<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 8-A/A
(AMENDMENT NO. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
_______________
TELE-COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 84-1260157
(State of incorporation or organization) (I.R.S. Employer Identification No.)
5619 DTC PARKWAY
ENGLEWOOD, COLORADO 80111-3000
(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.
TELE-COMMUNICATIONS, INC. SERIES A LIBERTY MEDIA GROUP COMMON STOCK, PAR VALUE
$1.00 PER SHARE.
TELE-COMMUNICATIONS, INC. SERIES B LIBERTY MEDIA GROUP COMMON STOCK, PAR VALUE
$1.00 PER SHARE.
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
-------------------------------------------------------
The securities of Tele-Communications, Inc., a Delaware corporation
(the "Company"), to be registered hereby are the Company's Tele-Communications,
Inc. Series A TCI Group Common Stock, par value $1.00 per share (the "Series A
TCI Group Common Stock"), and Tele-Communications, Inc. Series B TCI Group
Common Stock, par value $1.00 per share (the "Series B TCI Group Common Stock,"
and collectively with the Series A TCI Group Common Stock, the "TCI Group Common
Stock"), and the Company's 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 Tele-Communications, Inc. Series B Liberty Media Group Common
Stock, par value $1.00 per share (the "Series B Liberty Media Group Common
Stock," and collectively with the Series A Liberty Media Group Common Stock, the
"Liberty Media Group Common Stock").
The Restated Certificate of Incorporation, as amended, of the Company
(the "Charter") provides that the Company is authorized to issue 2,777,375,096
shares of capital stock, including (i) 2,725,000,000 shares of common stock (the
"Common Stock"), of which 1,750,000,000 shares are designated Series A TCI Group
Common Stock, 150,000,000 shares are designated Series B TCI Group Common Stock,
750,000,000 shares are designated Series A Liberty Media Group Common Stock and
75,000,000 shares are designated Series B Liberty Media Group Common Stock, and
(ii) 62,375,096 shares of preferred stock (the "Preferred Stock"), of which
700,000 shares are designated Class A Preferred Stock, par value $0.01 per share
(the "Class A Preferred Stock"), 1,675,096 shares are designated Class B 6%
Cumulative Redeemable Exchangeable Junior Preferred Stock, par value $.01 per
share (the "Class B Preferred Stock"), and 50,000,000 shares are designated
Series Preferred Stock, par value $.01 per share (the "Series Preferred Stock"),
issuable in series. Of the Series Preferred Stock, 80,000 shares are designated
Convertible Preferred Stock, Series C (the "Series C Preferred Stock"),
1,000,000 shares are designated Convertible Preferred Stock, Series D (the
"Series D Preferred Stock"), 400,000 shares are designated Redeemable
Convertible Preferred Stock, Series E (the "Series E Preferred Stock"), and
500,000 shares are designated Convertible Redeemable Participating Preferred
Stock, Series F (the "Series F Preferred Stock").
The following description of certain terms of the TCI Group Common
Stock, the Liberty Media Group Common Stock and the outstanding classes and
series of Preferred Stock does not purport to be complete and is qualified in
its entirety by reference to the Charter (including the Certificate of
Designation with respect to each outstanding series of Series Preferred Stock),
copies of which are filed as exhibits to this Registration Statement.
TCI GROUP COMMON STOCK AND LIBERTY MEDIA GROUP COMMON STOCK
As of August 31, 1995, 571,572,351 shares of Series A TCI Group Common
Stock, 84,801,554 shares of Series B TCI Group Common Stock, 142,891,724 shares
of Series A Liberty Media Group Common Stock and 21,200,336 shares of Series B
Liberty Media Group Common Stock were outstanding (in each case net of shares
held in treasury).
-2-
<PAGE>
CERTAIN DEFINITIONS
As used herein, the following terms have the meanings specified below:
"Committed Acquisition Shares" means (i) the shares of Series A
Liberty Media Group Common Stock that the Company had, prior to the record date
for the Distribution, agreed to issue, but as of such record date had not
issued, and (ii) the shares of Series A Liberty Media Group Common Stock that
are issuable upon conversion, exercise or exchange of Convertible Securities
that the Company had, prior to the record date for the Distribution, agreed to
issue, but as of such record date had not issued, in each case including
obligations of the Company to issue shares of the Company's Class A Common
Stock, par value $1.00 per share (which has been redesignated Series A TCI Group
Common Stock), which as a result of the Distribution, constitute obligations to
issue, among other securities, Series A Liberty Media Group Common Stock or
Convertible Securities which are convertible into or exercisable or exchangeable
for Series A Liberty Media Group Common Stock; provided, however, that Committed
Acquisition Shares will not include any shares of Liberty Media Group Common
Stock issuable upon conversion, exercise or exchange of Pre-Distribution
Convertible Securities. The type and amount of Committed Acquisition Shares
issuable will be appropriately adjusted to reflect subdivisions and combinations
of the Series A Liberty Media Group Common Stock and dividends or distributions
of shares of Series A Liberty Media Group Common Stock or Series B Liberty Media
Group Common Stock to holders of Series A Liberty Media Group Common Stock and
other reclassifications of the Series A Liberty Media Group Common Stock, in
each case occurring (or the record date for which occurs) after the
Distribution.
"Convertible Securities" means any securities of the Company (other
than any series of Common Stock) that are convertible into, exchangeable for or
evidence the right to purchase any shares of any series of Common Stock, whether
upon conversion, exercise, exchange, pursuant to antidilution provisions of such
securities or otherwise.
The "Distribution" means the distribution paid by the Company on
August 10, 1995 of one-fourth of one share of Series A Liberty Media Group
Common Stock on each outstanding share of Series A TCI Group Common Stock and
one-fourth of one share of Series B Liberty Media Group Common Stock on each
outstanding share of Series B TCI Group Common Stock to holders of record on
August 4, 1995.
The "Inter-Group Interest" means any equity value of the Company
attributable to the Liberty Media Group that is not represented by outstanding
shares of Liberty Media Group Common Stock. The Inter-Group Interest is
represented by the Number of Shares Issuable with Respect to the Inter-Group
Interest.
The "Inter-Group Interest Fraction" means a fraction the numerator of
which is the Number of Shares Issuable with Respect to the Inter-Group Interest
and the denominator of which is the sum of such Number of Shares Issuable with
Respect to the Inter-Group Interest and the aggregate number of shares of
Liberty Media Group Common Stock outstanding.
-3-
<PAGE>
The "Liberty Media Group" means as of any date of determination
thereof:
(i) the interest of the Company or any of its subsidiaries in
Liberty Media Corporation or any of its subsidiaries (including any
successor thereto by merger, consolidation or sale of all or substantially
all of its assets, whether or not in connection with a Related Business
Transaction (as defined below under "-Conversion and Redemption-Mandatory
Dividend, Redemption or Conversion of Liberty Media Group Common Stock"))
and their respective properties and assets;
(ii) all assets and liabilities of the Company or any of its
subsidiaries to the extent attributed to any of the properties or assets
referred to in clause (i) of this sentence, whether or not such assets or
liabilities are assets and liabilities of Liberty Media Corporation or any
of its subsidiaries (or a successor as described in clause (i) of this
sentence);
(iii) all assets and properties contributed or otherwise transferred
to the Liberty Media Group from the TCI Group; and
(iv) the interest of the Company or any of its subsidiaries in the
businesses, assets and liabilities acquired by the Company or any of its
subsidiaries for the Liberty Media Group, as determined by the Board of
Directors of the Company (the "Board of Directors");
provided that (a) from and after any dividend or other distribution with respect
to any shares of Liberty Media Group Common Stock (other than a dividend or
other distribution payable in shares of Liberty Media Group Common Stock, with
respect to which adjustment will be made as described in clause (i) of the
definition of "Number of Shares Issuable with Respect to the Inter-Group
Interest," or in other securities of the Company attributed to the Liberty Media
Group for which provision will be made as described in the penultimate sentence
of this definition), the Liberty Media Group will no longer include an amount of
assets or properties equal to the aggregate amount of such kind of assets or
properties so paid in respect of shares of Liberty Media Group Common Stock
multiplied by a fraction the numerator of which is equal to the Inter-Group
Interest Fraction in effect immediately prior to the record date for such
dividend or other distribution and the denominator of which is equal to the
Outstanding Interest Fraction in effect immediately prior to the record date for
such dividend or other distribution and (b) from and after any transfer of
assets or properties from the Liberty Media Group to the TCI Group, the Liberty
Media Group will no longer include the assets or properties so transferred. If
the Company pays a dividend or makes any other distribution with respect to
shares of Liberty Media Group Common Stock payable in securities of the Company
attributed to the Liberty Media Group other than Liberty Media Group Common
Stock, the TCI Group will be deemed to hold an amount of such other securities
equal to the amount so distributed multiplied by the fraction specified in
clause (a) of this definition (determined as of a time immediately prior to the
record date for such dividend or other distribution), and to the extent interest
or dividends are paid or other distributions are made on such other securities
so distributed to the holders of Liberty
-4-
<PAGE>
Media Group Common Stock, the Liberty Media Group will no longer include a
corresponding ratable amount of the kind of assets paid as such interest or
dividends or other distributions in respect of such securities so deemed to be
held by the TCI Group. The Company may also, to the extent any such other
securities constitute Convertible Securities which are at the time convertible,
exercisable or exchangeable, cause such Convertible Securities deemed to be held
by the TCI Group to be deemed to be converted, exercised or exchanged (and to
the extent the terms of such Convertible Securities require payment or delivery
of consideration in order to effect such conversion, exercise or exchange, the
Liberty Media Group will in such case include an amount of the kind of
properties or assets required to be paid or delivered as such consideration for
the amount of the Convertible Securities deemed converted, exercised or
exchanged as if such Convertible Securities were outstanding), in which case
such Convertible Securities will no longer be deemed to be held by the TCI Group
or attributed to the Liberty Media Group.
"Market Value" of any class or series of capital stock of the Company
on any day means the average of the high and low reported sales prices regular
way of a share of such class or series on such day (if such day is a trading
day, and if such day is not a trading day, on the trading day immediately
preceding such day) or in case no such reported sale takes place on such trading
day the average of the reported closing bid and asked prices regular way of a
share of such class or series on such trading day, in either case on the Nasdaq
National Market, or if the shares of such class or series are not quoted on such
Nasdaq National Market on such trading day, the average of the closing bid and
asked prices of a share of such class or series in the over-the-counter market
on such trading day as furnished by any New York Stock Exchange member firm
selected from time to time by the Company, or if such closing bid and asked
prices are not made available by any such New York Stock Exchange member firm on
such trading day, the market value of a share of such class or series as
determined by the Board of Directors; provided that for purposes of determining
the ratios described under "-Conversion and Redemption-Conversion at the Option
of the Company" and "-Mandatory Dividend, Redemption or Conversion of Liberty
Media Group Common Stock" and "-Liquidation," (i) the "Market Value" of any
share of any series of Common Stock on any day prior to the "ex" date or any
similar date for any dividend or distribution paid or to be paid with respect to
such series of Common Stock will be reduced by the fair market value of the per
share amount of such dividend or distribution as determined by the Board of
Directors and (ii) the "Market Value" of any share of any series of Common Stock
on any day prior to (a) the effective date of any subdivision (by stock split or
otherwise) or combination (by reverse stock split or otherwise) of outstanding
shares of such series of Common Stock or (b) the "ex" date or any similar date
for any dividend or distribution with respect to any such series of Common Stock
in shares of such series of Common Stock will be appropriately adjusted to
reflect such subdivision, combination, dividend or distribution.
The "Number of Shares Issuable with Respect to the Inter-Group
Interest" is currently zero and will from time to time be
(i) adjusted as appropriate to reflect subdivisions (by stock split or
otherwise) and combinations (by reverse stock split or otherwise) of the
Series A Liberty Media
-5-
<PAGE>
Group Common Stock and dividends or distributions of shares of Series A
Liberty Media Group Common Stock or Series B Liberty Media Group Common
Stock to holders of Series A Liberty Media Group Common Stock and other
reclassifications of Series A Liberty Media Group Common Stock,
(ii) decreased (but not to less than zero) by (a) the aggregate number
of shares of Series A Liberty Media Group Common Stock issued or sold by
the Company after the Distribution other than Committed Acquisition Shares,
the proceeds of which are attributed to the TCI Group, (b) the aggregate
number of shares of Series A Liberty Media Group Common Stock issued or
delivered upon conversion, exercise or exchange of Convertible Securities
(other than Pre-Distribution Convertible Securities and Convertible
Securities which are convertible into or exercisable or exchangeable for
Committed Acquisition Shares), the proceeds of which are attributed to the
TCI Group, (c) the aggregate number of shares of Series A Liberty Media
Group Common Stock issued or delivered by the Company as a dividend or
distribution to holders of Series A TCI Group Common Stock and Series B TCI
Group Common Stock, (d) the aggregate number of shares of Series A Liberty
Media Group Common Stock issued or delivered upon the conversion, exercise
or exchange of any Convertible Securities (other than Pre-Distribution
Convertible Securities and Convertible Securities which are convertible
into or exercisable or exchangeable for Committed Acquisition Shares)
issued or delivered by the Company after the Distribution as a dividend or
distribution or by reclassification or exchange to holders of Series A TCI
Group Common Stock and Series B TCI Group Common Stock and (e) the
aggregate number of shares of Series A Liberty Media Group Common Stock
(rounded, if necessary, to the nearest whole number), equal to the
aggregate fair value (as determined by the Board of Directors) of assets or
properties attributed to the Liberty Media Group that are transferred from
the Liberty Media Group to the TCI Group in consideration of a reduction in
the Number of Shares Issuable with Respect to the Inter-Group Interest,
divided by the Market Value of one share of Series A Liberty Media Group
Common Stock as of the date of such transfer, and
(iii) increased by (a) the aggregate number of any shares of Series A
Liberty Media Group Common Stock and Series B Liberty Media Group Common
Stock which are retired or otherwise cease to be outstanding following
their purchase with funds attributed to the TCI Group, (b) a number
(rounded, if necessary, to the nearest whole number), equal to the fair
value (as determined by the Board of Directors) of assets or properties,
theretofore attributed to the TCI Group that are contributed to the Liberty
Media Group in consideration of an increase in the Number of Shares
Issuable with Respect to the Inter-Group Interest, divided by the Market
Value of one share of Series A Liberty Media Group Common Stock as of the
date of such contribution and (c) the aggregate number of shares of Series
A Liberty Media Group Common Stock and Series B Liberty Media Group Common
Stock into or for which Convertible Securities are deemed to be converted,
exercised or exchanged pursuant to the last sentence of the definition of
"TCI Group."
-6-
<PAGE>
The Company will not issue or sell shares of Series B Liberty Media Group Common
Stock in respect of a reduction in the Number of Shares Issuable with Respect to
the Inter-Group Interest. Whenever a change in the Number of Shares Issuable
with Respect to the Inter-Group Interest occurs, the Company will prepare and
file a statement of such change with the Secretary of the Company.
The "Outstanding Interest Fraction" means a fraction the numerator of
which is the aggregate number of shares of Liberty Media Group Common Stock
outstanding and the denominator of which is the sum of such aggregate number of
shares of Liberty Media Group Common Stock outstanding and the Number of Shares
Issuable with Respect to the Inter-Group Interest.
"Pre-Distribution Convertible Securities" means Convertible Securities
that were outstanding on the record date for the Distribution and were, prior to
such date, convertible into or exercisable or exchangeable for shares of the
Company's Class A Common Stock, par value $1.00 per share (which has been
redesignated Series A TCI Group Common Stock).
The "TCI Group" means as of any date of determination thereof:
(i) the interest of the Company or any of its subsidiaries in all
of the businesses in which the Company or any of its subsidiaries (or any
of their predecessors or successors) is or has been engaged, directly or
indirectly, and the respective assets and liabilities of the Company or any
of its subsidiaries, other than any businesses, assets or liabilities of
the Liberty Media Group;
(ii) a proportionate interest in the businesses, assets and
liabilities of the Liberty Media Group equal to the Inter-Group Interest
Fraction as of such date;
(iii) from and after any dividend or other distribution with respect
to shares of Liberty Media Group Common Stock (other than a dividend or
other distribution payable in shares of Liberty Media Group Common Stock,
with respect to which adjustment will be made as described in clause (i) of
the definition of "Number of Shares Issuable with Respect to the Inter-
Group Interest," or in other securities of the Company attributed to the
Liberty Media Group, for which provision will be made as described in the
penultimate sentence of this definition), an amount of assets or properties
theretofore included in the Liberty Media Group equal to the aggregate
amount of such kind of assets or properties so paid in respect of such
dividend or other distribution with respect to shares of Liberty Media
Group Common Stock multiplied by a fraction the numerator of which is equal
to the Inter-Group Interest Fraction in effect immediately prior to the
record date for such dividend or other distribution and the denominator of
which is equal to the Outstanding Interest Fraction in effect immediately
prior to the record date for such dividend or other distribution; and
-7-
<PAGE>
(iv) any assets or properties transferred from the Liberty Media Group
to the TCI Group;
provided that, from and after any contribution or transfer of any assets or
properties from the TCI Group to the Liberty Media Group, the TCI Group will no
longer include such assets or properties so contributed or transferred (other
than pursuant to its interest in the businesses, assets and liabilities of the
Liberty Media Group described in clause (ii) above). If the Company pays a
dividend or makes any other distribution with respect to shares of Liberty Media
Group Common Stock payable in other securities of the Company attributed to the
Liberty Media Group, the TCI Group will be deemed to hold an amount of such
other securities equal to the amount so distributed multiplied by the fraction
specified in clause (iii) of this definition (determined as of a time
immediately prior to the record date for such dividend or other distribution),
and to the extent interest or dividends are paid or other distributions are made
on such other securities so distributed to holders of Liberty Media Group Common
Stock, the TCI Group will include a corresponding ratable amount of the kind of
assets paid as such interest or dividends or other distributions in respect of
such securities so deemed to be held by the TCI Group. The Company may also, to
the extent any such other securities constitute Convertible Securities which are
at the time convertible, exercisable or exchangeable, cause such Convertible
Securities deemed to be held by the TCI Group to be deemed to be converted,
exercised or exchanged (and to the extent the terms of such Convertible
Securities require payment or delivery of consideration in order to effect such
conversion, exercise or exchange, the TCI Group will in such case no longer
include an amount of the kind of properties or assets required to be paid or
delivered as such consideration for the amount of the Convertible Securities
deemed converted, exercised or exchanged as if such Convertible Securities were
outstanding), in which case such Convertible Securities will no longer be deemed
to be held by the TCI Group or attributed to the Liberty Media Group.
