<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 7, 1995
REGISTRATION NO. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
________________
TELE-COMMUNICATIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 4841 84-1260157
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR CLASSIFICATION CODE NUMBER) IDENTIFICATION
ORGANIZATION) NO.)
TERRACE TOWER II
5619 DTC PARKWAY
ENGLEWOOD, COLORADO 80111-3000
(303) 267-5500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
THE SETTLEMENT PLAN AND RABBI TRUST AGREEMENT ENTERED INTO PURSUANT
TO THOMAS ADAMS, MARK ADAMSKI, ET. AL. V. TCI OF NORTHERN NEW JERSEY, INC. AND
------------------------------------------------------------------------------
THE TELE-COMMUNICATIONS, INC. EMPLOYEE STOCK PURCHASE PLAN
----------------------------------------------------------
(FULL TITLE OF THE PLAN)
__________________
STEPHEN M. BRETT, ESQ.
TELE-COMMUNICATIONS, INC.
TERRACE TOWER II
5619 DTC PARKWAY
ENGLEWOOD, COLORADO 80111-3000
(303) 267-5500
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
_____________
COPY TO:
LESLIE A. NICHOLS, ESQ.
SHERMAN & HOWARD L.L.C.
3000 FIRST INTERSTATE TOWER NORTH
633 SEVENTEENTH STREET
DENVER, COLORADO 80202
(303) 297-2900
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed Maximum Amount of
Title of Securities to be Amount to be Maximum Offering Aggregate Registration Fee
Registered(2) Registered(2) Price Per Share Offering Price (1)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Series A TCI Group 7,500 Shares $18.6875 $140,156.25
Common Stock, $1.00 par
value
Series A Liberty 2,500 Shares $27.1563 $ 67,890.75 $100
Media Group Common
Stock, $1.00 par
value
- -------------------------------------------------------------------------------------------------
</TABLE>
(1) Determined pursuant to Rule 457(h)(1) of the Securities Act of 1933, based
upon the average high and low prices reported on December 5, 1995.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The document(s) containing the employee benefit plan information
required by Item 1 of this Form and the statement of availability of registrant
information and other information required by Item 2 of this Form will be sent
or given to participants as specified by Rule 428(b)(1) under the Securities Act
of 1933, as amended (the "Securities Act"). In accordance with Rule 428(a) and
the requirements of Part I of Form S-8, such documents are not being filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as a prospectuses or prospectus supplements pursuant
to Rule 424 under the Securities Act. The Registrant shall maintain a file of
such documents in accordance with the provisions of Rule 428(a)(2) under the
Securities Act. Upon request, the Registrant shall furnish to the Commission or
its staff a copy or copies of all the documents included in such file.
The Registrant was incorporated in 1994 under the name "TCI/Liberty Holding
Company" for the purpose of combining the Registrant's predecessor Tele-
Communications, Inc. (renamed "TCI Communications, Inc." and referred to herein
as "TCIC"), and Liberty Media Corporation ("Liberty"). On August 4, 1994, the
mergers (the "TCI/Liberty Combination") of TCIC and Liberty with separate
wholly-owned subsidiaries of the Registrant were consummated and each of TCIC
and Liberty became wholly-owned subsidiaries of the Registrant. In connection
with the TCI/Liberty Combination, the Registrant changed its name to Tele-
Communications, Inc. and TCIC changed its name to TCI Communications, Inc.
Unless the context indicates otherwise, as used in this Prospectus the terms
"Registrant" or "Company" mean, on and after August 4, 1994, Tele-
Communications, Inc. (formerly named "TCI/Liberty Holding Company") and, before
August 4, 1994, TCIC (formerly named "Tele-Communications, Inc."), and their
respective consolidated subsidiaries.
1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Tele-Communications, Inc. (the
"Registrant") with the Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated herein by reference:
(a) (1) The latest annual report filed pursuant to Section 13(a) or 15(d)
of the Exchange Act by the Tele-Communications, Inc. Employee Stock
Purchase Plan (the "Plan"); and
(2) The Company's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Exchange Act; or
(3) The latest prospectus filed pursuant to Rule 424(b) under the
Securities Act that contains audited financial statements for the
Company's latest fiscal year for which such statements have been
filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant
document referred to in (a) above.
(c) The description of the common stock, $1 par value, of the Company
contained in a registration statement filed under Section 12 of the
Exchange Act, including any amendments or reports filed for the purpose
of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, as amended, subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part thereof from the date of the
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
All of the securities being registered are either registered under Section 12
of the Exchange Act or are plan interests.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
2
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides, generally, that
a corporation shall have the power to indemnify any person who was or is a party
or is threatened to be made a party to any action, suit or proceeding (except
actions by or in the right of the corporation) by reason of the fact that such
person is or was a director or officer of the corporation against all expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. A
corporation may similarly indemnify such person for expenses actually and
reasonably incurred by him in connection with the defense or settlement of any
action or suit by or in the right of the corporation, provided such person acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, in the case of claims, issues and
matters as to which such person shall have been adjudged liable to the
corporation, provided that a court shall have determined, upon application,
that, despite the adjudication of liability but in view of all of the
circumstances of the case, such person is fairly and reasonably entitled to
indemnify for such expenses which such court shall deem proper.
