 1,087
--------- ------ ---------- --------
$ 19,528 316 40 2,609
========= ====== ========== ========
<CAPTION>
QVC
Transactions TCI
Pro forma(4) Proforma
------------ --------
amounts in millions
<S> <C> <C>
Assets
------
Cash, receivables and other
current assets -- 525
Investment in affiliates and Turner
Broadcasting System, Inc., and
related receivables 7 (12) 1,965
(216)(13)
Property and equipment, net of
accumulated depreciation -- 6,498
Franchise costs, intangibles and
other assets, net of amortization -- 13,296
--------- ----------
(209) 22,284
========= ==========
Liabilities and Stockholders' Equity
------------------------------------
Payables and accruals -- 1,256
Debt 7 (12) 11,666
(89) (13)
Deferred income taxes -- 4,621
Other liabilities -- 165
--------- ----------
Total liabilities (82) 17,708
--------- ----------
Minority interests -- 432
Series D Preferred Stock -- 300
Stockholders' equity:
Preferred Stock -- --
Combined deficit -- --
Class A common stock -- 619
Class B common stock -- 89
Additional paid-in capital -- 3,917
Cumulative foreign currency
translation adjustment -- (4)
Unrealized holding gains for
available-for sale securities (127) (13) 126
Retained earnings (deficit) -- (293)
Treasury stock -- (610)
--------- ----------
(127) 3,844
--------- ----------
(209) 22,284
========= ==========
</TABLE>
See accompanying notes to unaudited condensed pro forma combined
financial statements.
2
<PAGE> 6
TELE-COMMUNICATIONS, INC. AND SUBSIDIARIES
Condensed Pro Forma Combined Statement of Operations
(unaudited)
<TABLE>
<CAPTION>
Year ended December 31, 1994
----------------------------
TCI Liberty TeleCable Cablevision Pro forma
Historical Historical (1) Historical (2) Historical (3) adjustments(1)(2)(3)
---------- -------------- -------------- -------------- --------------------
<S> <C> <C> <C> <C> <C>
Revenue $ 4,936 790 302 139 (36) (14)
Operating, cost of sales, selling,
general and administrative expenses
and compensation relating to stock
appreciation rights (3,130) (726) (171) (90) 36 (14)
Depreciation and amortization (1,018) (32) (46) (6) (71) (15)
--------- ---------- --------- --------- -------
Operating income (loss) 788 32 85 43 (71)
Interest expense (785) (22) (23) -- 12 (16)
(6) (17)
(15) (18)
(6) (19)
Interest and dividend income 36 15 1 -- (12) (16)
Share of earnings of Liberty 125 -- -- -- (125) (20)
Share of earnings (losses) of
affiliates, net (120) 23 -- -- --
Gain on dispositions 151 183 -- -- --
Loss on early extinguishment of
debt (9) -- -- -- --
Other expense, net (15) (11) (4) (1) --
--------- ---------- --------- --------- -------
Earnings (loss) before income
taxes 171 220 59 42 (223)
Income tax expense (116) (95) (23) (15) 86 (21)
--------- ---------- --------- --------- -------
Net earnings (loss) 55 125 36 27 (137)
Dividend requirement on redeemable
preferred stocks (8) (14) -- -- (17) (22)
8 (23)
--------- ---------- --------- --------- -------
Net loss attributable to
common shareholders $ 47 111 36 27 (146)
========= ========== ========= ========= =======
Primary earnings per common and
common equivalent share $ .09
=========
<CAPTION>
Year ended December 31, 1994
----------------------------
QVC
Transactions TCI
Pro forma (4) Pro forma
------------- ---------
<S> <C> <C>
Revenue -- 6,131
Operating, cost of sales, selling,
general and administrative expenses and
compensation relating to stock
appreciation rights -- (4,081)
Depreciation and amortization -- (1,173)
--------- ------------
Operating income (loss) -- 877
Interest expense -- (845)
Interest and dividend income -- 40
Share of earnings of Liberty -- --
Share of earnings (losses) of
affiliates, net 26 (24) (98)
(27) (25)
Gain on dispositions -- 334
Loss on early extinguishment of
debt -- (9)
Other expense, net -- (31)
--------- ------------
Earnings (loss) before income
taxes (1) 268
Income tax expense -- (163)
--------- ------------
Net earnings (loss) (1) 105
Dividend requirement on redeemable
preferred stocks -- (31)
--------- ------------
Net loss attributable to
common shareholders (1) 74
========= ============
Primary earnings per common and
common equivalent share $ .11 (26)
</TABLE>
See accompanying notes to unaudited condensed pro forma combined financial
statements.