VOTING RIGHTS
Holders of Series A TCI Group Common Stock are entitled to one vote
for each share of such stock held, holders of Series B TCI Group Common Stock
are entitled to ten votes for each share of such stock held, holders of Series A
Liberty Media Group Common Stock are entitled to one vote for each share of such
stock held and holders of Series B Liberty Media Group Common Stock are entitled
to ten votes for each share of such stock held, on all matters presented to such
stockholders. Except as may otherwise be required by the laws of the State of
Delaware or, with respect to any class of Preferred Stock or any series of such
a class, in the Charter (including any resolution or resolutions providing for
the establishment of such class or series pursuant to authority vested in the
Board of Directors by the Charter), the holders of TCI Group Common Stock and
the holders of Liberty Media Group Common Stock and the holders of each class or
series of Preferred Stock, if any, entitled to vote thereon will vote as one
class for all purposes.
Neither the holders of Series A TCI Group Common Stock or Series B TCI
Group Common Stock, nor the holders of Series A Liberty Media Group Common Stock
or Series B
-8-
<PAGE>
Liberty Media Group Common Stock, have any rights to vote as a separate class or
series on any matter coming before the stockholders of the Company, except with
respect to certain limited class and series voting rights provided under the
Delaware General Corporation Law (the "DGCL"). Under the DGCL, the approval of
the holders of a majority of the outstanding shares of any class of capital
stock of a corporation, voting separately as a class, is required to approve any
amendment to the charter that would alter or change the powers, preferences or
special rights of the shares of such class so as to affect them adversely,
provided that, if any amendment would alter or change the powers, preferences or
special rights of one or more series of the class so as to affect them
adversely, but would not so affect the entire class, then only the shares of the
series so affected by the amendment would be entitled to vote thereon separately
as a class.
DIVIDENDS
Dividends on TCI Group Common Stock and Liberty Media Group Common
Stock are limited to legally available funds of the Company under the DGCL and
subject to the prior payment of dividends on outstanding shares of Preferred
Stock. The DGCL limits the amount of distributions on each series of Common
Stock to the funds of the Company legally available for that purpose, which are
determined on the basis of the entire corporation and not just the Liberty Media
Group or the TCI Group. Consequently, the amount of legally available funds
will be reduced by the amount of any net losses of the Liberty Media Group or
the TCI Group and any dividends or distributions on, or repurchases of, the TCI
Group Common Stock or the Liberty Media Group Common Stock and dividends on, or
certain repurchases of, Preferred Stock. Certain loan agreements to which
certain subsidiaries of the Company are parties or are subject contain
restricted payment provisions that limit the amount of dividends, other than
stock dividends, that those companies may pay. Future loan agreements may also
contain similar restrictions and limits.
Dividends on the TCI Group Common Stock, in addition to the
limitations set forth above, are further limited to an amount not in excess of
the TCI Group Available Dividend Amount, which is intended to be similar to the
amount that would be legally available for the payment of dividends on the TCI
Group Common Stock under the DGCL if the TCI Group were a separate Delaware
corporation. There can be no assurance that there will be a TCI Group Available
Dividend Amount.
The TCI Group Available Dividend Amount, as of any date, means either
(i) the excess of (a) an amount equal to the total assets of the TCI Group less
the total liabilities (not including preferred stock) of the TCI Group as of
such date over (b) the aggregate par value of, or any greater amount determined
to be capital in respect of, all outstanding shares of TCI Group Common Stock
and each class or series of Preferred Stock attributed to the TCI Group or (ii)
in case there is no such excess, an amount equal to the Company Earnings (Loss)
Attributable to the TCI Group (if positive) for the fiscal year in which such
date occurs and/or the preceding fiscal year. "Company Earnings (Loss)
Attributable to the TCI Group," for any period, means the net earnings or loss
of the TCI Group for such period determined on a basis consistent with the
determination of the net earnings or loss of the TCI Group for such period as
presented in
-9-
<PAGE>
the combined financial statements of the TCI Group for such period, including
income and expenses of the Company attributed to the operations of the TCI Group
on a substantially consistent basis, including, without limitation, corporate
administrative costs, net interest and income taxes.
Dividends on the Liberty Media Group Common Stock, in addition to the
limitations set forth in the first paragraph under this caption, are further
limited to an amount not in excess of the Liberty Media Group Available Dividend
Amount, which is intended to be similar to the amount that would be legally
available for the payment of dividends on the Liberty Media Group Common Stock
under the DGCL if the Liberty Media Group were a separate Delaware corporation.
There can be no assurance that there will be a Liberty Media Group Available
Dividend Amount.
The Liberty Media Group Available Dividend Amount, as of any date,
means the product of the Outstanding Interest Fraction and either (i) the excess
of (a) an amount equal to the total assets of the Liberty Media Group less the
total liabilities (not including preferred stock) of the Liberty Media Group as
of such date over (b) the aggregate par value of, or any greater amount
determined to be capital in respect of, all outstanding shares of Liberty Media
Group Common Stock and each class or series of Preferred Stock attributed to the
Liberty Media Group or (ii) in case there is no such excess, an amount equal to
Company Earnings (Loss) Attributable to the Liberty Media Group (if positive)
for the fiscal year in which such date occurs and/or the preceding fiscal year.
The "Company Earnings (Loss) Attributable to the Liberty Media Group," for any
period, means the net earnings or loss of the Liberty Media Group for such
period determined on a basis consistent with the determination of the net
earnings or loss of the Liberty Media Group for such period as presented in the
combined financial statements of the Liberty Media Group for such period,
including income and expenses of the Company attributed to the operations of the
Liberty Media Group on a substantially consistent basis, including, without
limitation, corporate administrative costs, net interest and income taxes.
Except for dividends declared or paid as described below under "-Share
Distributions" and "-Conversion and Redemption-Mandatory Dividend, Redemption or
Conversion of Liberty Media Group Common Stock," any dividends paid on the
Series A TCI Group Common Stock or the Series B TCI Group Common Stock will be
paid only on both series, in equal amounts per share, and any dividends paid on
the Series A Liberty Media Group Common Stock or the Series B Liberty Media
Group Common Stock will be paid only on both series, in equal amounts per share.
The Board of Directors, subject to the provisions described herein
under "-Dividends" and below under "-Share Distributions," has the authority and
discretion to declare and pay dividends on the TCI Group Common Stock or the
Liberty Media Group Common Stock in equal or unequal amounts, notwithstanding
the relationship between the TCI Group Available Dividend Amount and the Liberty
Media Group Available Dividend Amount, the respective amounts of prior dividends
declared on, or liquidation rights of, the TCI Group Common Stock or the Liberty
Media Group Common Stock or any other factor.
-10-
<PAGE>
At the time of any dividend or other distribution on the outstanding
shares of Liberty Media Group Common Stock (including any dividend of Net
Proceeds from the Disposition of all or substantially all of the properties and
assets of the Liberty Media Group as described below under "-Conversion and
Redemption-Mandatory Dividend, Redemption or Conversion of Liberty Media Group
Common Stock"), the TCI Group will (if at such time there is an Inter-Group
Interest) be credited, and the Liberty Media Group will be charged (in addition
to the charge for the dividend or other distribution paid or distributed in
respect of outstanding shares of Liberty Media Group Common Stock), with an
amount equal to the product of (i) the aggregate amount of such dividend or
distribution paid or distributed in respect of outstanding shares of Liberty
Media Group Common Stock times (ii) a fraction the numerator of which is the
Inter-Group Interest Fraction and the denominator of which is the Outstanding
Interest Fraction.
SHARE DISTRIBUTIONS
Distributions on TCI Group Common Stock. If at any time a
distribution paid in TCI Group Common Stock, Liberty Media Group Common Stock,
any other securities of the Company or any other person (a "share distribution")
is to be made with respect to the TCI Group Common Stock, such share
distribution will be declared and paid only as follows:
(i) a share distribution consisting of shares of Series A TCI Group
Common Stock (or Convertible Securities convertible into or
exercisable or exchangeable for shares of Series A TCI Group
Common Stock) to holders of Series A TCI Group Common Stock and
Series B TCI Group Common Stock, on an equal per share basis; or
consisting of shares of Series B TCI Group Common Stock (or
Convertible Securities convertible into or exercisable or
exchangeable for shares of Series B TCI Group Common Stock) to
holders of Series A TCI Group Common Stock and Series B TCI Group
Common Stock, on an equal per share basis; or consisting of
shares of Series A TCI Group Common Stock (or Convertible
Securities convertible into or exercisable or exchangeable for
shares of Series A TCI Group Common Stock) to holders of Series A
TCI Group Common Stock and, on an equal per share basis, shares
of Series B TCI Group Common Stock (or like Convertible
Securities convertible into or exercisable or exchangeable for
shares of Series B TCI Group Common Stock) to holders of Series B
TCI Group Common Stock;
(ii) a share distribution consisting of shares of Series A Liberty
Media Group Common Stock (or Convertible Securities convertible
into or exercisable or exchangeable for shares of Series A
Liberty Media Group Common Stock) to holders of Series A TCI
Group Common Stock and Series B TCI Group Common Stock, on an
equal per share basis; provided that the sum of (A) the aggregate
number of shares of Series A Liberty Media Group Common Stock to
be so issued (or the number of such shares which would be
issuable upon conversion, exercise or exchange of any Convertible
-11-
<PAGE>
Securities to be so issued) and (B) the number of shares of such
series that are subject to issuance upon conversion, exercise or
exchange of any Convertible Securities then outstanding that are
attributed to the TCI Group (other than Pre-Distribution
Convertible Securities and other than Convertible Securities
convertible into or exercisable or exchangeable for Committed
Acquisition Shares) is less than or equal to the Number of Shares
Issuable with Respect to the Inter-Group Interest; and
(iii) a share distribution consisting of any class or series of
securities of the Company or any other person other than TCI
Group Common Stock or Liberty Media Group Common Stock (or
Convertible Securities convertible into or exercisable or
exchangeable for shares of TCI Group Common Stock or Liberty
Media Group Common Stock), either on the basis of a distribution
of identical securities, on an equal per share basis, to holders
of Series A TCI Group Common Stock and Series B TCI Group Common
Stock or on the basis of a distribution of one class or series of
securities to holders of Series A TCI Group Common Stock and
another class or series of securities to holders of Series B TCI
Group Common Stock, provided that the securities so distributed
(and, if the distribution consists of Convertible Securities, the
securities into which such Convertible Securities are convertible
or for which they are exercisable or exchangeable) do not differ
in any respect other than their relative voting rights and
related differences in designation, conversion, redemption and
share distribution provisions, with holders of shares of Series B
TCI Group Common Stock receiving the class or series having the
higher relative voting rights (without regard to whether such
rights differ to a greater or lesser extent than the
corresponding differences in voting rights, designation,
conversion, redemption and share distribution provisions between
the Series A TCI Group Common Stock and the Series B TCI Group
Common Stock), provided that if the securities so distributed
constitute capital stock of a subsidiary of the Company, such
rights will not differ to a greater extent than the corresponding
differences in voting rights, designation, conversion, redemption
and share distribution provisions between the Series A TCI Group
Common Stock and the Series B TCI Group Common Stock, and
provided in each case that such distribution is otherwise made on
an equal per share basis.
The Company will not reclassify, subdivide or combine the Series A TCI
Group Common Stock without reclassifying, subdividing or combining the Series B
TCI Group Common Stock, on an equal per share basis, and the Company will not
reclassify, subdivide or combine the Series B TCI Group Common Stock without
reclassifying, subdividing or combining the Series A TCI Group Common Stock, on
an equal per share basis.
-12-
<PAGE>
Distributions on Liberty Media Group Common Stock. If at any time a
share distribution is to be made with respect to the Liberty Media Group Common
Stock, such share distribution will be declared and paid only as follows (or as
described under "-Conversion and Redemption" with respect to the redemptions and
other distributions referred to therein):
(i) a share distribution consisting of shares of Series A Liberty
Media Group Common Stock (or Convertible Securities convertible
into or exercisable or exchangeable for shares of Series A
Liberty Media Group Common Stock) to holders of Series A Liberty
Media Group Common Stock and Series B Liberty Media Group Common
Stock, on an equal per share basis; or consisting of shares of
Series B Liberty Media Group Common Stock (or Convertible
Securities convertible into or exercisable or exchangeable for
shares of Series B Liberty Media Group Common Stock) to holders
of Series A Liberty Media Group Common Stock and Series B Liberty
Media Group Common Stock, on an equal per share basis; or
consisting of shares of Series A Liberty Media Group Common Stock
(or Convertible Securities convertible into or exercisable or
exchangeable for shares of Series A Liberty Media Group Common
Stock) to holders of Series A Liberty Media Group Common Stock
and, on an equal per share basis, shares of Series B Liberty
Media Group Common Stock (or like Convertible Securities
convertible into or exercisable or exchangeable for shares of
Series B Liberty Media Group Common Stock) to holders of Series B
Liberty Media Group Common Stock; and
(ii) a share distribution consisting of any class or series of
securities of the Company or any other person other than as
described in the foregoing clause (i) and other than TCI Group
Common Stock (or Convertible Securities convertible into or
exercisable or exchangeable for shares of Series A TCI Group
Common Stock or Series B TCI Group Common Stock), either on the
basis of a distribution of identical securities, on an equal per
share basis, to holders of Series A Liberty Media Group Common
Stock and Series B Liberty Media Group Common Stock or on the
basis of a distribution of one class or series of securities to
holders of Series A Liberty Media Group Common Stock and another
class or series of securities to holders of Series B Liberty
Media Group Common Stock, provided that the securities so
distributed (and, if the distribution consists of Convertible
Securities, the securities into which such Convertible Securities
are convertible or for which they are exercisable or
exchangeable) do not differ in any respect other than their
relative voting rights and related differences in designation,
conversion, redemption and share distribution provisions, with
holders of shares of Series B Liberty Media Group Common Stock
receiving the class or series having the higher relative voting
rights (without regard to whether such rights differ to a greater
or lesser extent than the corresponding differences in voting
-13-
<PAGE>
rights, designation, conversion, redemption and share
distribution provisions between the Series A Liberty Media Group
Common Stock and the Series B Liberty Media Group Common Stock),
provided that if the securities so distributed constitute capital
stock of a subsidiary of the Company, such rights will not differ
to a greater extent than the corresponding differences in voting
rights, designation, conversion, redemption and share
distribution provisions between the Series A Liberty Media Group
Common Stock and the Series B Liberty Media Group Common Stock,
and provided in each case that such distribution is otherwise
made on an equal per share basis.
The Company will not reclassify, subdivide or combine the Series A
Liberty Media Group Common Stock without reclassifying, subdividing or combining
the Series B Liberty Media Group Common Stock, on an equal per share basis, and
the Company will not reclassify, subdivide or combine the Series B Liberty Media
Group Common Stock without reclassifying, subdividing or combining the Series A
Liberty Media Group Common Stock, on an equal per share basis.
CONVERSION AND REDEMPTION
Conversion at the Option of the Holder. Each share of Series B TCI
Group Common Stock is convertible, at the option of the holder thereof, into
one share of Series A TCI Group Common Stock. Each share of Series B Liberty
Media Group Common Stock is convertible, at the option of the holder thereof,
into one share of Series A Liberty Media Group Common Stock. Shares of Series A
TCI Group Common Stock are not convertible into shares of Series B TCI Group
Common Stock, and shares of Series A Liberty Media Group Common Stock are not
convertible into shares of Series B Liberty Media Group Common Stock.
Conversion at the Option of the Company. The Board of Directors may
at any time declare that (i) all of the outstanding shares of Series A Liberty
Media Group Common Stock will be converted into a number (or fraction) of fully
paid and nonassessable shares of Series A TCI Group Common Stock equal to the
Optional Conversion Ratio, and (ii) all of the outstanding shares of Series B
Liberty Media Group Common Stock will be converted into a number (or fraction)
of fully paid and nonassessable shares of Series B TCI Group Common Stock equal
to the Optional Conversion Ratio.
For these purposes, the "Optional Conversion Ratio" means the quotient
(calculated to the nearest five decimal places) obtained by dividing (x) the
Liberty Media Group Common Stock Per Share Value by (y) the average Market Value
of one share of Series A TCI Group Common Stock over the 20-trading day period
ending on the trading day preceding the Appraisal Date.