Section 102(b)(7) of the Delaware General Corporation Law provides,
generally, that the certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision may not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
section 174 of Title 8, or (iv) for any transaction from which the director
derived an improper personal benefit. No such provision may eliminate or limit
the liability of a director for any act or omission occurring prior to the date
when such provision becomes effective.
Article V, Section E of the Company's Amended and Restated Certification of
Incorporation provides as follows:
1. Limitation on Liability.
-----------------------
To the fullest extent permitted by the Delaware General Corporation
Law as the same exists or may hereafter be amended, a director of the
Corporation shall not be liable to the Corporation or any of its
stockholders for monetary damages for breach of fiduciary duty as a
director. Any repeal or modification of this paragraph 1 shall be
prospective only and shall not adversely affect any limitation, right
or protection of a director of the Corporation existing at the time of
such repeal or modification.
3
<PAGE>
2. Indemnification.
---------------
(a) RIGHT TO INDEMNIFICATION. The Corporation shall indemnify and hold
harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is
made or is threatened to be made a party or is otherwise involved in
any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "proceeding") by reason of the fact
that he, or a person for whom he is the legal representative, is or
was a director or officer of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture,
trust, enterprise or nonprofit entity, including service with respect
to employee benefit plans, against all liability and loss suffered and
expenses (including attorneys' fees) reasonably incurred by such
person. Such right of indemnification shall inure whether or not the
claim asserted is based on matters which antedate the adoption of this
Section E. The Corporation shall be required to indemnify a person in
connection with a proceeding (or part thereof) initiated by such
person only if the proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation.
(b) PREPAYMENT OF EXPENSES. The Corporation shall pay the expenses
(including attorneys' fees) incurred in defending any proceeding in
advance of its final disposition, provided, however, that the payment
of expenses incurred by a director or officer in advance of the final
disposition of the proceeding shall be made only upon receipt of an
undertaking by the director or officer to repay all amounts advanced
if it should be ultimately determined that the director or officer is
not entitled to be indemnified under this paragraph or otherwise.
(c) CLAIMS. If a claim for indemnification or payment of expenses
under this paragraph is not paid in full within 60 days after a
written claim therefor has been received by the Corporation, the
claimant may file suit to recover the unpaid amount of such claim and,
if successful in whole or in part, shall be entitled to be paid the
expense of prosecuting such claim. In any such action the Corporation
shall have the burden of proving that the claimant was not entitled to
the requested indemnification or payment of expenses under applicable
law.
(d) NON-EXCLUSIVITY OF RIGHTS. The rights conferred on any person by
this paragraph shall not be exclusive of any other rights which such
person may [have] or hereafter acquire under any statute, provision of
this Certificate, the Bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.
(e) OTHER INDEMNIFICATION. The Corporation's obligation, if any, to
indemnify any person who was or is serving at its request as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust, enterprise or nonprofit entity
shall be reduced by any amount such person may collect as
indemnification from such other corporation, partnership, joint
venture, trust, enterprise or nonprofit entity.
4
<PAGE>
Article II, Section 2.9 of the Company's Bylaws also contains an indemnity
provision, requiring the Company to indemnify members of the Board of Directors
and officers of the Company and their respective heirs, personal representatives
and successors in interest for or on account of any action performed on behalf
of the Company, to the extent provided by the Delaware corporation laws and the
Company's Certificate of Incorporation, as then or thereafter in effect.
The Company has also entered into indemnification agreements with each of its
directors (each director, an "indemnitee"). The indemnification agreements
provide (i) for the prompt indemnification to the fullest extent permitted by
law against any and all expenses, including attorneys' fees and all other costs,
expenses and obligations paid or incurred in connection with investigating,
defending, being a witness or participating in (including on appeal), or in
preparing for ("Expenses"), any threatened, pending or completed action, suit or
proceeding, or any inquiry or investigation ("Claim"), related to the fact that
such indemnitee is or was a director, officer, employee, agent or fiduciary of
the Company or is or was serving at the Company's request as a director,
officer, employee, trustee, agent or fiduciary of another corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise, or
by reason of anything done or not done by a director or officer in any such
capacity, and against any and all judgments, fines, penalties and amounts paid
in settlement (including all interest, assessments and other charges paid or
payable in connection therewith) of any Claim, unless the Reviewing Party (one
or more members of the Board of Directors or other person appointed by the Board
of Directors, who is not a party to the particular claim, or independent legal
counsel) determines that such indemnification is not permitted under applicable
law and (ii) for the prompt advancement of Expenses, and for reimbursement to
the Company if the Reviewing Party determines that such indemnitee is not
entitled to such indemnification under applicable law. In addition, the
indemnification agreements provide (i) a mechanism through which an indemnitee
may seek court relief in the event the Reviewing Party determines that the
indemnitee would not be permitted to be indemnified under applicable law (and
therefore is not entitled to indemnification or expense advancement under the
indemnification agreement) and (ii) indemnification against all expenses
(including attorneys' fees), and advancement thereof if requested, incurred by
the indemnitee in seeking to collect an indemnity claim or advancement of
expenses from the Company or incurred in seeking to recover under a directors'
and officers' liability insurance policy, regardless of whether successful or
not. Furthermore, the indemnification agreements provide that after there has
been a "change in control" in the Company (as defined in the indemnification
agreements), other than a change in control approved by a majority of directors
who were directors prior to such change, then, with respect to all
determinations regarding a right to indemnity and the right to advancement of
Expenses, the Company will seek legal advice only from independent legal counsel
selected by the indemnitee and approved by the Company.