3
<PAGE> 7
TELE-COMMUNICATIONS, INC. AND SUBSIDIARIES
Notes to Condensed Pro Forma Combined Financial Statements
December 31, 1994
(unaudited)
(1) The TCI/Liberty Combination, which were consummated on August 4, 1994,
were structured as a tax free exchange whereby the common stock of
TCIC and Liberty and the preferred stock of Liberty were exchanged for
like shares of TCI. The merger agreement provided that each share of
TCIC's and Liberty's common stock (including shares held by TCIC's or
Liberty's subsidiaries) would be converted into one share and 0.975 of
a share, respectively, of the corresponding class of TCI's common
stock. Shares of Liberty Class E Preferred Stock were converted into
shares of a preferred stock of TCI having designations, preferences,
rights and qualifications, limitations and restrictions substantially
identical to the shares of preferred stock being converted. Shares of
the remaining Liberty preferred stock held by subsidiaries of TCIC
were converted into shares of a class of TCI preferred stock having an
equivalent fair value to that which was given up. All preferred stock
of TCI held by TCIC or its subsidiaries has been eliminated in
consolidation. The TCI/Liberty Combination has been accounted for as
a purchase of Liberty by TCI utilizing Liberty's historical
predecessor cost.
(2) As of August 8, 1994, TCI, TCIC and TeleCable entered into a
definitive merger agreement (the "TeleCable Merger Agreement") whereby
TeleCable was merged into TCIC on January 26, 1995. The aggregate
$1.6 billion purchase price was satisfied by TCIC's assumption of
approximately $300 million of TeleCable's net liabilities and the
issuance to TeleCable's shareholders of shares of TCI Class A common
stock (approximately 42 million shares) and 1 million shares of a new
series of preferred stock designated Convertible Preferred Stock,
Series D (the "Series D Preferred Stock") with an aggregate initial
liquidation value of $300 million. The Series D Preferred Stock,
which accrues dividends at a rate of 5.5% per annum, are convertible
into 10 million shares of TCI Class A common stock. The Series D
Preferred Stock is redeemable at the option of TCI after five years
and at the option of either TCI or the holder after ten years. The
amount of net liabilities assumed by TCIC and the number of shares of
TCI Class A common stock issued to TeleCable's shareholders are
subject to closing adjustments.
(3) On April 25, 1995, the Company consummated the acquisition of
controlling interests in Cablevision for an aggregate purchase price
of $286 million, including a previously paid deposit of $20 million.
The purchase price was paid with cash consideration of approximately
$199 million (including the initial $20 million) and the Company's
issuance of approximately $87 million in secured negotiable promissory
notes payable. All amounts presented with respect to Cablevision are
stated in U.S. dollars. During the period covered by the accompanying
condensed pro forma combined historical financial statements, an
exchange rate of one U.S. dollar to one Argentine peso was maintained
by the Argentine government.
(continued)
4
<PAGE> 8
TELE-COMMUNICATIONS, INC. AND SUBSIDIARIES
Notes to Condensed Pro Forma Combined Financial Statements
(4) Pursuant to an Agreement and Plan of Merger dated as of August 4,
1994, as amended (the "QVC Merger Agreement"), QVC Programming
Holdings, Inc. (the "Purchaser"), a corporation which is jointly owned
by Comcast and Liberty, commenced an offer (the "QVC Tender Offer") to
purchase all outstanding shares of common stock and preferred stock of
QVC, Inc. ("QVC"). The QVC Tender Offer expired at midnight, New York
City time, on February 9, 1995, at which time the Purchaser accepted
for payment all shares of QVC which had been tendered in the QVC
Tender Offer. Following consummation of the QVC Tender Offer, the
Purchaser was merged with and into QVC with QVC continuing as the
surviving corporation. The Company owns an approximate 43% interest
of the post-merger QVC. Upon consummation of the aforementioned QVC
transactions, the Company is deemed to exercise significant influence
over QVC and, as such, will account for its investment in QVC under
the equity method.