The "Liberty Media Group Private Market Value" means an amount equal
to the private market value of the Liberty Media Group as of the last day of the
calendar month
-14-
<PAGE>
preceding the month in which the last of the two appraisers referred to in the
immediately following sentence are selected (the last day of such calendar month
is hereinafter referred to as the "Appraisal Date"). In the event that the
Company determines to establish the Liberty Media Group Private Market Value,
two investment banking firms of recognized national standing will be designated
to determine the private market value of the Liberty Media Group, one designated
by the Company (the "First Appraiser") and one designated by a committee of the
Board of Directors all of whose members are independent directors as determined
under Nasdaq National Market rules (the "Second Appraiser"). The date upon
which the last of such appraisers is selected is hereinafter referred to as the
"Selection Date." Not later than 20 days after the Selection Date, the First
Appraiser and the Second Appraiser will each determine its initial view as to
the private market value of the Liberty Media Group as of the Appraisal Date and
will consult with one another with respect thereto. Not later than the 30th day
after the Selection Date, the First Appraiser and the Second Appraiser will each
have determined its final view as to such private market value. If the higher
of the respective final views of the First Appraiser and the Second Appraiser as
to such private market value (the "Higher Appraised Amount") is not more than
120% of the lower of such respective final views (the "Lower Appraised Amount"),
the Liberty Media Group Private Market Value (subject to any adjustment
described in the second succeeding paragraph) will be the average of those two
amounts. If the Higher Appraised Amount is more than 120% of the Lower
Appraised Amount, the First Appraiser and the Second Appraiser will agree upon
and jointly designate a third investment banking firm of recognized national
standing (the "Mutually Designated Appraiser") to determine such private market
value. The Mutually Designated Appraiser will not be provided with any of the
work of the First Appraiser and the Second Appraiser. The Mutually Designated
Appraiser will, no later than the 20th day after the date the Mutually
Designated Appraiser is designated, determine such private market value (the
"Mutually Appraised Amount"), and the Liberty Media Group Private Market Value
(subject to any adjustment described in the second succeeding paragraph) will be
(i) if the Mutually Appraised Amount is between the Lower Appraised Amount and
the Higher Appraised Amount, (a) the average of (1) the Mutually Appraised
Amount and (2) the Lower Appraised Amount or the Higher Appraised Amount,
whichever is closer to the Mutually Appraised Amount, or (b) the Mutually
Appraised Amount, if neither the Lower Appraised Amount nor the Higher Appraised
Amount is closer to the Mutually Appraised Amount, or (ii) if the Mutually
Appraised Amount is greater than the Higher Appraised Amount or less than the
Lower Appraised Amount, the average of the Higher Appraised Amount and the Lower
Appraised Amount. For these purposes, if any such investment banking firm
expresses its final view of the private market value of the Liberty Media Group
as a range of values, such investment banking firm's final view of such private
market value will be deemed to be the midpoint of such range of values.
Each of the investment banking firms referred to in the preceding
paragraph will be instructed to determine the private market value of the
Liberty Media Group as of the Appraisal Date based upon the amount a willing
purchaser would pay to a willing seller, in an arm's-length transaction, if it
were acquiring the Liberty Media Group, as if the Liberty Media Group were a
publicly traded non-controlled corporation and the purchaser was acquiring all
of the capital stock of such corporation and without consideration of any
potential regulatory
-15-
<PAGE>
constraints limiting the potential purchasers of the Liberty Media Group other
than that which would have existed if the Liberty Media Group were a publicly
traded non-controlled entity.
Following the determination of the Liberty Media Group Private Market
Value, the investment banking firms whose final views of the private market
value of the Liberty Media Group were used in the calculation of the Liberty
Media Group Private Market Value will determine the Adjusted Outstanding Shares
of Liberty Media Group Common Stock together with any further appropriate
adjustments to the Liberty Media Group Private Market Value resulting from such
determination. The "Adjusted Outstanding Shares of Liberty Media Group Common
Stock" means a number, as determined by such investment banking firms as of the
Appraisal Date, equal to the sum of the number of shares of Liberty Media Group
Common Stock outstanding, the Number of Shares Issuable with Respect to the
Inter-Group Interest, the number of Committed Acquisition Shares issuable, the
number of shares of Liberty Media Group Common Stock issuable upon the
conversion, exercise or exchange of all Pre-Distribution Convertible Securities
and the number of shares of Liberty Media Group Common Stock issuable upon the
conversion, exercise or exchange of those Convertible Securities (other than
Pre-Distribution Convertible Securities and other than Convertible Securities
which are convertible into or exercisable or exchangeable for Committed
Acquisition Shares) the holders of which would derive an economic benefit from
conversion, exercise or exchange of such Convertible Securities which exceeds
the economic benefit of not converting, exercising or exchanging such
Convertible Securities. The "Liberty Media Group Common Stock Per Share Value"
means the quotient obtained by dividing the Liberty Media Group Private Market
Value by the Adjusted Outstanding Shares of Liberty Media Group Common Stock,
provided that if such investment banking firms do not agree on the
determinations provided for in this paragraph, the Liberty Media Group Common
Stock Per Share Value will be the average of the quotients so obtained on the
basis of the respective determinations of such firms.
If the Company determines to convert shares of Series A Liberty Media
Group Common Stock into Series A TCI Group Common Stock and shares of Series B
Liberty Media Group Common Stock into Series B TCI Group Common Stock at the
Optional Conversion Ratio, such conversion will occur on a conversion date on or
prior to the 120th day following the Appraisal Date. If the Company determines
not to undertake such conversion, the Company may at any time thereafter
undertake to reestablish the Liberty Media Group Common Stock Per Share Value as
of a subsequent date.
Mandatory Dividend, Redemption or Conversion of Liberty Media Group
Common Stock. Upon the sale, transfer, assignment or other disposition, whether
by merger, consolidation, sale or contribution of assets or stock or otherwise
(a "Disposition"), in one transaction or a series of related transactions by the
Company and its subsidiaries of all or substantially all of the properties and
assets of the Liberty Media Group to one or more persons, entities or groups
(other than (a) in connection with the Disposition by the Company of all of the
Company's properties and assets in one transaction or a series of related
transactions in connection with the liquidation, dissolution or winding up of
the Company, (b) a dividend, other distribution or redemption in accordance with
any provision described under "-Dividends," "-Share Distributions,"
-16-
<PAGE>
"-Redemption in Exchange for Stock of Subsidiary" or "-Liquidation Rights," (c)
to any person, entity or group which the Company, directly or indirectly, after
giving effect to the Disposition, controls or (d) in connection with a Related
Business Transaction), the Company is required, on or prior to the 85th trading
day following the consummation of such Disposition, to either:
(i) subject to the limitations described above under "- Dividends,"
declare and pay a dividend in cash and/or securities or other
property (other than a dividend or distribution of Common Stock)
to the holders of the outstanding shares of Liberty Media Group
Common Stock equally on a share for share basis (subject to the
provisions described in the last sentence of the paragraph herein
which defines the term "Net Proceeds"), in an aggregate amount
equal to the product of the Outstanding Interest Fraction as of
the record date for determining the holders entitled to receive
such dividend and the Net Proceeds of such Disposition;
(ii) provided that there are assets of the Company legally available
therefor and the Liberty Media Group Available Dividend Amount
would have been sufficient to pay a dividend in lieu thereof as
described in clause (i) of this paragraph, then:
(A) if such Disposition involves all (not merely
substantially all) of the properties and assets of the Liberty
Media Group, redeem all outstanding shares of Series A Liberty
Media Group Common Stock and Series B Liberty Media Group Common
Stock in exchange for cash and/or securities or other property
(other than Common Stock) in an aggregate amount equal to the
product of the Adjusted Outstanding Interest Fraction as of the
date of such redemption and the Net Proceeds of such Disposition,
such aggregate amount to be allocated (subject to the provisions
described in the last sentence of the paragraph herein which
defines the term "Net Proceeds") to shares of Series A Liberty
Media Group Common Stock and Series B Liberty Media Group Common
Stock in the ratio of the number of shares of each such series
outstanding (so that the amount of consideration paid for the
redemption of each share of Series A Liberty Media Group Common
Stock and each share of Series B Liberty Media Group Common Stock
is the same); or
(B) if such Disposition involves substantially all (but not
all) of the properties and assets of the Liberty Media Group,
apply an aggregate amount of cash and/or securities or other
property (other than Common Stock) equal to the product of the
Outstanding Interest Fraction as of the date shares are selected
for redemption and the Net Proceeds of such Disposition to the
redemption of outstanding shares of Series A Liberty Media Group
Common Stock and Series B Liberty Media Group Common Stock, such
aggregate amount to be allocated (subject to the provisions
-17-
<PAGE>
described in the last sentence of the paragraph herein which
defines the term "Net Proceeds") to shares of Series A Liberty
Media Group Common Stock and Series B Liberty Media Group Common
Stock in the ratio of the number of shares of each such series
outstanding, and the number of shares of each such series to be
redeemed to equal the lesser of (x) the whole number nearest the
number determined by dividing the aggregate amount so allocated
to the redemption of such series by the average Market Value of
one share of Series A Liberty Media Group Common Stock during the
ten-trading day period beginning on the 16th trading day
following the consummation of such Disposition and (y) the number
of shares of such series outstanding (so that the amount of
consideration paid for the redemption of each share of Series A
Liberty Media Group Common Stock and each share of Series B
Liberty Media Group Common Stock is the same); or
(iii) convert (A) each outstanding share of Series A Liberty Media
Group Common Stock into a number (or fraction) of fully paid and
nonassessable shares of Series A TCI Group Common Stock and (B)
each outstanding share of Series B Liberty Media Group Common
Stock into a number (or fraction) of fully paid and nonassessable
shares of Series B TCI Group Common Stock, in each case equal to
110% of the average daily ratio (calculated to the nearest five
decimal places) of the Market Value of one share of Series A
Liberty Media Group Common Stock to the Market Value of one share
of Series A TCI Group Common Stock during the ten-trading day
period referred to in clause (ii)(B) of this paragraph.
For these purposes, "substantially all of the properties and assets of
the Liberty Media Group" means a portion of such properties and assets that
represents at least 80% of the then-current market value (as determined by the
Board of Directors) of the properties and assets of the Liberty Media Group as
of such date.
A "Related Business Transaction" means any Disposition of all or
substantially all of the properties and assets of the Liberty Media Group in
which the Company receives as proceeds of such Disposition primarily equity
securities (including, without limitation, capital stock, convertible
securities, partnership or limited partnership interests and other types of
equity securities, without regard to the voting power or contractual or other
management or governance rights related to such equity securities) of the
purchaser or acquiror of such assets and properties of the Liberty Media Group,
any entity which succeeds (by merger, formation of a joint venture enterprise or
otherwise) to such assets and properties of the Liberty Media Group or a third-
party issuer, which purchaser, acquiror or other issuer is engaged or proposes
to engage primarily in one or more businesses similar or complementary to the
businesses conducted by the Liberty Media Group prior to such Disposition, as
determined in good faith by the Board of Directors.
-18-
<PAGE>
The "Adjusted Outstanding Interest Fraction" means a fraction the
numerator of which is the number of outstanding shares of Liberty Media Group
Common Stock and the denominator of which is the sum of (a) such number of
outstanding shares, (b) the Number of Shares Issuable with Respect to the Inter-
Group Interest, (c) the number of shares of Liberty Media Group Common Stock
issuable upon conversion, exercise or exchange of Pre-Distribution Convertible
Securities and (d) the number of Committed Acquisition Shares issuable.
The "Net Proceeds" with respect to any Disposition of any of the
properties and assets of the Liberty Media Group means an amount, if any, equal
to the gross proceeds of such Disposition after any payment of, or reasonable
provision for, (a) any taxes payable by the Company in respect of such
Disposition or in respect of any resulting dividend or redemption (or which
would have been payable but for the utilization of tax benefits attributable to
the TCI Group), (b) any transaction costs, including, without limitation, any
legal, investment banking and accounting fees and expenses and (c) any
liabilities and other obligations (contingent or otherwise) of, or attributed
to, the Liberty Media Group, including, without limitation, any indemnity or
guarantee obligations incurred in connection with the Disposition or any
liabilities for future purchase price adjustments and any preferential amounts
plus any accumulated and unpaid dividends and other obligations (without
duplication of amounts allocated for the satisfaction of the Company's
obligations with respect to Pre-Distribution Convertible Securities and
Committed Acquisition Shares issuable which are included in the determination of
the Adjusted Outstanding Interest Fraction) in respect of Preferred Stock
attributed to the Liberty Media Group. The Company may elect to pay the
dividend or redemption price referred to in clause (i) or (ii) above either in
the same form as the proceeds of the Disposition were received or in any other
combination of cash or securities or other property (other than Common Stock)
that the Board of Directors determines will have an aggregate market value on a
fully distributed basis, of not less than the amount of the Net Proceeds. If
the dividend or redemption price is paid in the form of securities of an issuer
other than the Company, the Board of Directors may determine either to (i) pay
the dividend or redemption price in the form of separate classes or series of
securities, with one class or series of such securities to holders of Series A
Liberty Media Group Common Stock and another class or series of securities to
holders of Series B Liberty Media Group Common Stock, provided that such
securities (and, if such securities are convertible into or exercisable or
exchangeable for shares of another class or series of securities, the securities
so issuable upon such conversion, exercise or exchange) do not differ in any
respect other than their relative voting rights and related differences in
designation, conversion, redemption and share distribution provisions with
holders of shares of Series B Liberty Media Group Common Stock receiving the
class or series having the higher relative voting rights (without regard to
whether such rights differ to a greater or lesser extent than the corresponding
differences in voting rights, designation, conversion, redemption and share
distribution provisions between the Series A Liberty Media Group Common Stock
and the Series B Liberty Media Group Common Stock), provided that if such
securities constitute capital stock of a subsidiary of the Company, such rights
will not differ to a greater extent than the corresponding differences in voting
rights, designation, conversion, redemption and share distribution provisions
between the Series A Liberty Media Group Common Stock and the Series B Liberty
Media Group Common Stock, and otherwise such securities will be distributed on
an equal per share basis, or
-19-
<PAGE>
(ii) pay the dividend or redemption price in the form of a single class of
securities without distinction between the shares received by the holders of
Series A Liberty Media Group Common Stock and Series B Liberty Media Group
Common Stock.
At the time of any dividend made as a result of a Disposition referred
to above, the TCI Group will be credited, and the Liberty Media Group will be
charged (in addition to the charge for the dividend paid in respect of
outstanding shares of Liberty Media Group Common Stock), with an amount equal to
the product of (i) the aggregate amount paid in respect of such dividend times
(ii) a fraction the numerator of which is the Inter-Group Interest Fraction and
the denominator of which is the Outstanding Interest Fraction.
Redemption in Exchange for Stock of Subsidiary. At any time at which
all of the assets and liabilities attributed to the Liberty Media Group have
become and continue to be held directly or indirectly by any one or more
corporations all of the capital stock of which is owned by the Company (the
"Liberty Media Group Subsidiaries"), the Board of Directors may, subject to the
availability of assets of the Company legally available therefor, redeem on a
pro rata basis, all of the outstanding shares of Liberty Media Group Common
Stock in exchange for an aggregate number of outstanding fully paid and
nonassessable shares of common stock of each Liberty Media Group Subsidiary
equal to the product of the Adjusted Outstanding Interest Fraction and the
number of all of the outstanding shares of common stock of such Liberty Media
Group Subsidiary.
In effecting such a redemption, the Board of Directors may determine
either to (i) redeem shares of Series A Liberty Media Group Common Stock and
Series B Liberty Media Group Common Stock in exchange for shares of separate
classes or series of common stock of each Liberty Media Group Subsidiary with
relative voting rights and related differences in designation, conversion,
redemption and share distribution provisions not greater than the corresponding
differences in voting rights, designation, conversion, redemption and share
distribution provisions between the Series A Liberty Media Group Common Stock
and Series B Liberty Media Group Common Stock, with holders of shares of Series
B Liberty Media Group Common Stock receiving the class or series having the
higher relative voting rights, or (ii) redeem shares of Series A Liberty Media
Group Common Stock and Series B Liberty Media Group Common Stock in exchange for
shares of a single class of common stock of each Liberty Media Group Subsidiary
without distinction between the shares distributed to the holders of the two
series of Liberty Media Group Common Stock. If the Company determines to
undertake a redemption as described in clause (i) of the preceding sentence, the
outstanding shares of common stock of each Liberty Media Group Subsidiary not
distributed to holders of Liberty Media Group Common Stock would consist solely
of the class or series having the lower relative voting rights.
Certain Provisions Respecting Convertible Securities. Unless the
provisions of any class or series of Pre-Distribution Convertible Securities or
Convertible Securities which are convertible into or exercisable or exchangeable
for Committed Acquisition Shares provide specifically to the contrary, after any
conversion date or redemption date on which all outstanding shares of Liberty
Media Group Common Stock were converted or redeemed, any share of Liberty
-20-
<PAGE>
Media Group Common Stock that is issued on conversion, exercise or exchange of
any Pre-Distribution Convertible Securities or any Convertible Securities which
are convertible into or exercisable or exchangeable for Committed Acquisition
Shares will, immediately upon issuance pursuant to such conversion, exercise or
exchange and without any notice or any other action on the part of the Company
or the Board of Directors or the holder of such share of Liberty Media Group
Common Stock, be converted into or redeemed in exchange for, as applicable, the
kind and amount of shares of capital stock, cash and/or other securities or
property that a holder of such Pre-Distribution Convertible Securities or any
Convertible Securities which are convertible into or exercisable or exchangeable
for Committed Acquisition Shares would have been entitled to receive pursuant to
the terms of such securities had such terms provided that the conversion,
exercise or exchange privilege in effect immediately prior to any such
conversion or redemption of all outstanding shares of Liberty Media Group Common
Stock would be adjusted so that the holder of any such Pre-Distribution
Convertible Securities or any Convertible Securities which are convertible into
or exercisable or exchangeable for Committed Acquisition Shares thereafter
surrendered for conversion, exercise or exchange would be entitled to receive
the kind and amount of shares of capital stock, cash and/or other securities or
property such holder would have received as a result of such action had such
securities been converted, exercised or exchanged immediately prior thereto.