The indemnification agreements impose upon the Company the burden of proving
that an indemnitee is not entitled to indemnification in any particular case and
negate certain presumptions that may otherwise be drawn against an indemnitee
seeking indemnification in connection with the termination of actions in certain
circumstances. Indemnitees' rights under the indemnification agreements are not
exclusive of any other rights they may have under Delaware law, the Company's
Bylaws or otherwise. Although not requiring the maintenance of directors' and
officers' liability
5
<PAGE>
insurance, the indemnification agreements require that indemnitees be provided
with the maximum coverage available for any Company director or officer if there
is such a policy.
The Company may purchase liability insurance policies covering its directors
and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index and Exhibits at the end of this Registration
Statement.
The Registrant hereby undertakes that it will submit or has submitted
the Plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes
required by the IRS in order to qualify the plan under Section 401 of
the Internal Revenue Code.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to
6
<PAGE>
the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) and each filing of the annual report of the Plan pursuant to
Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Greenwood Village, State of Colorado, on
December 7, 1995.
TELE-COMMUNICATIONS, INC.
By: /s/ STEPHEN M. BRETT
___________________________
Stephen M. Brett,
Executive Vice President
and Secretary
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Brendan R. Clouston and Stephen M. Brett,
and each of them, his true and lawful attorneys-in-fact and agents, each with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
pre-effective and post-effective amendments) to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or either of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof. Pursuant to the
requirements of the Securities Act of 1933, this registration statement has been
signed by the following persons in the capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ BOB MAGNESS Chairman of the Board December 7, 1995
- --------------------------- and Director
(Bob Magness)
/s/ JOHN C. MALONE President and Director December 7, 1995
- --------------------------- (Principal Executive Officer)
(John C. Malone)
8
<PAGE>
/s/ DONNE F. FISHER
- --------------------------- Executive Vice President and December 7, 1995
(Donne F. Fisher) Director (Principal Financial
and Accounting Officer)
/s/ JOHN W. GALLIVAN Director December 7, 1995
- ---------------------------
(John W. Gallivan)
/s/ KIM MAGNESS Director December 7, 1995
- ---------------------------
(Kim Magness)
/s/ ROBERT A. NAIFY Director December 7, 1995
- ---------------------------
(Robert A. Naify)
/s/ JEROME H. KERN Director December 7, 1995
--------------------------
(Jerome H. Kern)
/s/ ANTHONY L. COELHO Director December 7, 1995
- ---------------------------
(Anthony L. Coelho)
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
persons who administer the Plan have duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Greenwood Village, State of Colorado, on December 7, 1995.
By: /s/ GARY BRACKEN
_____________________________________
Gary Bracken, Plan Administrator
9
<PAGE>
EXHIBIT INDEX
SEQUENTIAL
EXHIBITS PAGE NO.
- -------- --------
4.1 Restated Certificate of Incorporation of Registrant,
as amended, (Incorporated by reference to Current
Report on Form 8-K , Exhibit 99.1, dated August 10,
1995) (Commission File No. 0-020421)
4.2 Settlement Plan and Rabbi Trust Agreement
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of KPMG
23.4 Consent of KPMG Peat Marwick LLP
23.5 Consent of KPMG Finsterbusch Pickenhayn Sibille
23.6 Consent of KPMG Peat Marwick LLP
23.7 Consent of Price Waterhouse LLP
24 Power of Attorney (included on Page 8)
10
<PAGE>
EXHIBIT 4.2
SETTLEMENT PLAN AND RABBI TRUST AGREEMENT
-----------------------------------------
This Settlement Plan and Rabbi Trust Agreement is made effective on the ___
day of ________________, 1995, by TCI of Northern New Jersey, Inc. (the
"Company"). The provisions of the Settlement Plan are set forth below and the
Rabbi Trust is attached hereto.
PLAN ARTICLE 1
DEFINITIONS
1.1 DEFINITIONS. The following terms when capitalized herein will have the
meanings assigned below.
(a) ACCOUNT means the account established and maintained under the Plan for
each Participant to reflect amounts credited under this Plan for the
benefit of each Participant.
(b) BOARD OF DIRECTORS means the Board of Directors of TCI of Northern New
Jersey, Inc.
(c) CODE means the Internal Revenue Code of 1986, as amended from time to
time.
