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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 of the
Securities Exchange Act of 1934
Date of Report: October 6, 1994
Date or Earliest Event Reported: September 13, 1994
TCI COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its Charter)
DELAWARE
(State or other jurisdiction of incorporation)
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0-5550 84-0588868
(Commission File Number) (I.R.S. Employer
Identification No.)
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TERRACE TOWER II
5619 DTC PARKWAY
ENGLEWOOD, COLORADO 80111-3000
(Address of principal executive offices)
Registrant's telephone number, including area code: (303) 267-5500
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ITEM 5. OTHER EVENTS.
Pursuant to a registration statement on Form S-3 (File No. 33-60982) (the
"Registration Statement") filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), and
declared effective by the Commission on July 26, 1993, the Registrant has
registered its senior, senior subordinated and subordinated debt securities (the
"Debt Securities"), and certain other securities of the Registrant, for delayed
or continuous offering to the public pursuant to Rule 415 under the Act for a
maximum aggregate initial offering price of $3 billion (or the equivalent
thereof denominated in one or more foreign currencies, foreign currency units or
composite currencies). Reference is made to the Registration Statement for
further information concerning the terms of the Debt Securities registered
pursuant to the Registration Statement and the offering thereof.
An Indenture (the "Indenture"), substantially in the form of Exhibit 4.2 to
the Registration Statement was executed as of August 4, 1993, between the
Registrant and The Bank of New York, as Trustee, relating to senior debt
securities of the Registrant, including a series of senior Debt Securities
consisting of up to $750 million principal amount of the Registrant's
Medium-Term Notes, Series B Due Nine Months or More from Date of Issue. An
amendment to the Indenture (the "Supplemental Indenture") was executed as of
September 13, 1994 between the Registrant and The Bank of New York. The
description of certain provisions of the Indenture and the Supplemental
Indenture are incorporated herein by reference to the section entitled
"Description of Debt Securities -- Senior Debt Securities" of the Prospectus,
dated September 14, 1994, which has been filed with the Commission pursuant to
Rule 424(b) under the Act.
The Registrant is filing this Current Report on Form 8-K in order to cause
the Supplemental Indenture to be incorporated into the Registration Statement by
reference. By filing this Current Report on Form 8-K, however, the Registrant
does not believe that the Supplemental Indenture or the information set forth
herein represent, either individually or in the aggregate, a "fundamental
change" (as such term is used in Item 512(a)(1)(ii) of Regulation S-K) in the
information set forth in the Registration Statement.
ITEM 7. FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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EXHIBITS
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4.1 First Supplemental Indenture, dated as of September 13, 1994, between The Bank of
New York and the Registrant.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: October 4, 1994
TCI COMMUNICATIONS, INC.
(Registrant)
By: /s/ STEPHEN M. BRETT
_______________________________
Name: Stephen M. Brett
Title: Senior Vice President
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EXHIBIT INDEX
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EXHIBITS
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4.1 First Supplemental Indenture, dated as of September 13, 1994, between The Bank of
New York and the Registrant.
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TCI COMMUNICATIONS, INC.
AND
THE BANK OF NEW YORK,
TRUSTEE
------------------------
FIRST SUPPLEMENTAL INDENTURE
DATED AS OF SEPTEMBER 13, 1994
SUPPLEMENTAL TO INDENTURE
DATED AS OF AUGUST 4, 1993
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SECURITIES
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FIRST SUPPLEMENTAL INDENTURE, dated as of September 13, 1994, between TCI
COMMUNICATIONS, INC., a Delaware corporation (formerly known as
Tele-Communications, Inc. and referred to herein as the "Company") and THE BANK
OF NEW YORK, a New York banking corporation ("Trustee"), as Trustee under the
indenture of the Company (the "Indenture") dated as of August 4, 1993.