With respect to any Convertible Securities which are created, established or
otherwise first authorized for issuance subsequent to the record date for the
Distribution (other than Pre-Distribution Convertible Securities and Convertible
Securities which are convertible into or exercisable or exchangeable for
Committed Acquisition Shares), the terms and provisions of which do not provide
for adjustments specifying the kind and amount of capital stock, cash and/or
securities or other property that such holder would be entitled to receive upon
the conversion, exercise or exchange of such Convertible Securities following
any conversion date or redemption date on which all outstanding shares of
Liberty Media Group Common Stock were converted or redeemed, then upon such
conversion, exercise or exchange of such Convertible Securities, any share of
Liberty Media Group Common Stock that is issued on conversion, exercise or
exchange of any such Convertible Securities will, immediately upon issuance
pursuant to such conversion, exercise or exchange and without any notice or any
other action on the part of the Company or the Board of Directors or the holder
of such share of Liberty Media Group Common Stock, be redeemed in exchange for,
to the extent assets of the Company are legally available therefor, the amount
of $.01 per share in cash.
General Conversion and Redemption Provisions. Not later than the 10th
trading day following the consummation of a Disposition referred to above under
"-Mandatory Dividend, Redemption or Conversion of Liberty Media Group Common
Stock," the Company will announce publicly by press release (i) the Net Proceeds
of such Disposition, (ii) the number of outstanding shares of Series A Liberty
Media Group Common Stock and Series B Liberty Media Group Common Stock, (iii)
the number of shares of Series A Liberty Media Group Common Stock and Series B
Liberty Media Group Common Stock into or for which Convertible Securities are
then convertible, exercisable or exchangeable and the conversion, exercise or
exchange prices thereof (and stating which, if any, of such Convertible
Securities constitute Pre-Distribution Convertible Securities or Convertible
Securities which are convertible into or exercisable or exchangeable for
Committed Acquisition Shares) and the number of Committed Acquisition Shares
issuable, (iv)
-21-
<PAGE>
the Outstanding Interest Fraction as of a recent date preceding the date of such
notice and (v) the Adjusted Outstanding Interest Fraction as of a recent date
preceding the date of such notice. Not earlier than the 26th trading day and
not later than the 30th trading day following the consummation of such
Disposition, the Company will announce publicly by press release which of the
actions described in clauses (i), (ii) or (iii) of the first paragraph under "-
Mandatory Dividend, Redemption or Conversion of Liberty Media Group Common
Stock" it has irrevocably determined to take.
If the Company determines to pay a dividend described in clause (i) of
the first paragraph under "-Mandatory Dividend, Redemption or Conversion of
Liberty Media Group Common Stock," the Company will, not later than the 30th
trading day following the consummation of such Disposition, cause to be given to
each holder of outstanding shares of Series A Liberty Media Group Common Stock
and Series B Liberty Media Group Common Stock, and to each holder of Convertible
Securities convertible into or exercisable or exchangeable for shares of either
such series (unless provision for notice is otherwise made pursuant to the terms
of such Convertible Securities), a notice setting forth (i) the record date for
determining holders entitled to receive such dividend, which will be not earlier
than the 40th trading day and not later than the 50th trading day following the
consummation of such Disposition, (ii) the anticipated payment date of such
dividend (which will not be more than 85 trading days following the consummation
of such Disposition), (iii) the kind of shares of capital stock, cash and/or
other securities or property to be distributed in respect of shares of Series A
Liberty Media Group Common Stock and Series B Liberty Media Group Common Stock,
(iv) the Net Proceeds of such Disposition, (v) the Outstanding Interest Fraction
as of a recent date preceding the date of such notice, (vi) the number of
outstanding shares of Series A Liberty Media Group Common Stock and Series B
Liberty Media Group Common Stock and the number of shares of Series A Liberty
Media Group Common Stock and Series B Liberty Media Group Common Stock into or
for which outstanding Convertible Securities are then convertible, exercisable
or exchangeable and the conversion, exercise or exchange prices thereof and
(vii) in the case of a notice to holders of Convertible Securities, a statement
to the effect that holders of such Convertible Securities will be entitled to
receive such dividend only if they appropriately convert, exercise or exchange
them prior to the record date referred to in clause (i) of this sentence. Such
notice will be sent by first-class mail, postage prepaid, at such holder's
address as the same appears on the transfer books of the Company.
If the Company determines to undertake a redemption of shares of
Liberty Media Group Common Stock following a Disposition of all (not merely
substantially all) of the properties and assets of the Liberty Media Group as
described in clause (ii)(A) of the first paragraph under "-Mandatory Dividend,
Redemption or Conversion of Liberty Media Group Common Stock," the Company will
cause to be given to each holder of outstanding shares of Series A Liberty Media
Group Common Stock and Series B Liberty Media Group Common Stock and to each
holder of Convertible Securities convertible into or exercisable or exchangeable
for shares of either such series (unless provision for notice is otherwise made
pursuant to the terms of such Convertible Securities), a notice setting forth
(i) a statement that all shares of Liberty Media Group Common Stock outstanding
on the redemption date will be redeemed, (ii) the
-22-
<PAGE>
redemption date (which will not be more than 85 trading days following the
consummation of such Disposition), (iii) the kind of shares of capital stock,
cash and/or other securities or property to be paid as a redemption price in
respect of shares of Liberty Media Group Common Stock outstanding on the
redemption date, (iv) the Net Proceeds of such Disposition, (v) the Adjusted
Outstanding Interest Fraction as of a recent date preceding the date of such
notice, (vi) the place or places where certificates for shares of Liberty Media
Group Common Stock, properly endorsed or assigned for transfer (unless the
Company waives such requirement), are to be surrendered for delivery of
certificates for shares of such capital stock, cash and/or other securities or
property, (vii) the number of outstanding shares of Series A Liberty Media Group
Common Stock and Series B Liberty Media Group Common Stock and the number of
shares of Series A Liberty Media Group Common Stock and Series B Liberty Media
Group Common Stock into or for which outstanding Convertible Securities are then
convertible, exercisable or exchangeable and the conversion, exercise or
exchange prices thereof (and stating which, if any, of such Convertible
Securities constitute Pre-Distribution Convertible Securities or Convertible
Securities which are convertible into or exercisable or exchangeable for
Committed Acquisition Shares) and the number of Committed Acquisition Shares
issuable, and (viii) in the case of a notice to holders of Convertible
Securities, a statement to the effect that holders of such Convertible
Securities will be entitled to participate in such redemption only if such
holders appropriately convert, exercise or exchange such Convertible Securities
on or prior to the redemption date referred to in clause (ii) of this sentence
and a statement as to what, if anything, such holders will be entitled to
receive pursuant to the terms of such Convertible Securities or, if applicable,
the provision described under "-Certain Provisions Respecting Convertible
Securities" if such holders convert, exercise or exchange such Convertible
Securities following such redemption date. Such notice will be sent by first-
class mail, postage prepaid, not less than 35 trading days nor more than 45
trading days prior to the redemption date, at such holder's address as the same
appears on the transfer books of the Company.
If the Company determines to undertake a redemption of shares of
Liberty Media Group Common Stock following a Disposition of substantially all
(but not all) of the properties and assets of the Liberty Media Group as
described in clause (ii)(B) of the first paragraph under "-Mandatory Dividend,
Redemption or Conversion of Liberty Media Group Common Stock," the Company will,
not later than the 30th trading day following the consummation of such
Disposition, cause to be given to each holder of record of outstanding shares of
Series A Liberty Media Group Common Stock and Series B Liberty Media Group
Common Stock, and to each holder of Convertible Securities convertible into or
exercisable or exchangeable for shares of either such series (unless provision
for notice is otherwise made pursuant to the terms of such Convertible
Securities), a notice setting forth (i) a date not earlier than the 40th trading
day and not later than the 50th trading day following the consummation of such
Disposition which will be the date on which shares of the Liberty Media Group
Common Stock then outstanding will be selected for redemption, (ii) the
anticipated redemption date (which will not be more than 85 trading days
following the consummation of such Disposition), (iii) the kind of shares of
capital stock, cash and/or other securities or property to be paid as a
redemption price in respect of shares of Liberty Media Group Common Stock
selected for redemption, (iv) the Net Proceeds of such Disposition, (v) the
Outstanding Interest Fraction as of a recent date preceding the date of
-23-
<PAGE>
such notice, (vi) the number of outstanding shares of Series A Liberty Media
Group Common Stock and Series B Liberty Media Group Common Stock and the number
of shares of Series A Liberty Media Group Common Stock and Series B Liberty
Media Group Common Stock into or for which outstanding Convertible Securities
are then convertible, exercisable or exchangeable and the conversion or exercise
prices thereof, (vii) in the case of a notice to holders of Convertible
Securities, a statement to the effect that holders of such Convertible
Securities will be entitled to participate in such selection for redemption only
if such holders appropriately convert, exercise or exchange such Convertible
Securities on or prior to the date referred to in clause (i) of this sentence
and a statement as to what, if anything, such holders will be entitled to
receive pursuant to the terms of such Convertible Securities if such holders
convert, exercise or exchange such Convertible Securities following such date
and (viii) a statement that the Company will not be required to register a
transfer of any shares of Liberty Media Group Common Stock for a period of 15
trading days next preceding the date referred to in clause (i) of this sentence.
Promptly following the date referred to in clause (i) of the preceding sentence,
but not earlier than the 40th trading day and not later than the 50th trading
day following the consummation of such Disposition, the Company will cause to be
given to each holder of shares of Series A Liberty Media Group Common Stock and
Series B Liberty Media Group Common Stock to be redeemed, a notice setting forth
(i) the number of shares of Series A Liberty Media Group Common Stock and Series
B Liberty Media Group Common Stock held by such holder to be redeemed, (ii) a
statement that such shares of Series A Liberty Media Group Common Stock and
Series B Liberty Media Group Common Stock will be redeemed, (iii) the redemption
date (which will not be more than 85 trading days following the consummation of
such Disposition), (iv) the kind and per share amount of shares of capital
stock, cash and/or other securities or property to be received by such holder
with respect to each share of such Liberty Media Group Common Stock to be
redeemed, including details as to the calculation thereof, and (v) the place or
places where certificates for shares of such Liberty Media Group Common Stock,
properly endorsed or assigned for transfer (unless the Company waives such
requirement), are to be surrendered for delivery of certificates for shares of
such capital stock, cash and/or other securities or property. The notices
referred to in this paragraph will be sent by first-class mail, postage prepaid,
at such holder's address as the same appears on the transfer books of the
Company. The outstanding shares of Liberty Media Group Common Stock to be
redeemed will be redeemed by the Company pro rata among the holders of Liberty
Media Group Common Stock or by such other method as may be determined by the
Board of Directors to be equitable.
In the event of any conversion as described above under "- Conversion
at the Option of the Company" or "-Mandatory Dividend, Redemption or Conversion
of Liberty Media Group Common Stock," the Company will cause to be given to each
holder of outstanding shares of Series A Liberty Media Group Common Stock and
Series B Liberty Media Group Common Stock and to each holder of Convertible
Securities convertible into or exercisable or exchangeable for shares of either
such series (unless provision for such notice is otherwise made pursuant to the
terms of such Convertible Securities), a notice setting forth (i) a statement
that all outstanding shares of Liberty Media Group Common Stock will be
converted, (ii) the conversion date (which will not be more than 85 trading days
following the consummation of such Disposition in the event of a conversion
pursuant to the provisions described under "-Mandatory Dividend,
-24-
<PAGE>
Redemption or Conversion of Liberty Media Group Common Stock" and which will not
be more than 120 days after the Appraisal Date in the event of a conversion
pursuant to the provisions described under "-Conversion at the Option of the
Company"), (iii) the per share number of shares of Series A TCI Group Common
Stock or Series B TCI Group Common Stock, as applicable, to be received with
respect to each share of Series A Liberty Media Group Common Stock or Series B
Liberty Media Group Common Stock, including details as to the calculation
thereof, (iv) the place or places where certificates for shares of Liberty Media
Group Common Stock, properly endorsed or assigned for transfer (unless the
Company waives such requirement), are to be surrendered, (v) the number of
outstanding shares of Series A Liberty Media Group Common Stock and Series B
Liberty Media Group Common Stock, the number of Committed Acquisition Shares
issuable and the number of shares of Series A Liberty Media Group Common Stock
and Series B Liberty Media Group Common Stock into or for which outstanding
Convertible Securities are then convertible, exercisable or exchangeable and the
conversion, exercise or exchange prices thereof and (vi) in the case of a notice
to holders of Convertible Securities, a statement to the effect that holders of
such Convertible Securities will be entitled to participate in such conversion
only if such holders appropriately convert, exercise or exchange such
Convertible Securities on or prior to the conversion date referred to in clause
(ii) of this sentence and a statement as to what, if anything, such holders will
be entitled to receive pursuant to the terms of such Convertible Securities or,
if applicable, the provision described under "-Certain Provisions Respecting
Convertible Securities" if such holders convert, exercise or exchange such
Convertible Securities following such conversion date. Such notice will be sent
by first-class mail, postage prepaid, not less than 35 trading days nor more
than 45 trading days prior to the conversion date, at such holder's address as
the same appears on the transfer books of the Company.
If the Company determines to redeem shares of Series A Liberty Media
Group Common Stock and Series B Liberty Media Group Common Stock as described
above under "-Redemption in Exchange for Stock of Subsidiary," the Company will
promptly cause to be given to each holder of Series A Liberty Media Group Common
Stock and Series B Liberty Media Group Common Stock and to each holder of
Convertible Securities convertible into or exercisable or exchangeable for
shares of either such series (unless provision for such notice is otherwise made
pursuant to the terms of such Convertible Securities), a notice setting forth
(i) a statement that all outstanding shares of Liberty Media Group Common Stock
will be redeemed in exchange for shares of common stock of the Liberty Media
Group Subsidiaries, (ii) the redemption date, (iii) the Adjusted Outstanding
Interest Fraction as of a recent date preceding the date of such notice, (iv)
the place or places where certificates for shares of Liberty Media Group Common
Stock, properly endorsed or assigned for transfer (unless the Company waives
such requirement), are to be surrendered for delivery of certificates for shares
of common stock of the Liberty Media Group Subsidiaries, (v) the number of
outstanding shares of Series A Liberty Media Group Common Stock and Series B
Liberty Media Group Common Stock and the number of shares of Series A Liberty
Media Group Common Stock and Series B Liberty Media Group Common Stock into or
for which outstanding Convertible Securities are then convertible, exercisable
or exchangeable and the conversion, exercise or exchange prices thereof (and
stating which, if any, of such Convertible Securities constitute Pre-
Distribution Convertible Securities
-25-
<PAGE>
or Convertible Securities which are convertible into or exercisable or
exchangeable for Committed Acquisition Shares) and the number of Committed
Acquisition Shares issuable, and (vi) in the case of a notice to holders of
Convertible Securities, a statement to the effect that holders of such
Convertible Securities will be entitled to receive shares of common stock of the
Liberty Media Group Subsidiaries upon redemption only if such holders
appropriately convert, exercise or exchange such Convertible Securities on or
prior to the redemption date referred to in clause (ii) of this sentence and a
statement as to what, if anything, such holders will be entitled to receive
pursuant to the terms of such Convertible Securities or, if applicable, the
provisions described under "- Certain Provisions Respecting Convertible
Securities" if such holders convert, exercise or exchange such Convertible
Securities following the redemption date. Such notice will be sent by first-
class mail, postage prepaid, not less than 35 trading days nor more than 45
trading days prior to the redemption date, at such holder's address as the same
appears on the transfer books of the Company.
Neither the failure to mail any notice to any particular holder of
Liberty Media Group Common Stock or of Convertible Securities nor any defect
therein will affect the sufficiency thereof with respect to any other holder of
outstanding shares of Liberty Media Group Common Stock or of Convertible
Securities, or the validity of any conversion or redemption.
The Company will not be required to issue or deliver fractional shares
of any class of capital stock or any fractional securities to any holder of
Liberty Media Group Common Stock upon any conversion, redemption, dividend or
other distribution described above. In connection with the determination of the
number of shares of any class of capital stock that is issuable or the amount of
securities that is deliverable to any holder of record upon any such conversion,
redemption, dividend or other distribution (including any fractions of shares or
securities), the Company may aggregate the number of shares of Liberty Media
Group Common Stock held at the relevant time by such holder of record. If the
number of shares of any class of capital stock or the amount of securities
remaining to be issued or delivered to any holder of Liberty Media Group Common
Stock is a fraction, the Company will, if such fraction is not issued or
delivered to such holder, pay a cash adjustment in respect of such fraction in
an amount equal to the fair market value of such fraction on the fifth trading
day prior to the date such payment is to be made (without interest). For
purposes of the preceding sentence, "fair market value" of any fraction will be
(i) in the case of any fraction of a share of capital stock of the Company, the
product of such fraction and the Market Value of one share of such capital stock
and (ii) in the case of any other fractional security, such value as is
determined by the Board of Directors.
