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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: February 9, 1996
Date of Earliest Event Reported: January 31, 1996
TCI COMMUNICATIONS, INC.
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(Exact name of Registrants as specified in their charters)
State of Delaware
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(State or other jurisdiction of incorporation)
0-5550 84-0588868
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(Commission File Numbers) (I.R.S. Employer Identification Nos.)
5619 DTC Parkway
Englewood, Colorado 80111
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(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code: (303) 267-5500
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Item 5. Other Events.
Effective as of January 31, 1996, Tele-Communications, Inc., the
parent of the Registrant ("TCI"), Comcast Corporation ("Comcast"), Cox
Communications, Inc. ("Cox" and together with TCI and Comcast, the "Cable
Parents") and Sprint Corporation ("Sprint", and together with the Cable
Parents, the "Parents"), and certain subsidiaries of the Parents, including a
subsidiary of the Registrant (the "Partner Subsidiaries"), entered into a
series of agreements relating to their previously announced joint venture to
engage in the telecommunications business. The principal agreements were: (i)
an Amended and Restated Agreement of Limited Partnership of MajorCo, L.P.,
executed by the Partner Subsidiaries as of January 31, 1996 (the "Partnership
Agreement"), which amended and restated in its entirety the previously filed
Agreement of Limited Partnership of MajorCo, L. P. dated as of March 28, 1995
(as amended by the First Amendment to Agreement of Limited Partnership dated as
of August 31, 1995, the "Prior Partnership Agreement"), (ii) an agreement,
dated as of January 31, 1996, among MajorCo, L.P. ("MajorCo"), NewTelco, L.P.
and the Partner Subsidiaries (the "Termination Agreement"), with respect to the
Contribution Agreement among them dated as of March 28, 1995 (the "Contribution
Agreement"), (iii) a Second Amended and Restated Joint Venture Formation
Agreement, executed by the Parents as of January 31, 1996 (the "Amended
Formation Agreement"), which amended and restated in its entirety the
previously filed Amended and Restated Joint Venture Formation Agreement, dated
as of March 28, 1995 (the "Prior Formation Agreement") and (iv) separate Parent
Agreements between Sprint and each Cable Parent, each dated as of January 31,
1996 (the "Parent Agreements").
Under the Partnership Agreement, the business of MajorCo and its
subsidiaries will be the provision of Wireless Exclusive Services and
Non-Exclusive Services (each as defined in the Partnership Agreement). MajorCo
will no longer be authorized to engage in the business of providing local
wireline communications services to residences and businesses. The Amended
Formation Agreement terminates the obligations of TCI, Cox and Comcast with
respect to causing their cable television facilities to be made available to
MajorCo for wireline communications services and terminates any obligation of
MajorCo to pay the previously agreed upon compensation for the use of such
facilities. The Termination Agreement terminated, without liability of any
party, the Contribution Agreement pursuant to which the respective Partner
Subsidiaries of the Cable Parents had agreed to contribute to MajorCo their
respective interests in Teleport Communications Group Inc., TCG Partners and
certain local joint ventures managed by such entities (collectively, "TCG").
TCG is one of the largest competitive access providers in the United States in
terms of route miles.
Pursuant to their respective Parent Agreements, each Cable Parent and
Sprint agreed to negotiate, and cause their respective subsidiaries to
negotiate, in good faith on a market-by-market basis for the provision of local
wireline telephony services over the cable television facilities of the
applicable Cable Parent and its subsidiaries under the Sprint brand.
Accordingly, local wireline telephony offerings in each market would be the
subject of individual agreements to be negotiated with Sprint, rather than
being provided through MajorCo as contemplated by the Prior Partnership
Agreement and Prior Formation Agreement. The Parents also reaffirmed their
intention to continue to attempt to integrate the business of TCG with that of
MajorCo. Each Parent Agreement also contains certain restrictions on the
ability of each Parent to offer or promote, or package certain of its products
or services with, certain products and services of other persons and requires
the applicable Cable Parent to make, and cause its subsidiaries to make, its
facilities available to Sprint for specified purposes to the extent and on the
terms that it has made such facilities available to others for such purposes.
The Parent Agreements have a term of five years, but under certain
circumstances may terminate after three years.
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Item 5. Other Events. (continued)
Execution of the foregoing agreements was a condition to the
effectiveness of a previously approved business plan for the build out of
MajorCo's nationwide network for wireless personal communications services.
Under the Partnership Agreement, the Partner Subsidiaries are obligated to make
capital contributions to MajorCo in the aggregate amount of $4.2 billion, of
which approximately $2.3 billion had been contributed by the end of 1995. The
business plan contemplates the balance of the $4.2 billion being contributed
prior to the end of 1997 and that MajorCo will require additional equity
thereafter. The Registrant's Partner Subsidiary has a 30% equity interest in
MajorCo.
The foregoing description is qualified in its entirety by reference to
the Partnership Agreement, the Amended Formation Agreement and the Parent
Agreement between TCI and Sprint, copies of which are filed as Exhibits hereto.
Item 7. Exhibits.
99.1 Amended and Restated Agreement of Limited Partnership of
MajorCo, L.P., dated as of January 31, 1996, among Sprint
Spectrum, L.P., TCI Network Services, Comcast Telephony
Services and Cox Telephony Partnership.
Incorporated herein by reference to the
Tele-Communications, Inc. Current Report on Form
8-K, dated February 9, 1996 (Commission File No.
0-20421).
99.2 Second Amended and Restated Joint Venture Formation Agreement,
dated as of January 31, 1996, by and between Sprint
Corporation, Tele-Communications, Inc., Comcast
Corporation and Cox Communications, Inc.
Incorporated herein by reference to the
Tele-Communications, Inc. Current Report on Form
8-K, dated February 9, 1996 (Commission File No.
0-20421).
99.3 Parents Agreement, dated as of January 31, 1996, by
Tele-Communications, Inc. and Sprint Corporation.
Incorporated herein by reference to the
Tele-Communications, Inc. Current Report on
Form 8-K, dated February 9, 1996
(Commission File No. 0-20421).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrants have duly caused this report to be signed on their behalf by
the undersigned hereunto duly authorized.
Date: February 9, 1996
TCI COMMUNICATIONS, INC.
(Registrant)
By: /s/ Brendan R. Clouston
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Brendan R. Clouston
President