(d) COMMITTEE means the Committee responsible for the administration of the
Plan, which Committee will consist of the members of the Plan Committee
for Tele-Communications, Inc.
(e) COMPANY means TCI of Northern New Jersey, Inc.
(f) COMPANY CONTRIBUTION means the amount contributed by the Company
pursuant to Article 2.
(g) CONSIDERED COMPENSATION means a Participant's W-2 wages received from
the Company from April 1, 1993, through and including December 31,
1994.
(h) DESIGNATED BENEFICIARY means the beneficiary designated in writing by
the Participant to receive the Participant's benefit under this Plan in
the event of the Participant's death.
(i) PARTICIPANT means those individual named Plaintiffs under Thomas Adams,
-------------
Mark Adamski, et. al. v. TCI of Northern New Jersey, Inc. and the Tele-
----------------------------------------------------------------------
Communications, Inc. Employee Stock Purchase Plan, in Civ. Action No.
-------------------------------------------------
93-2946 in the United States District Court for the District of New
Jersey, who elect to participate in this Settlement Plan and Rabbi
Trust pursuant to paragraph 5(a) of the Settlement Agreement, and who
collectively will be referred to as PARTICIPANTS.
(j) PLAN means the Settlement Plan as set forth herein.
<PAGE>
(k) PLAN YEAR means the twelve-month period ending on December 31 of each
year.
(l) SETTLEMENT AGREEMENT means the Settlement Agreement entered into by the
Participants and TCI of Northern New Jersey, Inc. and the Tele-
Communications, Inc. Employee Stock Purchase Plan.
PLAN ARTICLE 2
CONTRIBUTIONS AND ACCOUNTS
2.1 Amount of Participant and Company Contribution.
-----------------------------------------------
(a) Each Participant will contribute in one lump sum payment, within the
90-day period immediately following the date of execution of the
Settlement Agreement, an amount determined by the Participant up to a
maximum amount equal to 10% of such Participant's Considered
Compensation. No Participant contributions will be accepted by this
Plan or the Rabbi Trust after the expiration of such 90-day period.
(b) Within five business days after the expiration of the 90-day period
set forth in Section 2.1(a) above, the Company will contribute an
amount equal to 100% of the total amount of the Participant
contributions under Section 2.1(a) above. No Company contributions
will be accepted by this Plan or the Rabbi Trust after the expiration
of such five-day period.
(c) An Account will be established for each Participant, and such Account
will consist of the sum of the contributions made by such Participant
under Section 2.1(a) plus the amount of the Company contribution made
on behalf of such Participant under Section 2.1(b).
2.2 Investment of Contributions.
----------------------------
(a) On the fifth business day after the expiration of the 90-day period
set forth in Section 2.1(a) above, the Committee will apply
substantially all of the sum amount of the Participant Accounts under
Section 2.1(c) to the purchase of whole shares of Series A TCI Group
Common Stock ("TCI Stock") on the open market, at the market price
effective on such day (less any ordinary and reasonable brokerage or
transaction charges).
(b) Each Participant's Account will consist of whole shares of TCI Stock
purchased for such Account plus cash to the extent not used to
purchase whole shares of TCI stock.
2.3 Vesting of Accounts. A Participant's Account always will be fully (100%)
-------------------
vested.
2.4 Payment of Accounts. Payment of the Participant's vested amount will be
-------------------
made as described
2
<PAGE>
in this Section 2.4. NO PAYMENT OF ANY PARTICIPANT'S ACCOUNT WILL BE MADE PRIOR
TO JANUARY 5, 1998. After January 5, 1998, payment of the Participant's Account
will be made in whole shares of TCI Stock plus any cash held in such Account on
the earliest of:
(a) The Participant's termination of employment with the Company;
(b) The Participant's experience of a hardship while employed with the
Company (but only TCI stock attributable to the Participant's own contributions
under Section 2.1(a) may be withdrawn because of hardship);
(c) The Participant's attainment of age 59 1/2 while employed with the
Company; or
(d) Upon the death of the Participant while employed with the Company, in
which event the Participant's Designated Beneficiary will be paid the
Participant's Account.
A hardship is a Participant's immediate and heavy financial need. A hardship
distribution cannot exceed the amount required to meet the immediate financial
need and cannot be reasonably available to you from other resources, including
insurance reimbursement, reasonable asset liquidation, cessation of participant
contributions to other employee plans, or borrowing from commercial sources on
reasonable terms. Only the following events constitute serious financial
hardship: (I) payment of medical expenses of the Participant or his or her
dependents; (II) the purchase or preservation from foreclosure of the
Participant's principal residence (excluding normal mortgage payments); (III)
payment to prevent the eviction of the Participant from his or her principal
residence; (IV) or the payment of post-secondary tuition and related expenses
for the next 12 months for the Participant or his or her dependents. If the
Plan Committee determines in accordance with a uniform and non-discriminatory
policy that serious financial hardship exists, it may direct the Trustee to
distribute the amount requested to the Participant.