No adjustments in respect of dividends will be made upon the
conversion or redemption of any shares of Liberty Media Group Common Stock;
provided, however, that if the conversion date or the redemption date with
respect to the Liberty Media Group Common Stock is subsequent to the record date
for the payment of a dividend or other distribution thereon or with respect
thereto, the holders of shares of Liberty Media Group Common Stock at the close
of business on such record date will be entitled to receive the dividend or
other distribution payable on or with respect to such shares on the date set for
payment of such dividend or other
-26-
<PAGE>
distribution, notwithstanding the conversion or redemption of such shares or the
Company's default in payment of the dividend or distribution due on such date.
Before any holder of shares of Liberty Media Group Common Stock will
be entitled to receive certificates representing shares of any kind of capital
stock or cash and/or securities or other property to be received by such holder
with respect to any conversion or redemption of shares of Liberty Media Group
Common Stock, such holder is required to surrender at such place as the Company
will specify certificates for such shares, properly endorsed or assigned for
transfer (unless the Company waives such requirement). The Company will as soon
as practicable after such surrender of certificates representing shares of
Liberty Media Group Common Stock deliver to the person for whose account such
shares were so surrendered, or to the nominee or nominees of such person,
certificates representing the number of whole shares of the kind of capital
stock or cash and/or securities or other property to which such person is
entitled, together with any payment for fractional securities referred to above.
If less than all of the shares of Liberty Media Group Common Stock represented
by any one certificate are to be redeemed, the Company will issue and deliver a
new certificate for the shares of Liberty Media Group Common Stock not redeemed.
The Company will not be required to register a transfer of (i) any shares of
Liberty Media Group Common Stock for a period of 15 trading days next preceding
any selection of shares of Liberty Media Group Common Stock to be redeemed or
(ii) any shares of Liberty Media Group Common Stock selected or called for
redemption. Shares selected for redemption may not thereafter be converted
pursuant to the provisions described under "-Conversion at the Option of the
Holder."
From and after any applicable conversion date or redemption date, all
rights of a holder of shares of Liberty Media Group Common Stock that were
converted or redeemed will cease except for the right, upon surrender of the
certificates representing shares of Liberty Media Group Common Stock, to receive
certificates representing shares of the kind and amount of capital stock or cash
and/or securities or other property for which such shares were converted or
redeemed, together with any payment for fractional securities and such holder
will have no other or further rights in respect of the shares of Liberty Media
Group Common Stock so converted or redeemed, including, but not limited to, any
rights with respect to any cash, securities or other property which are reserved
or otherwise designated by the Company as being held for the satisfaction of the
Company's obligations to pay or deliver any cash, securities or other property
upon the conversion, exercise or exchange of any Convertible Securities
outstanding as of the date of such conversion or redemption or any Committed
Acquisition Shares which may then be issuable. No holder of a certificate that,
immediately prior to the applicable conversion date or redemption date for the
Liberty Media Group Common Stock, represented shares of Liberty Media Group
Common Stock will be entitled to receive any dividend or other distribution with
respect to shares of any kind of capital stock into or in exchange for which the
Liberty Media Group Common Stock was converted or redeemed until surrender of
such holder's certificate for a certificate or certificates representing shares
of such kind of capital stock. Upon such surrender, there will be paid to the
holder the amount of any dividends or other distributions (without interest)
which theretofore became payable with respect to a record date after the
conversion date or redemption date, as the case may be, but that were not paid
by reason of the foregoing, with
-27-
<PAGE>
respect to the number of whole shares of the kind of capital stock represented
by the certificate or certificates issued upon such surrender. From and after a
conversion date or redemption date, as the case may be, for any shares of
Liberty Media Group Common Stock, the Company will, however, be entitled to
treat the certificates for shares of Liberty Media Group Common Stock that have
not yet been surrendered for conversion or redemption as evidencing the
ownership of the number of whole shares of the kind or kinds of capital stock
for which the shares of Liberty Media Group Common Stock represented by such
certificates have been converted or redeemed, notwithstanding the failure to
surrender such certificates.
The Company will pay any and all documentary, stamp or similar issue
or transfer taxes that may be payable in respect of the issue or delivery of any
shares of capital stock and/or other securities on conversion or redemption of
shares of Liberty Media Group Common Stock. The Company will not, however, be
required to pay any tax that may be payable in respect of any transfer involved
in the issue and delivery of any shares of capital stock in a name other than
that in which the shares of Liberty Media Group Common Stock so converted or
redeemed were registered and no such issue or delivery will be made unless and
until the person requesting such issue has paid to the Company the amount of any
such tax, or has established to the satisfaction of the Company that such tax
has been paid.
LIQUIDATION RIGHTS
In the event of a liquidation, dissolution or winding up of the
Company, whether voluntary or involuntary, after payment or provision for
payment of the debts and other liabilities of the Company and subject to the
prior payment in full of the preferential amounts to which any class or series
of Preferred Stock is entitled, (i) the holders of the shares of TCI Group
Common Stock will share equally, on a share for share basis, in a percentage of
the funds of the Company remaining for distribution to its common stockholders
equal to 100% multiplied by the average daily ratio (expressed as a decimal) of
X/Z for the 20-trading day period ending on the trading day prior to the date of
the public announcement of such liquidation, dissolution or winding up, and (ii)
the holders of the shares of Liberty Media Group Common Stock will share
equally, on a share for share basis, in a percentage of the funds of the Company
remaining for distribution to its common stockholders equal to 100% multiplied
by the average daily ratio (expressed as a decimal) of Y/Z for such 20-trading
day period, where X is the aggregate Market Capitalization of the Series A TCI
Group Common Stock and the Series B TCI Group Common Stock, Y is the aggregate
Market Capitalization of the Series A Liberty Media Group Common Stock and the
Series B Liberty Media Group Common Stock, and Z is the aggregate Market
Capitalization of 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. Neither a consolidation, merger nor sale of
assets will be construed to be a "liquidation," "dissolution" or "winding up."
The "Market Capitalization" of any class or series of capital stock of the
Company on any trading day means the product of (i) the Market Value of one
share of such class or series on such trading day and (ii) the number of shares
of such class or series outstanding on such trading day.
-28-
<PAGE>
No holder of Liberty Media Group Common Stock will have any special
right to receive specific assets of the Liberty Media Group in the case of any
dissolution, liquidation or winding up of the Company.
DETERMINATIONS BY THE BOARD OF DIRECTORS
The Charter provides that any determinations made by the Board of
Directors under any provision described under "-TCI Group Common Stock and
Liberty Media Group Common Stock" will be final and binding on all stockholders
of the Company, except as may otherwise be required by law. Such a
determination would not be binding if it were established that the determination
was made in breach of a fiduciary duty of the Board of Directors. The Company
will prepare a statement of any such determination by the Board of Directors
respecting the fair market value of any properties, assets or securities and
will file such statement with the Secretary of the Company.
PREEMPTIVE RIGHTS
Holders of the TCI Group Common Stock and Liberty Media Group Common
Stock do not have any preemptive rights to subscribe for any additional shares
of capital stock or other obligations convertible into or exercisable for shares
of capital stock that may hereafter be issued by the Company.
PREFERRED STOCK
As of August 31, 1995, 1,620,026 shares of Class B Preferred Stock,
70,559 shares of Series C Preferred Stock, 1,000,000 shares of Series D
Preferred Stock and 277,064 shares of Series F Preferred Stock were outstanding.
As of August 31, 1995, no shares of Class A Preferred Stock or Series E
Preferred Stock were outstanding, and all of the outstanding shares of Series F
Preferred Stock were held by subsidiaries of the Company.
CLASS B 6% CUMULATIVE REDEEMABLE EXCHANGEABLE JUNIOR PREFERRED STOCK
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 (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 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 Series A TCI Group Common Stock or in any combination of the
foregoing. Accrued dividends not paid as provided above on any dividend payment
date accumulate and such accumulated unpaid dividends may be declared and paid
in cash, shares of Series A TCI Group Common Stock or any combination thereof at
any time
-29-
<PAGE>
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. No Interest or additional dividends will accrue or be payable with
respect to any dividend payment on the Class B Preferred Stock that may be in
arrears or with respect to that portion of any other payment on the Class B
Preferred Stock that is in arrears which consists of accumulated or accrued and
unpaid 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 Preferred 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.
Subject to the prior preferences and other rights of any class or
series of Preferred Stock, the Class B Preferred Stock is redeemable at the
option of the Company, in whole at any time or in part from time to time, 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. The Company does not have any mandatory
obligation to redeem the Class B Preferred Stock as of any fixed date, at the
option of the holders or otherwise.
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 15th 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 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 ranks senior to the TCI Group Common Stock
and the Liberty Media Group Common Stock and junior to the Series C Preferred
Stock, the Series D Preferred Stock and the Series F Preferred Stock as to
dividend rights, rights to redemption and rights on liquidation.
-30-
<PAGE>
For so long as any dividends are in arrears on the Class B Preferred
Stock or any class or series of Preferred Stock ranking pari passu with the
Class B Preferred Stock which is entitled to payment of cumulative dividends
prior to the redemption, exchange, purchase, or other acquisition of the Class B
Preferred Stock, and until all dividends accrued up to the immediately preceding
dividend payment date on the Class B Preferred Stock and such parity stock 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 redeem, exchange, purchase, or otherwise acquire any shares of Class B
Preferred Stock, any such parity stock or any class or series of its capital
stock ranking junior to the Class B Preferred Stock, or set aside any money or
assets for such purpose, unless all of the outstanding shares of Class B
Preferred Stock and such parity stock are redeemed. For so long as any
dividends are in arrears on the Class B Preferred Stock and until all dividends
accrued up to the immediately preceding dividend payment date on the Class B
Preferred Stock 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 any
junior stock or parity stock or set aside any money or assets for any such
purpose, except for dividends declared and paid on parity stock
contemporaneously and on a pro rata basis with dividends declared and paid on
the Class B Preferred Stock. If the Company fails to redeem or exchange shares
of Class B Preferred Stock on a date fixed for redemption or exchange, and until
such shares are redeemed or exchanged in full, the Company may not redeem or
exchange any parity stock or junior stock, declare or pay any dividend on or
make any distribution with respect to any junior stock, or set aside money or
assets for such purpose, and neither the Company nor any subsidiary thereof may
purchase or otherwise acquire any Class B Preferred Stock, parity stock or
junior stock or set aside any money or assets for any such purpose. The failure
of the Company to pay any dividends on any class or series of parity stock or to
redeem or exchange on any date fixed for redemption or exchange any shares of
Class B Preferred Stock will not prevent the Company from (i) paying any
dividends on junior stock solely in shares of junior stock or the redemption,
purchase or other acquisition of junior stock solely in exchange for (together
with a cash adjustment for fractional shares, if any), or (but only in the case
of a failure to pay dividends on any parity stock) through the application of
the proceeds from the sale of, shares of junior stock; or (ii) the payment of
dividends on any parity stock solely in shares of parity stock and/or junior
stock or the redemption, exchange, purchase, or other acquisition of Class B
Preferred Stock or parity stock solely in exchange for (together with a cash
adjustment for fractional shares, if any), or (but only in the case of a failure
to pay dividends on any parity stock) through the application of the proceeds
from the sale of, parity stock and/or junior stock.
The Class B Preferred Stock has no voting rights, except as required
by the DGCL, and except that the holders of Class B Preferred Stock have the
right to vote with the TCI Group Common Stock and the Liberty Media Group Common
Stock, on the basis of one vote per share, in any general election of directors
of the Company.
-31-
<PAGE>
SERIES PREFERRED STOCK
The Series Preferred Stock is issuable, from time to time, in one or
more series, with such power, designations, preferences and relative
participating, optional or other rights, and qualifications, limitations or
restrictions thereof, as is stated and expressed in a resolution or resolutions
providing for the issue of each 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. Except to the extent otherwise
provided in the resolution or resolutions providing for the issue of any series
of Series Preferred Stock, the holders of shares of such series will have no
voting rights except as may be required by Delaware law.
SERIES C CONVERTIBLE PREFERRED STOCK
Each share of Series C Preferred Stock is convertible, at the option
of the holder, into 100 shares of Series A TCI Group Common Stock and 25 shares
of Series A Liberty Media Group Common Stock, subject to anti-dilution
adjustments. The dividend, liquidation and redemption features of the Series C
Preferred Stock, each of which is discussed in greater detail 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.
Subject to the prior preferences and other rights of any class or
series of preferred stock ranking senior to or on a parity with the Series C
Preferred Stock, 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 rate of 5 1/2% per annum
(15% under the circumstances described above), unless such dividends remain
unpaid for two consecutive quarters in which event such rate will increase to
15% per annum until such dividends and all dividends, accrued thereon, are paid
in full.
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.
-32-
<PAGE>
The Series C Preferred Stock is subject to optional redemption by the
Company at any time after August 8, 2001, in whole or in part, 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 and subject to any prohibition or restriction contained in any
instrument evidencing indebtedness of the Company, the Series C Preferred Stock
is required to be redeemed by the Company at any time after August 8, 2001 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 then liquidation value.
The Series C Preferred Stock ranks senior to the TCI Group Common
Stock, the Liberty Media Group Common Stock and the Class B Preferred Stock and
on a parity basis with the Series D Preferred Stock and the Series F Preferred
Stock as to dividend rights, rights to redemption and rights on liquidation.
For so long as any dividends are in arrears on the Series C Preferred
Stock and until all dividends accrued up to the immediately preceding dividend
payment date on the Series C Preferred Stock 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 redeem or otherwise acquire any shares of Series C
Preferred Stock or any shares of any class or series of its capital stock
ranking junior to the Series C Preferred Stock, unless all of the outstanding
shares of Series C Preferred Stock are redeemed. For so long as any dividends
are in arrears on the Series C Preferred Stock and until all dividends accrued
up to the immediately preceding dividend payment date on the Series C Preferred
Stock 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 other distribution with respect to any junior stock or
set aside any money or assets for such purpose, except that the Company may pay
a dividend on any class or series of junior stock solely in shares of capital
stock ranking junior to the Series C Preferred Stock. If the Company fails to
redeem shares of Series C Preferred Stock required to be redeemed on a
redemption date, and until all then outstanding shares of Series C Preferred
Stock are redeemed in full, the Company may not redeem any junior stock, or
otherwise acquire any shares of such stock or Series C Preferred Stock, except
that the Company may acquire shares of Series C Preferred Stock pursuant to a
purchase or exchange offer made to holders of all outstanding shares of Series C
Preferred Stock, if as to holders of all outstanding shares of Series C
Preferred Stock, the terms of the purchase or exchange offer for all such shares
are identical.
The holders of Series C Preferred Stock are entitled to vote on an as
converted basis on all matters submitted to a vote of holders of TCI Group
Common Stock and Liberty Media Group Common Stock and any other class of capital
stock of the Company entitled to vote generally on the election of directors.
Holders of Series C Preferred Stock are not entitled to vote as a separate class
except as otherwise may be required by the DGCL.
-33-
<PAGE>
SERIES D CONVERTIBLE PREFERRED STOCK
Each share of Series D Preferred Stock is convertible, at the option
of the holder, into 10 shares of Series A TCI Group Common Stock and two and
one-half shares of Series A Liberty Media Group Common Stock, subject to anti-
dilution adjustments. If the Company distributes to holders of Common Stock
rights or warrants to subscribe for or purchase shares of capital stock of the
Company (other than shares of the same series of Common Stock) or a subsidiary
of the Company, which capital stock (a) is common stock of its issuer or (b)
participates in one or more business operations of the issuer thereof in such a
manner that if such operations were owned by a corporation and such stock were
issued thereby such capital stock would be common stock of such corporation
("Special Securities"), each holder of Series D Preferred Stock will have the
option, in lieu of any antidilution adjustment that would otherwise apply to the
conversion rate of the Series D Preferred Stock, to exchange a specified portion
of its shares of Series D Preferred Stock for shares of a new series of
convertible preferred stock of the issuer of the Special Securities having terms
similar to the Series D Preferred Stock but convertible into Special
Securities.
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 equal, on a per share basis, to 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, an amount equal to all unpaid dividends accrued on the sum
of clauses (i) and (ii) above, to such date of determination.
Subject to the prior preferences and other rights of any class or
series of preferred stock ranking senior to or on a parity with the Series D
Preferred Stock with respect to the payment or declaration of dividends, the
holders of Series D Preferred Stock are entitled to receive preferential
cumulative cash dividends out of funds legally available therefor. Dividends
accrue on a daily basis 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 accrue cumulatively at an annual rate of
10% of the liquidation value per share until such shares are redeemed. To the
extent any cash dividends are not paid on any dividend payment date, the amount
of such dividends will be automatically converted, to the extent permissible
under the DGCL, into shares of Common Stock at a conversion rate equal to 95% of
the then "current market price" (as defined in the Certificate of Designations
establishing the Series D Preferred Stock) of Common Stock, and upon issuance of
shares of Common Stock to holders of Series D Preferred Stock in respect of such
conversion such dividend will be deemed paid for all purposes. Dividends not so
paid or deemed 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. Dividends will accrue on such unpaid
dividends at the rate of
-34-
<PAGE>
5 1/2% per annum (10% under the circumstances described above), unless such
dividends remain unpaid for two consecutive quarters, in which event such rate
will increase to 10% per annum until such dividends and all dividends accrued
thereon are paid in full.