One August 4, 1994, the Company and Liberty Media Corporation ("Liberty")
each merged (the "Mergers") with separate wholly owned subsidiaries of
TCI/Liberty Holding Company, a new holding company formed by the Company and
Liberty. Under the terms of the respective Mergers, the Company and Liberty were
each the surviving corporations. In connection with the Mergers, TCI/Liberty
Holding Company changed its name to Tele-Communications, Inc. and the Company
changed its name to TCI Communications, Inc. As a result of the foregoing, each
of the Company and Liberty became wholly owned subsidiaries of
Tele-Communications, Inc.
The Indenture provides that the Company and the Trustee may, at any time
and from time to time, enter into one or more supplemental indentures for the
purpose of amending or supplementing the provisions of the Indenture to make any
change that in the opinion of the Board of Directors of the Company (or any
authorized committee thereof) does not materially adversely affect the rights of
any Holder of any Security.
The Company has duly authorized the execution and delivery of this First
Supplemental Indenture, and all things necessary have been done to make this
First Supplemental Indenture a valid and binding agreement of the Company.
For and in consideration of the premises, it is mutually covenanted and
agreed, for the benefit of each party hereto and for the equal and ratable
benefit of the respective Holders from time to time of the Securities or of
series thereof:
ARTICLE I
PROVISIONS OF GENERAL APPLICATION
1.1. DEFINITIONS.
For all purposes of the Indenture and this First Supplemental Indenture,
except as otherwise expressly provided or unless the context otherwise requires:
(a) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to the Indenture and this First Supplemental Indenture
as a whole and not to any particular Article, Section or other subdivision;
and
(b) certain capitalized terms are not used herein as they are defined
in the Indenture.
1.2. EFFECT OF HEADINGS.
The Article and Section headings herein are for convenience only and shall
no affect the construction hereof.
1.3. SUCCESSORS.
All agreements of the Company and the Trustee in this First Supplemental
Indenture and in the Indenture as amended and supplemented hereby shall bind
their respective successors.
1.4. SEPARABILITY CLAUSE.
In case any provision in this First Supplemental Indenture or in the
Indenture as amended and supplemented hereby shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
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1.5. BENEFITS OF FIRST SUPPLEMENTAL INDENTURE.
Nothing in this First Supplemental Indenture, express or implied, shall
give to any person, other than the parties hereto and their successors
hereunder, any Agent and the Holders, any benefit or any legal or equitable
right, remedy or claim under this First Supplemental Indenture or the Indenture
as amended and supplemented hereby.
1.6. GOVERNING LAW.
The First Supplemental Indenture shall be governed by and construed in
accordance with the internal laws of the State of New York.
1.7. EFFECTIVENESS.
The First Supplemental Indenture shall take effect on the date hereof and
shall amend the provisions of the Indenture with respect to each series of
Securities issued under the Indenture.
1.8. CONCERNING THE TRUSTEE.
The Trustee assumes no duties, responsibilities or liabilities by reason of
this First Supplemental Indenture other than as set forth in the Indenture. The
Trustee assumes no responsibility for the correctness of the statements herein
contained, which shall be taken as statements of the Company. The First
Supplemental Indenture is executed and accepted by the Trustee subject to all of
the terms and conditions of its acceptance of the trust under the Indenture, as
fully as if said terms and conditions were herein set forth at length.
ARTICLE II
AMENDMENTS TO THE INDENTURE
2.1. THE PREAMBLE OF THE INDENTURE is hereby amended by deleting the name
"TELECOMMUNICATIONS, INC." contained in the first sentence thereof and
substituting in lieu thereof the name "TCI COMMUNICATIONS, INC."
2.2. SECTION 1.01 OF THE INDENTURE ("DEFINITIONS") is hereby amended as
provided in clauses (a) and (b) below:
(a) by deleting the following defined terms and the definitions thereof:
"Company", "Change of Control" and "Controlling Person".