2.5 Timing of Payment of Accounts. Payment of a Participant's Account under
-----------------------------
Section 2.4 will be made within 60 days after a written request for payment is
received by the Plan Committee; provided, however, that hardship withdrawals
will be processed within an administratively reasonable period of time after the
request for a hardship withdrawal is received by the Plan Committee.
2.6 Account Statement. Upon written request, but no more frequently than
-----------------
annually, each Participant will be furnished with a statement setting forth the
number of shares of TCI Stock credited to his or her Account and the value of
such shares on such date.
PLAN ARTICLE 3
GENERAL PROVISIONS
3.1 Unfunded Plan. This Plan is deemed to be an unfunded plan for purposes of
-------------
the Code but will be treated as a funded Plan solely for purposes of
Section 403(a) of the Employee Retirement Income Security Act of 1974, as
amended.
3
<PAGE>
3.2 Modification and Amendment. The Board of Directors reserves the right to
--------------------------
modify, amend in whole or in part, or terminate the Plan at any time.
However, no modification, amendment, or termination will adversely affect
the right of any Participant to receive the balance to the credit of such
Participant's Account as of the date of such modification, discontinuance,
amendment, or termination.
3.3 Administration and Interpretation. Full power and authority to construe,
---------------------------------
interpret and administer the Plan will be vested in the Committee. Any
interpretation of the Plan by the Committee or any administrative act by
the Committee will be final and binding on all Participants.
3.4 No Contract of Employment. The establishment of the Plan will not be
-------------------------
construed as conferring any legal rights upon any person for a continuation
of employment, nor will it interfere with the rights of the Company to
discharge any employee and to treat him without regard to the effect which
such treatment might have upon him as a Participant in the Plan.
3.5 Withholding Taxes. The Company will have the right to deduct from each
-----------------
payment to be made under the Plan any required withholding or other taxes.
3.6 Nonalienation. Subject to any applicable law, no benefit under the Plan
-------------
will be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance or charge, and any attempt to do so will be
void, nor will any such benefit be in any manner liable for or subject to
garnishment, attachment, execution of levy, or liability for or subject to
the debts, contracts, liabilities, engagements or torts of a Participant.
4
<PAGE>
RABBI TRUST AGREEMENT
---------------------
(a) This Rabbi Trust Agreement (the "Agreement") is made by and
between TCI of Northern New Jersey, Inc. (the "Company") and Colorado National
Bank (the "Trustee");
(b) WHEREAS, the Company has adopted the nonqualified deferred
compensation plan known as the Settlement Plan;
(c) WHEREAS, the Company has incurred or expects to incur liability
under the terms of such Plan with respect to the individuals participating in
such Plan;
(d) WHEREAS, the Company wishes to establish a trust (hereinafter
called "Trust'') and to contribute to the Trust assets that shall be held
therein, subject to the claims of the Company's creditors in the event of the
Company's Insolvency, as herein defined, until paid to Plan participants and
their beneficiaries in such manner and at such times as specified in the Plan;
(e) WHEREAS, it is the intention of the Company to make contributions
to the Trust to provide itself with a source of funds to assist it in the
meeting of its liabilities under the Plan;
NOW, THEREFORE, the parties do hereby establish the Trust and agree
that the Trust shall be comprised, held and disposed of as follows:
TRUST SECTION 1. ESTABLISHMENT OF TRUST
- -----------------------------------------
(a) The Company hereby deposits with the Trustee in trust $1.00 and
such other amounts required to be contributed by the Company under the Plan,
which shall become the principal of the Trust to be held, administered and
disposed of by Trustee as provided in this Trust Agreement.
(b) The Trust hereby established shall be irrevocable.
(c) The Trust is intended to be a grantor trust, of which the Company
is the grantor, within the meaning of subpart E, part I, subchapter J, chapter
1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be
construed accordingly.
(d) The principal of the Trust, and any earnings thereon, shall be
held separate and apart from other funds of the Company and shall be used
exclusively for the uses and purposes of Plan participants and general creditors
as herein set forth. Plan participants and their beneficiaries shall have no
preferred claim on, or any beneficial ownership interest in, any assets of the
Trust. Any rights created under the Plan and this Trust Agreement shall be mere
unsecured contractual rights of Plan participants and their beneficiaries
against the Company. Any assets held by the Trust will be subject to the claims
of the Company's general creditors under federal and state law in the event of
Insolvency, as defined in Section 3(a) herein.
5
<PAGE>
TRUST SECTION 2. PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES.
- -------------------------------------------------------------------------
(a) The Company shall deliver to the Trustee a schedule which
reflects the amounts held for the benefit of each Plan participant (and his or
her beneficiaries), and which provides instructions acceptable to Trustee for
determining when those amounts are payable from the Trust and the form in which
such amount is to be paid, all as provided for in the Plan. Except as otherwise
provided herein, the Trustee shall make payments to the Plan participants and
their beneficiaries in accordance with such schedule. The Trustee shall make
provision for the reporting and withholding of any federal, state or local taxes
that may be required to be withheld with respect to the payment of benefits
pursuant to the terms of the Plan and shall pay amounts withheld to the
appropriate taxing authorities or determine that such amounts have been
reported, withheld and paid by the Company.