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 then
liquidation value of the Series D Preferred Stock. Shares of Series D Preferred
Stock may also be redeemed at the option of the Company after the third
anniversary of the issue date, in whole or from time to time part, at a
redemption price per share equal to the then liquidation value of the Series D
Preferred Stock, if the market value per share of Common Stock has 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 have 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 called for redemption or which
a holder has validly requested be redeemed, the holders thereof will have the
option to convert their shares of Series D Preferred Stock into shares of Common
Stock at a conversion rate equal to the quotient obtained by dividing the
redemption price by 95% of the "current market value" of the Common Stock on the
redemption date, provided that in the case of a failure by the Company to redeem
shares at the request of a holder, the exercise of the foregoing conversion
right will be delayed for one year.
The Series D Preferred Stock ranks senior to the TCI Group Common
Stock, the Liberty Media Group Common Stock and the Class B Preferred Stock and
on a parity basis with the Series C Preferred Stock and the Series F Preferred
Stock as to dividend rights, rights to redemption and rights on liquidation.
For so long as any dividends are in arrears on the Series D Preferred
Stock and until all dividends accrued up to the immediately preceding dividend
payment date on the Series D Preferred Stock 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 redeem or otherwise acquire any
-35-
<PAGE>
shares of Series D Preferred Stock or any shares of any class or series of its
capital stock ranking pari passu with or junior to the Series D Preferred Stock,
unless all of the outstanding shares of Series D Preferred Stock are redeemed.
For so long as any dividends are in arrears on the Series D Preferred Stock and
until all dividends accrued up to the immediately preceding dividend payment
date on the Series D Preferred Stock 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 other distribution
with respect to any junior stock or set aside any money or assets for such
purpose, except that the Company may pay a dividend on any class or series of
junior stock solely in shares of capital stock ranking junior to the Series D
Preferred Stock. If the Company fails to redeem shares of Series D Preferred
Stock required to be redeemed on a redemption date, and until all then
outstanding shares of Series D Preferred Stock are redeemed in full, the Company
may not redeem any junior stock, or otherwise acquire any shares of such stock
or Series D Preferred Stock, except that the Company may acquire shares of
Series D Preferred Stock pursuant to a purchase or exchange offer made to
holders of all outstanding shares of Series D Preferred Stock, if as to holders
of all outstanding shares of Series D Preferred Stock the terms of the purchase
or exchange offer for all such shares are identical.
The Series D Preferred Stock has no voting rights, except as required
by the DGCL and except that without the consent of the holders of 66 2/3% in
liquidation value of the Series D Preferred Stock, the Company may not create
any series of Preferred Stock that is senior as to dividend rights, rights to
redemption, or rights on liquidation to the Series D Preferred Stock.
SERIES F CONVERTIBLE REDEEMABLE PARTICIPATING PREFERRED STOCK
Shares of Series F Preferred Stock are convertible, at the option of
the holder, into Series A TCI Group Common Stock at a rate of 1287.51 shares of
Series A TCI Group Common Stock for each share of Series F Preferred Stock,
subject to anti-dilution adjustments. In addition, any shares of Series F
Preferred Stock which cease to be held by the Company or a subsidiary of the
Company will automatically be converted into shares of Series A TCI Group Common
Stock. The anti-dilution provisions of the Series F Preferred Stock provide
that the conversion rate of the Series F Preferred Stock will be adjusted (i) in
the event of a dividend or distribution on the outstanding shares of Series A
TCI Group Common Stock in shares of Series A TCI Group Common Stock, by
adjusting the then-current conversion rate such that the holder of Series F
Preferred Stock thereafter surrendered for conversion would receive the number
of shares of Series A TCI Group Common Stock which it would have been entitled
to receive had such shares of Series F Preferred Stock been converted prior to
the record date for such dividend or distribution and (ii) in the event of a
dividend or distribution to holders of Series A TCI Group Common Stock of any
securities, evidences of indebtedness or other assets (other than cash dividends
or shares of Series A TCI Group Common Stock), then the conversion rate will be
adjusted by multiplying the then-current conversion rate by a fraction, the
numerator of which is the current market price of a share of Series A TCI Group
Common Stock and the denominator
-36-
<PAGE>
of which is such current market price less the fair market value (as determined
by the Board of Directors) of the securities, evidences of indebtedness or
assets so distributed.
The holders of the Series F Preferred Stock are entitled to
participate, on an as-converted basis, with the holders of the Series A TCI
Group Common Stock, with respect to any cash dividends or distributions declared
and paid on the Series A TCI Group Common Stock. Dividends or distributions on
the Series A TCI Group Common Stock which are not paid in cash would result in
the adjustment of the applicable conversion rate as described above.
Upon the dissolution, liquidation or winding up of the Company,
holders of the Series F Preferred Stock are 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 of Series F Preferred Stock, equal
to the sum of (x) $.01 and (y) the amount to be distributed per share of Series
A TCI Group Common Stock in such liquidation, dissolution or winding up
multiplied by the applicable conversion rate of a share of Series F Preferred
Stock.
The Series F Preferred Stock is subject to optional redemption by the
Company at any time after the 30th business day following issuance, in whole or
in part, at a redemption price, per share, equal to $24,875 (as adjusted in
respect of stock splits, reverse splits and other events affecting the shares of
Series F Preferred Stock), plus any dividends which have been declared but are
unpaid as of the date fixed for such redemption. The Company will pay the
redemption price (or designated portion thereof) of the shares of Series F
Preferred Stock called for redemption by issuing to the holder thereof, in
respect of its shares to be redeemed, a number of shares of Series A TCI Group
Common Stock equal to the aggregate redemption price (or designated portion
thereof) of such shares divided by the average market price of the Series A TCI
Group Common Stock for a period specified, and subject to the adjustments
described, in the certificate of designations establishing the Series F
Preferred Stock.
The Series F Preferred Stock ranks senior to the TCI Group Common
Stock and Liberty Media Group Common Stock and the Class B Preferred Stock and
on a parity with the Series C Preferred Stock and the Series D Preferred Stock
as to dividend rights, rights to redemption and rights on liquidation.
If at any time the Company has declared a dividend on the Series F
Preferred Stock and failed to pay or set aside consideration sufficient to pay
such dividend, or if the Company declares a cash dividend on the shares of
Series A TCI Group Common Stock and fails to pay or set aside the participating
dividend required to be paid to the holders of the Series F Preferred Stock,
then (i) the Company may not declare or pay any dividend on or make any
distribution with respect to any parity stock or junior stock or set aside any
money or assets for any such purpose until such dividend payable to the holders
of Series F Preferred Stock has been paid or consideration sufficient to pay
such dividend has been set aside for such purpose, and (ii) neither the Company
nor any subsidiary thereof may redeem, exchange, purchase or otherwise acquire
any shares of Series F Preferred Stock, parity stock or junior stock, or set
aside any money or assets for any such purpose, unless all then outstanding
shares of such parity stock
-37-
<PAGE>
required to be redeemed under such circumstances are redeemed. If the Company
fails to redeem shares of Series F 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 any junior stock or set aside money or assets for
any such purpose, and neither the Company nor any subsidiary may redeem any
parity stock or junior stock, or purchase or otherwise acquire any Series F
Preferred Stock, parity stock or junior stock, or set aside any money or assets
for any such purpose, until such shares of Series F Preferred Stock are
redeemed. The failure of the Company to pay any dividends on any class or
series of parity stock or to redeem on any date fixed for redemption any shares
of Series F Preferred Stock will not prevent the Company from (i) paying any
dividends on junior stock solely in shares of junior stock or the redemption or
other acquisition of junior stock solely in exchange for (together with a cash
adjustment for fractional shares, if any) shares of junior stock; or (ii) the
payment of dividends on any parity stock solely in shares of parity stock and/or
junior stock or the redemption or other acquisition of parity stock solely in
exchange for (together with a cash adjustment for fractional shares, if any), or
through the application of the proceeds from the sale of, shares of parity stock
and/or junior stock.
The Series F Preferred Stock has no voting rights, except as required
by the DGCL, and except that such shares will vote with the TCI Group Common
Stock and the Liberty Media Group Common Stock and any class or series of
Preferred Stock entitled to vote thereon, on the basis of one vote per share, in
any general election of directors of the Company.
OTHER MATTERS
The DGCL, the Charter and the Company's Bylaws contain provisions
which may serve to discourage or make more difficult a change in control of the
Company without the support of the Board of Directors or without meeting various
other conditions. The principal provisions of the DGCL and the aforementioned
corporate governance documents are outlined below.
DGCL Section 203, in general, prohibits a "business combination"
between a corporation and an "interested stockholder" within three years of the
date such stockholder became an "interested stockholder," unless (i) prior to
such date the board of directors of the corporation approved either the business
combination or the transaction which resulted in the stockholder becoming an
interested stockholder, (ii) upon consummation of the transaction which resulted
in the stockholder becoming an interested stockholder, the interested
stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced, exclusive of shares owned by
directors who are also officers and by certain employee stock plans or (iii) on
or after such date, the business combination is approved by the board of
directors and authorized by the affirmative vote at a stockholders' meeting of
at least 66 2/3% of the outstanding voting stock which is not owned by the
interested stockholder. The term "business combination" is defined to include,
among other transactions between the interested stockholder and the corporation
or any direct or indirect majority-owned subsidiary thereof, a merger or
consolidation; a sale, pledge, transfer or other disposition (including as part
of a dissolution) of assets having an aggregate market value equal to 10% or
more of either the
-38-
<PAGE>
aggregate market value of all assets of the corporation on a consolidated basis
or the aggregate market value of all the outstanding stock of the corporation;
certain transactions that would increase the interested stockholder's
proportionate share ownership of the stock of any class or series of the
corporation or such subsidiary; and any receipt by the interested stockholder of
the benefit of any loans, advances, guarantees, pledges or other financial
benefits provided by or through the corporation or any such subsidiary. In
general, and subject to certain exceptions, an "interested stockholder" is any
person who is the owner of 15% or more of the outstanding voting stock (or, in
the case of a corporation with classes of voting stock with disparate voting
power, 15% or more of the voting power of the outstanding voting stock) of the
corporation, and the affiliates and associates of such person. The term "owner"
is broadly defined to include any person that individually or with or through
his or its affiliates or associates, among other things, beneficially owns such
stock, or has the right to acquire such stock (whether such right is exercisable
immediately or only after the passage of time) pursuant to any agreement or
understanding or upon the exercise of warrants or options or otherwise or has
the right to vote such stock pursuant to any agreement or understanding, or has
an agreement or understanding with the beneficial owner of such stock for the
purpose of acquiring, holding, voting or disposing of such stock. The
restrictions of DGCL Section 203 do not apply to corporations that have elected,
in the manner provided therein, not to be subject to such section or, with
certain exceptions, which do not have a class of voting stock that is listed on
a national securities exchange or authorized for quotation on an interdealer
quotation system of a registered national securities association or held of
record by more than 2,000 stockholders. The Charter does not contain any
provision "opting out" of the application of DGCL Section 203 and the Company
has not taken any of the actions necessary for it to "opt out" of such
provision. As a result, the provisions of Section 203 will remain applicable to
transactions between the Company and any of its "interested stockholders."
The Charter also contains certain provisions which could make a change
in control of the Company more difficult. For example, the Charter requires,
subject to the rights, if any, of any class or series of Preferred Stock, the
affirmative vote of 66 2/3% of the total voting power of the outstanding shares
of Voting Stock, voting together as a single class, to approve (i) a merger or
consolidation of the Company with, or into, another corporation, other than a
merger or consolidation which does not require the consent of stockholders under
the DGCL or a merger or consolidation which has been approved by 75% of the
members of the Board of Directors (in which case, in accordance with the DGCL,
the affirmative vote of a majority of the total voting power of the outstanding
Voting Stock would, with certain exceptions, be required for approval), (ii) the
sale, lease or exchange of all or substantially all of the property and assets
of the Company or (iii) the dissolution of the Company. "Voting Stock" is
currently defined as the TCI Group Common Stock, the Liberty Media Group Common
Stock and any class or series of Preferred Stock entitled to vote generally with
the holders of Common Stock on matters submitted to stockholders for a vote. The
Charter also provides for a Board of Directors of not less than three members,
divided into three classes of approximately equal size, with each class to be
elected for a three-year term at each annual meeting of stockholders. The exact
number of directors, currently nine, is fixed by the Board of Directors. The
holders of TCI Group Common Stock, Liberty Media Group Common Stock, Class B
Preferred Stock and Series C
-39-
<PAGE>
Preferred Stock, voting together as a single class, vote in elections for
directors. (The Company's Series F Preferred Stock has voting rights, but
outstanding shares are not entitled to vote because they are held by
subsidiaries of the Company.) Stockholders of the Company do not have cumulative
voting rights.
The Charter authorizes the issuance of 50,000,000 shares of Series
Preferred Stock. Under the Charter, the Board of Directors is authorized,
without further action by the stockholders of the Company, to establish the
preferences, limitations and relative rights of the Series Preferred Stock. In
addition, 1,900,000,000 shares of the TCI Group Common Stock and 825,000,000
shares of Liberty Media Group Common Stock are currently authorized by the
Charter. The issue and sale of shares of TCI Group Common Stock, Liberty Media
Group Common Stock and/or Series Preferred Stock that are authorized and
available for issuance could occur in connection with an attempt to acquire
control of the Company, and the terms of such shares of Series Preferred Stock
could be designed in part to impede the acquisition of such control.
The Charter requires the affirmative vote of 66 2/3% of the total
voting power of the outstanding shares of Voting Stock, voting together as a
single class, to approve any amendment, alteration or repeal of any provision of
the Charter or the addition or insertion of other provisions therein.
The Charter and the Company's Bylaws provide that a special meeting of
stockholders will be held at any time, subject to the rights of the holders of
any class or series of Preferred Stock, upon the call of the Secretary of the
Company upon (i) the written request of the holders of not less than 66 2/3% of
the total voting power of the outstanding shares of Voting Stock or (ii) at the
request of not less than 75% of the members of the Board of Directors. Subject
to the rights of any class or series of Preferred Stock, the Company's Bylaws
require that written notice of the intent to make a nomination at a meeting of
stockholders must be received by the Secretary of the Company, at the Company's
principal executive offices, not later than (a) with respect to an election of
directors to be held at an annual meeting of stockholders, 90 days in advance of
such meeting, and (b) with respect to an election of directors to be held at an
annual meeting of stockholders, the close of business on the seventh day
following the day on which notice of such meeting is first given to
stockholders. The notice must contain: (1) the name and address of the
stockholder who intends to make the nomination and of the person or persons to
be nominated; (2) a representation that the stockholder is a holder of record of
the Company's Voting Stock entitled to vote at the meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice; (3) a description of all arrangements or understandings between
the stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder; (4) such other information regarding each nominee
proposed by such stockholder as would have been required to be included in a
proxy statement filed pursuant to the proxy rules of the Securities and Exchange
Commission had each proposed nominee been nominated, or intended to be
nominated, by the Board of Directors; and (5) the consent of each nominee to
serve as a director of the Company if so elected. Any actions
-40-
<PAGE>
to remove directors are required to be for "cause" (as defined in the Charter)
and be approved by the holders of 66 2/3% of the total voting power of the
outstanding shares entitled to vote in the election of directors.
ITEM 2. EXHIBITS
--------
Item 2 of the Form 8-A of Tele-Communications, Inc., a Delaware
corporation (the "Company"), is hereby amended to read in its entirety as
follows:
The following exhibits are filed as part of this Registration
Statement on Form 8-A:
*4.1 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)).
4.2 By-laws of the Company as adopted June 16, 1994.
4.3 Specimen Stock Certificate for Series A TCI Group Common Stock.
4.4 Specimen Stock Certificate for Series B TCI Group Common Stock.
4.5 Specimen Stock Certificate for Series A Liberty Media Group Common
Stock.
4.6 Specimen Stock Certificate for Series B Liberty Media Group Common
Stock.
- ----------
* Incorporated by reference as indicated pursuant to Rule 12b-32.
-41-
<PAGE>
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, thereto duly
authorized.
TELE-COMMUNICATIONS, INC.
By: /s/ Stephen M. Brett
---------------------------
Stephen M. Brett
Executive Vice President and Secretary
Date: September 29, 1995
-42-
<PAGE>
Exhibit Index
-------------
(Items marked with an * are incorporated by reference)
*4.1 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)).
4.2 By-laws of the Company as adopted June 16, 1994.
4.3 Specimen Stock Certificate for Series A TCI Group Common Stock.
4.4 Specimen Stock Certificate for Series B TCI Group Common Stock.
4.5 Specimen Stock Certificate for Series A Liberty Media Group Common
Stock.
4.6 Specimen Stock Certificate for Series B Liberty Media Group Common
Stock.
-43-
<PAGE>
EXHIBIT 4.2
BYLAWS
of
Tele-Communications, Inc.
As adopted June 16, 1994
<PAGE>
Tele-Communications, Inc.
A Delaware Corporation
BYLAWS
________________________
ARTICLE I
STOCKHOLDERS
Section 1.1 Annual Meeting.
--------------
An annual meeting of stockholders for the purpose of electing
directors and of transacting such other business as may come before it shall be
held each year at such date, time, and place, either within or without the State
of Delaware, as may be specified by the Board of Directors in the notice of
meeting.
Section 1.2 Special Meetings.
----------------
Except as otherwise provided in the terms of any class or series of
preferred stock or unless otherwise provided by law or by the Certificate of
Incorporation, special meetings of stockholders of the Corporation, for any
purpose or purposes, shall be called by the Secretary of the Corporation (i)
upon written request of the holders of not less than 66 2/3% of the total voting
power of the outstanding capital stock of the Corporation entitled to vote at
such meeting or (ii) at the request of not less than 75% of the members of the
Board of Directors then in office.