(b) by inserting in alphabetical order therein the following defined terms
and definitions thereof:
Change of Control means the occurrence of either of the following
events (to the extent applicable): (A) the acquisition by any person (other
than the Parent, the Company, any subsidiary of the Parent or the Company,
any employee stock ownership or other employee benefit plan of the Parent
or the Company or of any subsidiary of the Parent or the Company, or any
Controlling Person) during any period of twelve (12) consecutive months of
beneficial ownership of shares of the Common Stock or Class B Stock or both
of the Company representing in the aggregate thirty percent (30%) or more
of the combined voting power of all shares of the Company's Common Stock
and Class B Stock, calculated on a fully diluted basis as of the date
immediately prior to the date of such acquisition (or, if there be more
than one acquisition during such twelve-month period, the date of the last
such acquisition); provided, however, that notwithstanding the foregoing,
no Change of Control shall be deemed to have occurred if and for so long as
the shares of the Common Stock and Class B Stock of the Company
beneficially owned by the Parent, the subsidiaries of the Parent and the
Controlling Persons represent in the aggregate 30% or more of the combined
voting power of all shares of the Company's Common Stock and Class B Stock
calculated on a fully diluted basis, or (B) for so long as the Company is a
subsidiary of the Parent, the acquisition by any person (other than the
Parent, any subsidiary of the Parent, any employee stock ownership plan or
other employee benefit plan of the Parent, or any subsidiary of the Parent,
or any
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Controlling Person) during any period of twelve (12) consecutive months of
beneficial ownership of shares of the Class A or Class B Common Stock or
both of the Parent representing in the aggregate thirty percent (30%) or
more of the combined voting power of all shares of the Parent's Class A and
Class B Common Stock, calculated on a fully diluted basis as of the date
immediately prior to the date of such acquisition (or, if there be more
than one acquisition during such twelve-month period, the date of the last
such acquisition); provided, however, that notwithstanding the foregoing no
Change of Control shall be deemed to have occurred if and for so long as
the shares of the Parent's Class A and Class B Common Stock beneficially
owned by the Controlling Persons represent in the aggregate 30% or more of
the combined voting power of all shares of the Parent's Class A and Class B
Common Stock calculated on a fully diluted basis.
Company means TCI Communications, Inc., a Delaware corporation, until
a successor replaces it pursuant to the applicable provisions of this
Indenture and thereafter means the successor.
Controlling Person means each of (1) the Chairman of the Board of the
Company as of August 4, 1993, (2) the President of the Company as of August
4, 1993, (3) each of the directors of the Company as of August 4, 1993, (4)
the respective family members, estates and heirs of each of the persons
referred to in clauses (1) through (3) above and any trust or other
investment vehicle for the primary benefit of any of such persons or their
respective family members or heirs, (5) Kearns-Tribune Corporation, a
Delaware corporation or any successor thereto by merger or consolidation
and (6) the trustee under the Parent's Employee Stock Purchase Plan or any
successor plan or any other employee stock ownership or other employee
benefit plan of the Parent or the Company or of any subsidiary of the
Parent or the Company. As used with respect to any person, the term "family
member" means the spouse, siblings and lineal descendants of such person.
The trustee under the Parent's Employee Stock Purchase Plan or any
successor plan or any other employee stock ownership or other employee
benefit plan of the Parent or the Company or of any subsidiary of the
Parent or the Company shall be deemed to have beneficial ownership of all
shares of common stock of the Parent or the Company held under the plan,
whether or not allocated to or vested in participants' accounts.
Parent means Tele-Communications, Inc., a Delaware corporation, and any
successor thereof.
2.3. SECTION 11.02 OF THE INDENTURE ("NOTICES") is hereby amended by
deleting the address for the Company specified in the first paragraph thereof
and inserting in lieu thereof the following:
"TCI Communications, Inc.
Terrace Tower II
5619 DTC Parkway
Englewood, Colorado 80111-3000
Attention: Bernard W. Schotters,
Senior Vice President -- Finance
and Treasurer"
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This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed as of the day and year first above written.
TCI COMMUNICATIONS, INC.
By /s/ BERNARD W. SCHOTTERS
__________________________________
Senior Vice President -- Finance
and Treasurer
Attest: (SEAL)
/s/ STEPHEN M. BRETT
_____________________________
Secretary
THE BANK OF NEW YORK
Trustee
By /s/ WALTER N. GITLIN
_____________________________
Vice President
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