(b) The entitlement of a Plan participant or his or her beneficiaries
to benefits under the Plan shall be determined by the Committee, and any claim
for such benefits shall be considered and reviewed under the procedures set out
in the Plan.
(c) The Company may make payment of benefits directly to Plan
participants or their beneficiaries as they become due under the terms of the
Plan. The Company shall notify Trustee of its decision to make payment of
benefits directly prior to the time amounts are payable to participants or their
beneficiaries.
TRUST SECTION 3. TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST
- ---------------------------------------------------------------------
BENEFICIARY WHEN COMPANY IS INSOLVENT.
- -------------------------------------
(a) The Trustee shall cease payment of benefits to Plan participants
and their beneficiaries if the Company is Insolvent. The Company shall be
considered "Insolvent" for purposes of this Trust Agreement if (i) the Company
is unable to pay its debts as they become due, or (ii) the Company is subject to
a pending proceeding as a debtor under the United States Bankruptcy Code.
(b) At all times during the continuance of this Trust, as provided in
Section 1(d) hereof, the principal and income of the Trust shall be subject to
claims of general creditors of the Company under federal and state law as set
forth below.
(1) The Board of Directors and the President of the Company
shall have the duty to inform the Trustee in writing of the Company's
Insolvency. If a person claiming to be a creditor of the Company alleges in
writing to the Trustee that the Company has become Insolvent, the Trustee shall
determine whether the Company is Insolvent and, pending such determination, the
Trustee shall discontinue payment of benefits to Plan participants or their
beneficiaries.
(2) Unless the Trustee has actual knowledge of the Company's
Insolvency, or has received notice from the Company or a person claiming to be a
creditor alleging that the Company is Insolvent, the Trustee shall have no duty
to inquire whether the Company is Insolvent. The Trustee may in all events rely
on such evidence concerning the Company's solvency as may be furnished to
6
<PAGE>
the Trustee and that provides the Trustee with a reasonable basis for making a
determination concerning the Company's solvency.
(3) If at any time the Trustee has determined that the Company
is Insolvent, the Trustee shall discontinue payments to Plan participants or
their beneficiaries and shall hold the assets of the Trust for the benefit of
the Company's general creditors. Nothing in this Trust Agreement shall in any
way diminish any rights of Plan participants or their beneficiaries to pursue
their rights as general creditors of the Company with respect to benefits due
under the Plan or otherwise.
(4) The Trustee shall resume the payment of benefits to Plan
participants or their beneficiaries in accordance with Section 2 of this Trust
Agreement only after the Trustee has determined that the Company is not
Insolvent (or is no longer Insolvent).
(c) Provided that there are sufficient assets, if the Trustee
discontinues the payment of benefits from the Trust pursuant to Section 3(b)
hereof and subsequently resumes such payments, the first payment following such
discontinuance shall include the aggregate amount of all payments due to Plan
participants or their beneficiaries under the terms of the Plan for the period
of such discontinuance, less the aggregate amount of any payments made to Plan
participants or their beneficiaries by the Company in lieu of the payments
provided for hereunder during any such period of discontinuance.
TRUST SECTION 4. PAYMENTS TO COMPANY.
- --------------------------------------
Except as provided in Section 3 hereof, after the Trust has become
irrevocable, the Company shall have no right or power to direct Trustee to
return to the Company or to divert to others any of the Trust assets before all
payment of benefits have been made to Plan participants and their beneficiaries
pursuant to the terms of the Plan.
TRUST SECTION 5. INVESTMENT AUTHORITY.
- ---------------------------------------
The assets of the Trust will remain invested in TCI Stock, pursuant to
the terms of the Plan. All rights associated with assets of the Trust shall be
exercised by Trustee or the person designated by Trustee, and shall in no event
be exercisable by or rest with Plan Participants, except that voting rights with
respect to Trust assets will be exercised by the Committee.
7
<PAGE>
TRUST SECTION 6. DISPOSITION OF INCOME.
- ----------------------------------------
During the term of this Trust, all income received by the Trust, net
of expenses and taxes, shall be accumulated and reinvested.
TRUST SECTION 7. ACCOUNTING BY TRUSTEE.
- ----------------------------------------
The Trustee shall keep accurate and detailed records of all
investments, receipts, disbursements, and all other transactions required to be
made, including such specific records as shall be agreed upon in writing between
the Company and Trustee. Within sixty days following the close of each calendar
year and within sixty days after the removal or resignation of the Trustee, the
Trustee shall deliver to the Company a written account of its administration of
the Trust during such year or during the period from the close of the last
preceding year to the date of such removal or resignation, setting forth all
investments, receipts, disbursements and other transactions effected by it,
including a description of all securities and investments purchased and sold
with the cost or net proceeds of such purchases or sales (accrued interest paid
or receivable being shown separately), and showing all cash, securities and
other property held in the Trust at the end of such year or as of the date of
such removal or resignation as the case may be.