1
<PAGE>
Section 1.3 Notice of Meetings.
------------------
Written notice of stockholders meetings, stating the place, date, and
hour thereof, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be given by the Chairman of the Board, the
President, any Vice President, the Secretary, or an Assistant Secretary, to each
stockholder entitled to vote thereat at least ten days but not more than sixty
days before the date of the meeting, unless a different period is prescribed by
law.
Section 1.4 Notice of Nominations for
-------------------------
the Election of Directors.
-------------------------
(a) Subject to the rights of any class or series of preferred stock,
nominations for the election of directors may be made by the Board of Directors
or a committee appointed by the Board of Directors or by any stockholder
entitled to vote in the election of directors generally; provided, however, that
-------- -------
any stockholder entitled to vote generally in the election of directors may
nominate one or more persons for election as directors only if written notice of
such stockholder's intent to make such nomination(s) has been received by the
Secretary at the Corporation's principal executive office not later than (i)
with respect to any election to be held at an annual meeting of stockholders,
ninety (90) days in advance of such meeting, and (ii) with respect to an
election to be held at a special meeting of stockholders for election of
directors, the close of business on the seventh day following the day on which
notice of such meeting is communicated to stockholders. Such notice must
contain:
(1) the name and address of the stockholder who intends to make the
nomination(s) and of the person(s) to be nominated;
2
<PAGE>
(2) a representation that the stockholder intending to make such
nomination(s) is the holder of record of the capital stock entitled to vote at
the meeting and intends to appear in person or by proxy at the meeting to
nominate the person(s) specified in the notice;
(3) a description of all arrangements or understandings relating to
such election of directors between such stockholder, each person proposed to be
nominated and any other person or persons (naming such person or persons);
(4) such other information regarding the person(s) proposed to be
nominated for election as would have been required to be included in a proxy
statement filed pursuant to the proxy rules promulgated by the Securities and
Exchange Commission, had such person(s) been nominated, or intended to be
nominated, by the Board of Directors; and
(5) the consent of each person proposed to be nominated to serve as a
director of the Corporation if so elected.
(b) In the event that a person is validly designated as a nominee in
accordance with paragraph (a) above and thereafter becomes unable or unwilling
to stand for election to the Board of Directors, the stockholder proposing to
nominate such person may designate a substitute nominee by delivering, not fewer
than thirty days prior to the date of the meeting for the election of directors,
a written notice to the Secretary proposing a substitute nominee and setting
forth such information regarding such substitute nominee as would have been
required to be delivered to the Secretary pursuant to paragraph (a) above had
such substitute nominee been initially proposed as a nominee. Such notice shall
include a signed consent to serve as a director of the Corporation, if elected,
of such substitute nominee.
3
<PAGE>
(c) If the chairman of any meeting of stockholders for the election of
directors determines that the nomination of any candidate for election as a
director at such meeting was not made in accordance with the applicable
provisions of this Section 1.4, such nomination shall be void.
(d) The provisions of this Section 1.4 shall not apply to the
nomination or election of any directors to be elected by the holders of any
class or series of preferred stock.
Section 1.5 Quorum.
------
Subject to the rights of the holders of any class or series of
preferred stock and except as otherwise provided by law or in the Certificate of
Incorporation or these Bylaws, at any meeting of stockholders, the holders of a
majority in total voting power of the outstanding shares of stock entitled to
vote at the meeting shall be present or represented by proxy in order to
constitute a quorum for the transaction of any business. In the absence of a
quorum, the holders of a majority in total voting power of the shares that are
present in person or by proxy or the chairman of the meeting may adjourn the
meeting from time to time in the manner provided in Section 1.6 of these Bylaws
until a quorum shall attend.
Section 1.6 Adjournment.
-----------
Any meeting of stockholders, annual or special, may adjourn from time
to time to reconvene at the same or some other place, and notice need not be
given of any such adjourned meeting if the time and place thereof are announced
at the meeting at which the adjournment is taken. At the adjourned meeting, the
Corporation may transact any business which might have been transacted at the
original meeting. If the adjournment is for more than thirty days, or if after
the
4
<PAGE>
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
Section 1.7 Organization.
------------
The Chairman of the Board, or in his absence the President, or in
their absence any Vice President, shall call to order meetings of stockholders
and shall act as chairman of such meetings. The Board of Directors or, if the
Board fails to act the stockholders, may appoint any stockholder, director, or
officer of the Corporation to act as chairman of any meeting in the absence of
the Chairman of the Board, the President, and all Vice Presidents.
The Secretary shall act as secretary of all meetings of stockholders,
but, in the absence of the Secretary, the chairman of the meeting may appoint
any other person to act as secretary of the meeting.
Subject to the provisions of this Section and to the rights of the
holders of any class or series of preferred stock, meetings of stockholders
shall generally follow accepted rules of parliamentary procedure:
i. Except when overruled by a majority of the voting power represented
by the shares held by stockholders present in person or by proxy at the
meeting, the chairman of the meeting shall have absolute authority over
matters of procedure and to state the rules under which the voting shall be
conducted.
ii. If disorder shall arise which prevents continuation of the
legitimate business of the meeting, the chairman may quit the chair and
announce the adjournment of the meeting; and upon his so doing, the meeting
shall be deemed immediately adjourned.
5
<PAGE>
iii. The chairman may ask or require that anyone not a bona fide
stockholder or proxy leave the meeting.
iv. A resolution or motion shall be considered for a vote only if
proposed by a stockholder or duly authorized proxy, and seconded by an
individual who is a stockholder or a duly authorized proxy, other than the
individual who proposed the resolution on motion.
Section 1.8 Voting.
------
Subject to the rights of the holders of any class or series of
preferred stock and except as otherwise provided by law, the Certificate of
Incorporation or these Bylaws and except for the election of directors, at any
meeting duly called and held at which a quorum is present, the affirmative vote
of the majority in voting power of shares present in person or represented by
proxy at the meeting and entitled to vote on the subject matter shall be the act
of the stockholders. At any meeting duly called and held for the election of
directors at which a quorum is present, directors shall be elected by a
plurality of the votes of the shares present in person or represented by proxy
at the meeting and entitled to vote on the election of directors.
Section 1.9 Voting List.
-----------
(a) A complete list of the stockholders of the Corporation entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number and class of shares registered in the name of
each stockholder shall be prepared by the officer who has charge of the stock
ledger of the Corporation at least 10 days before every meeting of stockholders.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
10 days prior to the
6
<PAGE>
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.
(b) Upon the willful neglect or refusal of the directors to produce
such a list at any meeting for the election of directors, they shall be
ineligible for election to any office at such meeting.
(c) The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by this
section or the books of the corporation or to vote in person or by proxy at any
meeting of stockholders.
Section 1.10 Stockholder Action Without a Meeting.
------------------------------------
Subject to the rights of the holders of any class or series of
preferred stock, stockholder action may be taken only at an annual or special
meeting. Except as otherwise provided in the terms of any class or series of
preferred stock, no action required to be taken or which may be taken at any
annual meeting or special meeting of stockholders may be taken without a
meeting, and the power of stockholders to consent in writing, without a meeting,
is specifically denied.
ARTICLE II
BOARD OF DIRECTORS
Section 2.1 Number and Term of Office.
-------------------------
(a) The governing body of this Corporation shall be a Board of
Directors. Subject to any rights of the holders of any class or series of
preferred stock to elect additional
7
<PAGE>
directors, the number of directors shall be comprised of not less than three (3)
members. The Board of Directors, by resolution adopted by vote of a majority of
the then authorized number of directors, may increase or decrease the number of
directors. Directors need not be stockholders of the Corporation.
(b) Except as otherwise fixed by the Certificate of Incorporation
relating to the rights of the holders of any class or series of preferred stock
to separately elect additional directors, which additional directors are not
required to be classified pursuant to the terms of such class or series of
preferred stock, the Board of Directors shall be divided into three classes:
Class I, Class II and Class III. Each class shall consist, as nearly as
possible, of a number of directors equal to one-third (33 1/3%) of the then
authorized number of members of the Board of Directors. The term of office of
the initial Class I directors shall expire at the annual meeting of stockholders
in 1995; the term of office of the initial Class II directors shall expire at
the annual meeting of stockholders in 1996; and the term of office of the
initial Class III directors shall expire at the annual meeting of stockholders
in 1997. At each annual meeting of stockholders of the Corporation the
successors of that class of directors whose term expires at that meeting shall
be elected to hold office for a term expiring at the annual meting of
stockholders held in the third year following the year of their election. The
directors of each class will serve until their respective successors are elected
and qualified.
Section 2.2 Resignations.
------------
Any director of the Corporation, or any member of any committee, may
resign at any time by giving written notice to the Board of Directors, the
Chairman of the Board or the President or Secretary of the Corporation. Any
such resignation shall take effect at the time specified therein
8
<PAGE>
or, if the time be not specified therein, then upon receipt thereof. The
acceptance of such resignation shall not be necessary to make it effective.
Section 2.3 Removal of Directors.
--------------------
Subject to the rights of the holders of any class or series of
preferred stock, directors may be removed from office only for cause (as
hereinafter defined), but not without cause, upon the affirmative vote of the
holders of not less than 66 2/3% of the total voting power of the then
outstanding capital stock of the Corporation entitled to vote thereon, voting
together as a single class. Except as may otherwise be provided by law, "cause"
for removal, for purposes of this Section, shall exist only if: (i) the director
whose removal is proposed has been convicted of a felony, or has been granted
immunity to testify in an action where another has been convicted of a felony,
by a court of competent jurisdiction and such conviction is no longer subject to
direct appeal; (ii) such director has became mentally incompetent, whether or
not so adjudicated, which mental incompetence directly affects his ability as a
director of the Corporation, as determined by not less than 66 2/3% of the
members of the Board then in office (other than such director); or (iii) such
director's actions or failure to act have been determined by not less than
66 2/3% of the members of the Board of Directors then in office (other than such
director) to be in derogation of the director's duties.
Section 2.4 Newly Created Directorships and Vacancies.
-----------------------------------------
Subject to the rights of the holders of any class or series of
preferred stock, vacancies on the Board of Directors resulting from death,
resignation, removal, disqualification or other cause, and newly created
directorships resulting from any increase in the number of directors on the
Board of Directors, shall be filled by the affirmative vote of a majority of the
remaining directors then in
9
<PAGE>
office (even though less than a quorum) or by the sole remaining director. Any
director elected in accordance with the preceding sentence shall hold office for
the remainder of the full term of the class of directors in which the vacancy
occurred or to which the new directorship is apportioned, and until such
director's successor shall have been elected and qualified. No decrease in the
number of directors constituting the Board of Directors shall shorten the term
of any incumbent director, except as may be provided in the terms of any class
or series of preferred stock with respect to any additional director elected by
the holders of such class or series of preferred stock.
Section 2.5 Chairman of the Board.
---------------------
The directors shall elect one of their members to be Chairman of the
Board of Directors. The Chairman shall be subject to the control of and may be
removed by the Board of Directors. He shall perform such duties as may from
time to time be assigned to him by the Board of Directors.
Section 2.6 Meetings.
--------
The annual meeting of the Board of Directors, for the election of
officers and the transaction of such other business as may come before the
meeting, shall be held without notice at the same place as, and immediately
following, the annual meeting of the stockholders. Meetings (regular or
special) of the Board of Directors shall be held not less often than four times
a year.
Notice of each regular meeting shall be furnishing in writing to each
member of the Board of Directors not less than five days in advance of said
meeting, unless such notice requirement is waived in writing by each member. No
notice need be given of the meeting following an Annual Meeting of Stockholders.
10
<PAGE>
Special meetings of the Board of Directors shall be held at such time
and place as shall be designated in the notice of the meeting. Special Meetings
of the Board of Directors may be called by the Chairman of the Board, and shall
be called by the President or Secretary of the Corporation upon the written
request of not less than 75% of the members of the Board of Directors then in
office.
Section 2.7 Notice of Special Meetings.
--------------------------
The Secretary, or in his absence any other officer of the Corporation,
shall give each director notice of the time and place of holding of special
meetings of the Board of Directors by mail at least 10 days before the meeting,
or by telegram, cable, radiogram, or personal service at least 3 days before the
meeting unless such notice requirement is waived in writing by each member.
Unless otherwise stated in the notice thereof, any and all business may be
transacted at any meeting without specification of such business in the notice.
Section 2.8 Quorum and Organization of Meetings.
-----------------------------------
A majority of the total number of members of the Board of Directors as
constituted from time to time shall constitute a quorum for the transaction of
business, but, if at any meeting of the Board of Directors (whether or not
adjourned from a previous meeting) there shall be less than a quorum present, a
majority of those present may adjourn the meeting to another time and place, and
the meeting may be held as adjourned without further notice or waiver. Except
as otherwise provided by law, the Certificate of Incorporation or these Bylaws,
a majority of the directors present at any meeting at which a quorum is present
may decide any question brought before such meeting. Meetings shall be presided
over by the Chairman of the Board or in his absence by such other person as the
directors may select. The Board of Directors shall keep written minutes of its
meetings. The
11
<PAGE>
Secretary of the Corporation shall act as secretary of the meeting, but in his
absence the chairman of the meeting may appoint any person to act as secretary
of the meeting.
Section 2.9 Indemnification.
---------------
The Corporation shall indemnify members of the Board of Directors and
officers of the Corporation and their respective heirs, personal representatives
and successors in interest for or on account of any action performed on behalf
of the Corporation, to the fullest extent provided by the laws of the State of
Delaware and the Corporation's Certificate of Incorporation, as now or hereafter
in effect.
Section 2.10 Executive Committee of the Board of Directors.
---------------------------------------------
The Board of Directors, by the affirmative vote of not less than 75%
of the members of the Board of Directors then in office, may designate an
executive committee, all of whose members shall be directors, to manage and
operate the affairs of the Corporation or particular properties or enterprises
of the Corporation. Subject to the limitations of the law of the State of
Delaware and the Certificate of Incorporation, such executive committee shall
exercise all powers and authority of the Board of Directors in the management of
the business and affairs of the Corporation including, but not limited to, the
power and authority to authorize the issuance of shares of common stock in an
amount not in excess of such number of shares as shall be specifically
authorized from time to time by the Board of Directors in respect of a
particular transaction. The executive committee shall keep minutes of its
meetings and report to the Board of Directors not less often than quarterly on
its activities and shall be responsible to the Board of Directors for the
conduct of the enterprises and affairs entrusted to it.
Section 2.11 Other Committees of the Board of Directors.
------------------------------------------
12
<PAGE>
The Board of Directors may by resolution establish committees other
than an executive committee and shall specify with particularity the powers and
duties of any such committee. Subject to the limitations of the laws of the
State of Delaware and the Certificate of Incorporation, any such committee shall
exercise all powers and authority specifically granted to it by the Board of
Directors, which powers may include the authority to authorize the issuance of
shares of common stock in an amount not to excess of such number of shares as
shall be specifically authorized from time to time by the Board of Directors in
respect of a particular transaction. Such committees shall serve at the
pleasure of the Board; keep minutes of their meetings; and have such names as
the Board of Directors by resolution may determine and shall be responsible to
the Board of Directors for the conduct of the enterprises and affairs entrusted
to them.
Section 2.12 Committees Generally.
--------------------
The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member of any meeting of such committee. In the absence or disqualification of
a member of a committee, the member or members thereof present at any meeting
and not disqualified from voting,whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting in place of any such absent or disqualified member. Each committee
which may be established by the Board of Directors pursuant to these Bylaws may
fix its own rules and procedures. Notice of meetings of committees, other than
of regular meetings provided for by such rules, shall be given to committee
members.
13
<PAGE>
Section 2.13 Directors' Compensation.
-----------------------
Directors shall receive such compensation for attendance at any
meetings of the Board and any expenses incidental to the performance of their
duties as the Board of Directors shall determine by resolution. Such
compensation may be in addition to any compensation received by the members of
the Board of Directors in any other capacity.
Section 2.14 Action Without Meeting.
----------------------
Nothing contained in these Bylaws shall be deemed to restrict the
power of members of the Board of Directors or any committee designated by the
Board to take any action required or permitted to be taken by them without a
meeting.
Section 2.15 Telephone Meetings.
------------------
Nothing contained in these Bylaws shall be deemed to restrict the
power of members of the Board of Directors, or any committee designated by the
Board of Directors, to participate in a meeting of the Board of Directors, or
committee, by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other.
ARTICLE III
OFFICERS
Section 3.1 Executive Officers.
------------------
The Board of Directors shall elect from its own number, at its first
meeting after each annual meeting of stockholders, a Chairman of the Board and a
President. The Board of Directors may also elect such Vice Presidents as in the
opinion of the Board of Directors the business of the
14
<PAGE>
Corporation requires, a Treasurer and a Secretary, any of whom may or may not be
directors. The Board of Directors may also elect, from time to time, such other
or additional officers as in its opinion are desirable for the conduct of
business of the Corporation. Each officer shall hold office until the first
meeting of the Board of Directors following the next annual meeting of
stockholders following their respective election. Any person may hold at one
time two or more offices; provided, however, that the President shall not hold
-------- -------
any other office except that of Chairman of the Board.
Section 3.2 Powers and Duties of Officers.