(5) Represents an allocation of the purchase prices of TeleCable and
Cablevision to their tangible and intangible assets. The cost
allocations were estimated using information available at the date of
preparation of these condensed pro forma combined financial statements
and will be adjusted upon final appraisal of the assets acquired.
Therefore, the actual allocations may differ from those allocations
reflected herein.
(6) Represents the estimated incremental deferred income tax liability
associated with the TeleCable and Cablevision purchase price
allocations, as described in note (5) above. The adjustment assumes a
combined federal and state income tax rate of 41%.
(7) Represents the issuance of the Notes in the acquisition of Cablevision
(see note 3).
(8) Represents borrowings by the Company to pay the remaining cash
consideration in the Cablevision acquisition.
(9) Represents the elimination of TeleCable's historical stockholders'
deficit.
(10) Represents the issuance by TCI to TeleCable shareholders of shares of
TCI Class A common stock (approximately 42 million shares) and 1
million shares of Series D Preferred Stock with an aggregate
liquidation value of $300 million. See note (2) above.
(11) Represents the elimination of Cablevision's historical stockholders'
deficit.
(12) Represents the Company's cash contribution in the QVC Transactions.
(13) Represents the elimination of the unrealized gain attributable to QVC.
(14) Represents the elimination of intercompany revenue and operating
expenses between TCIC and Liberty arising from the sale of certain
cable television programming to their respective cable television
subscribers. See note (1) above.
(15) Represents depreciation and amortization of TeleCable's and
Cablevision's allocated excess purchase prices based upon weighted
average lives of 12-1/2 years for property and equipment and 40 years
for franchise costs for TeleCable and 20 years for franchise costs for
Cablevision.
(continued)
5
<PAGE> 9
TELE-COMMUNICATIONS, INC. AND SUBSIDIARIES
Notes to Condensed Pro Forma Combined Financial Statements
(16) Represents the elimination of interest on intercompany indebtedness
between TCIC and Liberty. See note (1) above.
(17) Represents assumed interest expense incurred by the Company on the
Notes, calculated at an assumed rate of 7% per annum.
(18) Represents assumed interest expense incurred by the Company on the
borrowings of $179 million to pay the remaining cash portion of the
Cablevision purchase price and the interest expense that would have
been incurred had the initial $20 million payment toward the
Cablevision purchase price been paid on January 1, 1994. Such
interest expense was calculated at the Company's weighted average
interest rate of 7.5% for the year ended December 31, 1994.
(19) Represents additional interest expense on assumed indebtedness of
Cablevision. Interest expense was not reflected in the historical
financial statements as such borrowings were not utilized to support
the assets to be acquired by the Company. Such interest was
calculated at the interest rate in effect at December 31, 1994 for
such indebtedness (14.4% per annum).
(20) Represents the elimination of TCIC's share of Liberty's historical
earnings.
(21) Reflects the estimated income tax effect of the pro forma adjustments.
(22) Represents the dividend requirements on TCI's Series D Preferred Stock
(issued in connection with the TeleCable Merger - see note 2).
(23) Represents the elimination of the preferred stock dividend
requirements on Liberty preferred stock held by TCIC converted into
preferred stock of TCI.
(24) Reflects the incremental increase in TCI's share of QVC's historical
earnings resulting from the consummation of the QVC Transactions.
(25) Represents the adjustment to TCI's share of the pro forma loss of the
Purchaser after giving effect to the consummation of the QVC
Transactions. Such adjustment reflects the estimated incremental
interest, depreciation and amortization expense, net of income taxes,
incurred by the Purchaser following the consummation of the QVC
Transactions.
(26) Reflects primary and fully diluted earnings per common and common
equivalent share based upon 651,475,966 weighted average shares. Such
amount is calculated utilizing 540,837,355 weighted average shares of
TCI at December 31, 1994 (such amount representing TCI's weighted
average shares, as disclosed in its historical financial statements),
adjusted for the effect of shares issued in the TCI/Liberty
Combination as if such transaction had occurred on January 1 and
adjusted for the issuance of 42 million shares of TCI Class A common
stock issued in connection with the TeleCable Merger. Shares issuable
upon conversion of the Series D Preferred Stock (see note 2) have not
been included in the computation of weighted average shares
outstanding for the year ended December 31, 1994 because their
inclusion would be anti-dilutive.
6
|
|