TRUST SECTION 8. RESPONSIBILITY OF TRUSTEE.
- --------------------------------------------
(a) The Trustee shall act with the care, skill, prudence and
diligence under the circumstances then prevailing that a prudent person acting
in like capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims, provided, however, that the
Trustee shall incur no liability to any person for any action taken pursuant to
a direction, request or approval given by Company or the Committee which is
contemplated by, and in conformity with, the terms of the Plan or this Trust and
is given in writing by the Company or the Committee. In the event of a dispute
between Company or the Committee and a party, the Trustee may apply to a court
of competent jurisdiction to resolve the dispute.
(b) If the Trustee undertakes or defends any litigation arising in
connection with this Trust, the Company agrees to indemnify the Trustee against
the Trustee's costs, expenses and liabilities (including, without limitation,
attorneys' fees and expenses) relating thereto and to be primarily liable for
such payments. If the Company does not pay such costs, expenses and liabilities
in a reasonably timely manner, the Trustee may obtain payment from the Trust.
(c) The Trustee may consult with legal counsel (who may also be
counsel for the Company generally) with respect to any of its duties or
obligations hereunder.
(d) The Trustee may hire agents, accountants, actuaries, investment
advisors, financial consultants or other professionals to assist it in
performing any of its duties or obligations hereunder.
8
<PAGE>
(e) The Trustee shall have, without exclusion, all powers conferred
on Trustees by applicable law, unless expressly provided otherwise herein.
(f) Notwithstanding any powers granted to the Trustee pursuant to
this Trust Agreement or to applicable law, the Trustee shall not have any power
that could give this Trust the objective of carrying on a business and dividing
the gains therefrom, within the meaning of section 301.7701-2 of the Procedure
and Administrative Regulations promulgated pursuant to the Internal Revenue
Code.
TRUST SECTION 9. COMPENSATION AND EXPENSES OF TRUSTEE.
- --------------------------------------------------------
The Company shall pay all administrative and the Trustee's fees and
expenses. If not so paid, the fees and expenses shall be paid by Tele-
Communications, Inc.
TRUST SECTION 10. TRUSTEE RESIGNATION AND REMOVAL.
- ---------------------------------------------------
(a) The Trustee may resign at any time by written notice to the
Company, which shall be effective thirty days after receipt of such notice
unless the Company and the Trustee agree otherwise.
(b) The Trustee may be removed by the Company on thirty days' notice
or upon shorter notice accepted by the Trustee.
(c) Upon resignation or removal of the Trustee and appointment of a
successor Trustee, all assets shall subsequently be transferred to the successor
Trustee. The transfer shall be completed within thirty days after receipt of
notice of resignation, removal or transfer, unless the Company extends the time
limit.
(d) If the Trustee resigns or is removed, a successor shall be
appointed, in accordance with Section 11 hereof, by the effective date of
resignation or removal under this section. If no such appointment has been made,
the Trustee may apply to a court of competent jurisdiction for appointment of a
successor or for instructions. All expenses of the Trustee in connection with
the proceeding shall be allowed as administrative expenses of the Trust.
TRUST SECTION 11. APPOINTMENT OF SUCCESSOR.
- --------------------------------------------
(a) If the Trustee resigns or is removed in accordance with Section
10 hereof, the Company or the Committee may appoint any third party, such as a
bank trust department or other party that may be granted trust powers as
successor Trustee. A successor shall be effective when accepted in writing by
the new Trustee, who shall have all of the rights and powers of the former
Trustee, including ownership rights in the Trust assets. The former Trustee
shall execute any instrument necessary or reasonably requested by Company or the
Committee or the successor Trustee to evidence the transfer.
9
<PAGE>
(b) The successor Trustee need not examine the records and acts of
any prior Trustee and may retain or dispose of existing Trust assets, subject to
Sections 7 and 8 hereof.
TRUST SECTION 12. AMENDMENT OR TERMINATION.
- --------------------------------------------
(a) This Trust Agreement may be amended by a written instrument
executed by the Trustee and the Company. Notwithstanding the foregoing, no such
amendment shall conflict with the terms of the Plan or shall make the Trust
revocable after it has become irrevocable in accordance with Section 1(b)
hereof.
(b) The Trust shall not terminate until the date on which Plan
participants and their beneficiaries are no longer entitled to benefits pursuant
to the terms of the Plan.
(c) Upon written approval of Participants or beneficiaries entitled
to payment of benefits pursuant to the terms of the Plan, the Company may
terminate this Trust prior to the time all benefit payments under the Plan have
been made. All assets in the Trust at termination shall be returned to Company.
TRUST SECTION 13. MISCELLANEOUS.
- ---------------------------------
(a) Any provision of this Trust Agreement prohibited by law shall be
ineffective to the extent of any such prohibition, without invalidating the
remaining provisions hereof.
(b) Benefits payable to Plan participants and their beneficiaries
under this Trust Agreement may not be anticipated, assigned (either at law or in
equity), alienated, pledged, encumbered or subjected to attachment, garnishment
levy, execution or other legal or equitable process.