-----------------------------
The Chairman of the Board shall have overall responsibility for the
management and direction of the business and affairs of the Corporation and
shall exercise such duties as customarily pertain to the office of Chairman of
the Board and such other duties as may be prescribed from time to time by the
Board of Directors. He shall be the senior officer of the Corporation and in
case of the inability or failure of the President to perform his duties, he
shall perform the duties of the President. He may appoint and terminate the
appointment or election of officers, agents, or employees other than those
appointed or elected by the Board of Directors. He may sign, execute and
deliver, in the name of the Corporation, powers of attorney, contracts, bonds
and other obligations which implement policies established by the Board of
Directors. The Chairman shall preside at all meetings of stockholders and of
the Board of Directors, and shall perform such other duties as may be prescribed
from time to time by the Board of Directors or these Bylaws.
The President of the Corporation shall be responsible for the active
direction of the daily business of the Corporation and shall exercise such
duties as customarily pertain to the office of President and such other duties
as may be prescribed from time to time by the Board of Directors. The President
may sign, execute and deliver, in the name of the Corporation, powers of
attorney,
15
<PAGE>
contracts, bonds and other obligations which implement policies established by
the Board of Directors. In the absence or disability of the Chairman of the
Board the President shall perform the duties and exercise the powers of the
Chairman of the Board.
Vice Presidents shall have such powers and perform such duties as may
be assigned to them by the Chairman of the Board, the President, the executive
committee, if any, or the Board of Directors. A Vice President may sign and
execute contracts and other obligations pertaining to the regular course of his
duties which implement policies established by the Board of Directors.
The Treasurer shall be the chief financial officer of the Corporation.
Unless the Board of Directors otherwise declares by resolution, the Treasurer
shall have general custody of all the funds and securities of the Corporation
and general supervision of the collection and disbursement of funds of the
Corporation. He shall endorse for collection on behalf of the Corporation
checks, notes and other obligations, and shall deposit the same to the credit of
the Corporation in such bank or banks or depository as the Board of Directors
may designate. He may sign, with the Chairman of the Board, President, or such
other person or persons as may be designated for the purpose by the Board of
Directors, all bills of exchange or promissory notes of the Corporation. He
shall enter or cause to be entered regularly in the books of the Corporation a
full and accurate account of all moneys received and paid by him on account of
the Corporation; shall at all reasonable times exhibit his books and accounts to
any director of the Corporation upon application at the office of the
Corporation during business hours; and, whenever required by the Board of
Directors or the President, shall render a statement of his accounts. He shall
perform such other duties as may be prescribed from time to time by the Board of
Directors or by these Bylaws. He may be required to give bond for the faithful
performance of his duties in such sum and with
16
<PAGE>
such surety as shall be approved by the Board of Directors. Any Assistant
Treasurer shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.
The Secretary shall keep the minutes of all meetings of the
stockholders and of the Board of Directors. The Secretary shall cause notice to
be given of meetings of stockholders, of the Board of Directors, and of any
committee appointed by the Board of Directors. He shall have custody of the
corporate seal, minutes and records relating to the conduct and acts of the
stockholders and Board of Directors, which shall, at all reasonable times, be
open to the examination of any director. The Secretary or any Assistant
Secretary may certify the record of proceedings of the meetings of the
stockholders or of the Board of Directors or resolutions adopted at such
meetings; may sign or attest certificates, statements or reports required to be
filed with governmental bodies or officials; may sign acknowledgments of
instruments; may give notices of meetings; and shall perform such other duties
and have such other powers as the Board of Directors may from time to time
prescribe.
Section 3.3 Bank Accounts.
-------------
In addition to such bank accounts as may be authorized in the usual
manner by resolution of the Board of Directors, the Treasurer, with approval of
the Chairman of the Board or the President, may authorize such bank accounts to
be opened or maintained in the name and on behalf of the Corporation as he may
deem necessary or appropriate, provided payments from such bank accounts are to
be made upon and according to the check of the Corporation, which may be signed
jointly or singularly by either the manual or facsimile signature or signatures
of such officers
17
<PAGE>
or bonded employees of the Corporation as shall be specified in the written
instructions of the Treasurer or Assistant Treasurer of the Corporation with the
approval of the Chairman of the Board or the President of the Corporation.
Section 3.4 Proxies.
-------
Unless otherwise provided in the Certificate of Incorporation or
directed by the Board of Directors, the Chairman of the Board or the President
or their designees shall have full power and authority on behalf of the
Corporation to attend and to vote upon all matters and resolutions at any
meeting of stockholders of any corporation in which this Corporation may hold
stock, and may exercise on behalf of this Corporation any and all of the rights
and powers incident to the ownership of such stock at any such meeting, whether
regular or special, and at all adjournments thereof, and shall have power and
authority to execute and deliver proxies and consents on behalf of this
Corporation in connection with the exercise by this Corporation of the rights
and powers incident to the ownership of such stock, with full power of
substitution or revocation.
ARTICLE IV
CAPITAL STOCK
Section 4.1 Stock Certificates.
------------------
The interest of each stockholder of the Corporation shall be evidenced
by certificates for shares of stock, certifying the class and number of shares
represented thereby and in such form, not inconsistent with the law of the State
of Delaware or the Certificate of Incorporation of the Corporation, as the Board
of Directors may from time to time prescribe.
The certificates of stock shall be signed by the Chairman of the Board
of Directors or the President and by the Secretary or the Treasurer, and sealed
with the seal of the Corporation.
18
<PAGE>
Such seal may be a facsimile, engraved or printed. Where any certificate is
manually signed by a transfer agent or by a registrar, the signatures of any
officers upon such certificate may be facsimiles, engraved or printed. In case
any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon any certificate shall have ceased to be such
before the certificate is issued, it may be issued by the Corporation with the
same effect as if such officer, transfer agent or registrar had not ceased to be
such at the time of its issue.
Section 4.2 Transfer of Shares.
------------------
(a) Shares of the capital stock of the Corporation may be transferred
on the books of the Corporation only by the holder of such shares or by his duly
authorized attorney, upon the surrender to the Corporation or its transfer agent
of the certificate representing such stock properly endorsed.
(b) The person in whose name shares of stock stand on the books of the
Corporation shall be deemed by the Corporation to be the owner thereof for all
purposes, and the Corporation shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of the state of Delaware.
Section 4.3 Fixing Record Date.
------------------
In order that the Corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion, or exchange of stock, or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which, unless
otherwise provided
19
<PAGE>
by law, shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action.
Section 4.4 Lost Certificates.
-----------------
The Board of Directors or any transfer agent of the Corporation may
direct a new certificate or certificates representing stock of the Corporation
to be issued in place of any certificate or certificates theretofore issued by
the Corporation, alleged to have been lost, stolen, or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate to be
lost, stolen, or destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors (or any transfer agent of the Corporation
authorized to do so by a resolution of the Board of Directors) may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen, or destroyed certificate or certificates, or his
legal representative, to give the Corporation a bond in such sum as the Board of
Directors (or any transfer agent so authorized) shall direct to indemnify the
Corporation against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost, stolen, or destroyed or
the issuance of such new certificates, and such requirement may be general or
confined to specific instances.
Section 4.5 Transfer Agent and Registrar.
----------------------------
The Board of Directors may appoint one or more transfer agents and one
or more registrars, any may require all certificates for shares to bear the
manual or facsimile signature or signatures of any of them.
Section 4.6 Regulations.
-----------
20
<PAGE>
The Board of Directors shall have power and authority to make all such
rules and regulations as it may deem expedient concerning the issue, transfer,
registration, cancellation, and replacement of certificates representing stock
of the Corporation.
ARTICLE V
GENERAL PROVISIONS
Section 5.1 Offices.
-------
The Corporation shall maintain a registered office in the State of
Delaware as required by law. The Corporation may also have offices in such
other places, either within or without the State of Delaware, as the Board of
Directors may from time to time designate or as the business of the Corporation
may require.
Section 5.2 Corporate Seal.
--------------
The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization, and the words "Corporate Seal" and
"Delaware".
Section 5.3 Fiscal Year.
-----------
The fiscal year of the Corporation shall be determined by resolution
of the Board of Directors.
Section 5.4 Notices and Waivers Thereof.
---------------------------
Whenever any notice whatever is required by law, the Certificate of
Incorporation, or these Bylaws to be given to any stockholder, director or
officer, such notice, except as otherwise provided by law, may be given
personally, or by mail, or, in the case of directors or officers, by telegram,
cable or facsimile transmission, addressed to such address as appears on the
books of the Corporation. Any notice given by telegram, cable or facsimile
transmission shall be deemed to have
21
<PAGE>
been given when it shall have been delivered for transmission and any notice
given by mail shall be deemed to have been given three business days after it
shall have been deposited in the United States mail with postage thereon
prepaid.
Whenever any notice is required to be given by law, the Certificate of
Incorporation, or these Bylaws, a written waiver thereof, signed by the person
entitled to such notice, whether before or after the meeting or the time stated
therein, shall be deemed equivalent in all respects to such notice to the full
extent permitted by law.
Section 5.5 Saving Clause.
-------------
These Bylaws are subject to the provisions of the Certificate of
Incorporation and applicable law. In the event any provision of these Bylaws is
inconsistent with the Certificate of Incorporation or the corporate laws of the
State of Delaware, such provision shall be invalid to the extent only of such
conflict, and such conflict shall not affect the validity of all other
provisions of these Bylaws.
Section 5.6 Amendments.
----------
In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware, the Board of Directors, by action taken by the
affirmative vote of not less than 75% of the members of the Board of Directors
then in office, is hereby expressly authorized and empowered to adopt, amend or
repeal any provision of the Bylaws of this Corporation.
Subject to the rights of the holders of any class or series of
preferred stock, these Bylaws may be adopted, amended or repealed by the
affirmative vote of the holders of not less than 66 2/3% of the total voting
power of the then outstanding capital stock of the Corporation entitled to vote
thereon; provided, however, that this paragraph shall not apply to, and no vote
of the
22
<PAGE>
stockholders of the Corporation shall be required to authorize, the adoption,
amendment or repeal of any provision of the Bylaws by the Board of Directors in
accordance with the preceding paragraph.
23
<PAGE>
EXHIBIT 4.3
[LOGO]
SERIES A TCI GROUP SERIES A TCI GROUP
COMMON STOCK COMMON STOCK
NUMBER SHARES
TELE-COMMUNICATIONS, INC.
INCORPORATED UNDER THE LAWS OF CUSIP 87924V 10 1
THE STATE OF DELAWARE
SERIES A TCI GROUP COMMON STOCK
This certifies that ______________
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF SERIES A TCI GROUP COMMON
STOCK OF THE PAR VALUE OF $1 PER SHARE OF
-------------------------TELE-COMMUNICATIONS, INC.-------------
(the "Corporation") transferable on the books of the Corporation by
the holder hereof in person or by duly authorized attorney upon
surrender of this Certificate properly endorsed. The Corporation will
furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof of the
Corporation and the qualifications, limitations or restrictions of
such preferences and/or rights. This Certificate is not valid unless
countersigned by the Transfer Agent and Registrar of the Corporation.
WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated:
Stephen M. Brent John C. Malone
Secretary President
[SEAL]
COUNTERSIGNED:
TRANSFER AGENT
THE BANK OF NEW YORK AND REGISTRAR
BY (New York)
Authorized Signature
<PAGE>
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM- as tenants in common UNIF GIFT MIN ACT-_________________custodian_______________
TEN ENT- as tenants by the entireties (Cust) (Minor)
JT TEN- as joint tenants with right of
survivorship and not as tenants under Uniform Gifts to Minors
in common Act__________________________________________
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list
For Value received, _________________________ hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[ ]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
_________________________________________________________________________Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint ____________________________________________
_______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named Corporation with
full power of substitution in the premises.
Dated, __________________________
X
---------------------------------------------------------------------
X
---------------------------------------------------------------------
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
SIGNATURE(S) GUARANTEED:
By
- --------------------------------------------------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.
<PAGE>
EXHIBIT 4.4
[LOGO]
SERIES B TCI GROUP SERIES B TCI GROUP
COMMON STOCK COMMON STOCK
NUMBER SHARES
TELE-COMMUNICATIONS, INC.
INCORPORATED UNDER THE LAWS OF CUSIP 87924V 20 0
THE STATE OF DELAWARE
SERIES B TCI GROUP COMMON STOCK
This certifies that ______________
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF SERIES B TCI GROUP COMMON
STOCK OF THE PAR VALUE OF $1 PER SHARE OF
----------------------TELE-COMMUNICATIONS, INC.--------------
(the "Corporation") transferable on the books of the Corporation by
the holder hereof in person or by duly authorized attorney upon
surrender of this Certificate properly endorsed. The Corporation will
furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof of the
Corporation and the qualifications, limitations or restrictions of
such preferences and/or rights. This Certificate is not valid unless
countersigned by the Transfer Agent and Registrar of the Corporation.
WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated:
Stephen M. Brent John C. Malone
Secretary President
[SEAL]
COUNTERSIGNED: TRANSFER AGENT
THE BANK OF NEW YORK AND REGISTRAR
BY (New York)
Authorized Signature
<PAGE>
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM- as tenants in common UNIF GIFT MIN ACT-_________________custodian_______________
TEN ENT- as tenants by the entireties (Cust) (Minor)
JT TEN- as joint tenants with right of
survivorship and not as tenants under Uniform Gifts to Minors
in common Act__________________________________________
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list
For Value received, _________________________ hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[ ]
- -------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
_________________________________________________________________________Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint ____________________________________________
_______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named Corporation with
full power of substitution in the premises.
Dated, __________________________
X
---------------------------------------------------------------------
X
---------------------------------------------------------------------
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
SIGNATURE(S) GUARANTEED:
By
- --------------------------------------------------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.
<PAGE>
EXHIBIT 4.5
[LOGO]
TELE-COMMUNICATIONS, INC. TELE-COMMUNICATIONS, INC.
SERIES A LIBERTY MEDIA SERIES A LIBERTY MEDIA
GROUP COMMON STOCK GROUP COMMON STOCK
NUMBER SHARES
TELE-COMMUNICATIONS, INC.
INCORPORATED UNDER THE LAWS OF CUSIP 87924V 50 7
THE STATE OF DELAWARE
SERIES A LIBERTY MEDIA GROUP COMMON STOCK
This certifies that ______________
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF SERIES A LIBERTY MEDIA GROUP COMMON
STOCK OF THE PAR VALUE OF $1 PER SHARE OF
-------------------------TELE-COMMUNICATIONS, INC.-------------------------
(the "Corporation") transferable on the books of the Corporation by the
holder hereof in person or by duly authorized attorney upon surrender of
this Certificate properly endorsed. The Corporation will furnish without
charge to each stockholder who so requests the powers, designations,
preferences and relative, participating, optional or other special rights
of each class of stock or series thereof of the Corporation and the
qualifications, limitations or restrictions of such preferences and/or
rights. This Certificate is not valid unless countersigned by the Transfer
Agent and Registrar of the Corporation.
WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated:
Stephen M. Brent John C. Malone
Secretary President
[SEAL]
COUNTERSIGNED:
TRANSFER AGENT
THE BANK OF NEW YORK AND REGISTRAR
BY (New York)
Authorized Signature
<PAGE>
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM- as tenants in common UNIF GIFT MIN ACT- _________________custodian_______________
TEN ENT- as tenants by the entireties (Cust) (Minor)
JT TEN- as joint tenants with right of
survivorship and not as tenants under Uniform Gifts to Minors
in common Act__________________________________________
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list
For Value received, _________________________ hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[ ]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
__________________________________________________________________________Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint _____________________________________________
_______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named Corporation
with full power of substitution in the premises.
Dated, __________________________
X
----------------------------------------------------------------------
X
----------------------------------------------------------------------
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
SIGNATURE(S) GUARANTEED:
By
- --------------------------------------------------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.
<PAGE>
[LOGO]
TELE-COMMUNICATIONS, INC. TELE-COMMUNICATIONS, INC.
SERIES B LIBERTY MEDIA SERIES B LIBERTY MEDIA
GROUP COMMON STOCK GROUP COMMON STOCK
NUMBER SHARES
TELE-COMMUNICATIONS, INC.
INCORPORATED UNDER THE LAWS OF CUSIP 87924V 60 6
THE STATE OF DELAWARE
SERIES B LIBERTY MEDIA GROUP COMMON STOCK
This certifies that ______________
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF SERIES B LIBERTY MEDIA GROUP
COMMON STOCK OF THE PAR VALUE OF $1 PER SHARE OF
-------------------------TELE-COMMUNICATIONS, INC.-----------------
(the "Corporation") transferable on the books of the Corporation by the
holder hereof in person or by duly authorized attorney upon surrender of
this Certificate properly endorsed. The Corporation will furnish without
charge to each stockholder who so requests the powers, designations,
preferences and relative, participating, optional or other special rights
of each class of stock or series thereof of the Corporation and the
qualifications, limitations or restrictions of such preferences and/or
rights. This Certificate is not valid unless countersigned by the
Transfer Agent and Registrar of the Corporation.
WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated:
Stephen M. Brent John C. Malone
Secretary President
[SEAL]
COUNTERSIGNED: TRANSFER AGENT
THE BANK OF NEW YORK AND REGISTRAR
BY (New York)
Authorized Signature
<PAGE>
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM- as tenants in common UNIF GIFT MIN ACT-_________________custodian_______________
TEN ENT- as tenants by the entireties (Cust) (Minor)
JT TEN- as joint tenants with right of
survivorship and not as tenants under Uniform Gifts to Minors
in common Act__________________________________________
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list
For Value received, _________________________ hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[ ]
- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
_________________________________________________________________________Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint _____________________________________________
_______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named Corporation with
full power of substitution in the premises.
Dated, __________________________
X
----------------------------------------------------------------------
X
----------------------------------------------------------------------
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
SIGNATURE(S) GUARANTEED:
By
- --------------------------------------------------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.