(c) This Trust Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey.
10
<PAGE>
EXHIBIT 23-1
------------
Consent of Independent Auditors
-------------------------------
The Board of Directors and Stockholders
Tele-Communications, Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-8 of Tele-Communications, Inc. of our reports dated March 27, 1995,
relating to the consolidated balance sheets of Tele-Communications, Inc. and
subsidiaries as of December 31, 1994 and 1993, and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1994, and all related
financial statement schedules, which reports appear in the December 31, 1994
Annual Report on Form 10-K, as amended, of Tele-Communications, Inc. Our
reports covering the December 31, 1994 consolidated financial statements refer
to the adoption of Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity Securities," in 1994.
/s/ KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP
Denver, Colorado
November 30, 1995
<PAGE>
EXHIBIT 23-2
------------
Consent of Independent Auditors
-------------------------------
The Board of Directors and Stockholders
Tele-Communications, Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-8 of Tele-Communications, Inc. of our report dated March 27, 1995,
relating to the combined balance sheets of TCI Group (a combination of certain
assets of Tele-Communications, Inc. and its affiliate, Liberty Media
Corporation) as of December 31, 1994 and 1993, and the related combined
statements of operations, equity, and cash flows for each of the years in the
three-year period ended December 31, 1994, which report is included in Tele-
Communications, Inc.'s Proxy Statement/Prospectus, dated June 29, 1995
(Registration No. 33-59657). Our report refers to the adoption of Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities," in 1994.
/s/ KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP
Denver, Colorado
November 30, 1995
<PAGE>
EXHIBIT 23-3
------------
Consent of Independent Auditors
-------------------------------
The Board of Directors and Shareholders of
TeleWest Communications plc:
We consent to the incorporation by reference in the registration statement on
Form S-8 of Tele-Communications, Inc. of our report dated 21 March, 1995,
relating to the consolidated balance sheet of TeleWest Communications plc and
subsidiaries as of 31 December 1994 and 1993, and the related consolidated
statements of operations and cash flows for each of the years in the three-year
period ended 31 December 1994, which report appears in the 31 December 1994
Annual Report on Form 10-K of Tele-Communications, Inc., as amended.
/S/ KPMG
KPMG
London, England
30 November 1995
<PAGE>
EXHIBIT 23.4
------------
Consent of Independent Auditors
-------------------------------
The Board of Directors and Stockholders
QVC Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-8 of Tele-Communications, Inc. of our report dated March 4, 1994,
relating to the consolidated balance sheets of QVC, Inc. and subsidiaries as of
January 31, 1994 and 1993, and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the years in the
three-year period ended January 31, 1994, which report appears in the Current
Report on Form 8-K of Tele-Communications, Inc. dated February 3, 1995, as
amended. Our report refers to a change in the method of accounting for income
taxes.
/s/ KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP
Philadelphia, Pennsylvania
November 30, 1995
<PAGE>
EXHIBIT 23-5
------------
Consent of Independent Auditors
-------------------------------
The Board of Directors and Shareholders
of Cablevision:
We consent to the incorporation by reference in the registration statement on
Form S-8 of Tele-Communications, Inc. of our report dated March 24, 1995,
relating to the combined balance sheets of Cablevision (A combination of certain
cable television assets of Cablevision S.A., Televisora Belgrano S.A.,
Construred S.A., and Univent's S.A.) as of December 31, 1994 and 1993, and the
related combined statements of operations and deficit and cash flows for each of
the years in the three-year period ended December 31, 1994, which appear in the
Current Report on Form 8-K of Tele-Communications, Inc. dated April 20, 1995, as
amended.
/S/ KPMG FINSTERBUSCH PICKENHAYN SIBILLE
KPMG FINSTERBUSCH PICKENHAYN SIBILLE
Juan Carlos Pickenhayn
Partner
Buenos Aires, Argentina
November 30, 1995
<PAGE>
EXHIBIT 23-6
------------
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors and Stockholders
Tele-Communications, Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-8 of Tele-Communications, Inc. of our report dated March 27, 1995,
relating to the combined balance sheets of Liberty Media Group (a combination of
certain assets of Tele-Communications, Inc. and its affiliate, Liberty Media
Corporation) as of December 31, 1994 and 1993, and the related combined
statements of operations, equity, and cash flows for each of the years in the
three-year period ended December 31, 1994, which report is included in
Tele-Communications, Inc.'s Proxy Statement/Prospectus, dated June 29, 1995
(Registration No. 33-59657). Our report refers to the adoption of Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities," in 1994.
/s/ KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP
Denver, Colorado
November 30, 1995
<PAGE>
EXHIBIT 23.7
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to incorporation by reference in the Prospectus constituting
part of the Registration Statement on Form S-8 of Tele-Communications, Inc. of
our report dated February 4, 1994, relating to the consolidated financial
statements of TeleCable Corporation which appears on page 12 of the TCI
Communications, Inc. and Tele-Communications, Inc. Current Report on Form 8-K
dated August 26, 1994.
/S/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Norfolk, Virginia
November 30, 1995
