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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
F O R M 10-Q/A
(Amendment #1)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from _____ to _____
Commission File Number 0-5550
TCI COMMUNICATIONS, INC.
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(Exact name of Registrant as specified in its charter)
State of Delaware 84-0588868
- -------------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5619 DTC Parkway
Englewood, Colorado 80111
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 267-5500
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
----- -----
All of the Registrant's common stock is owned by Tele-Communications,
Inc. The number of shares outstanding of the Registrant's common stock as of
July 31, 1998, was:
Class A common stock - 811,655 shares; and
Class B common stock - 94,447 shares.
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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 thereunto duly authorized.
TCI COMMUNICATIONS, INC.
Date: November 19, 1998 By: /s/ Stephen M. Brett
----------------------------
Stephen M. Brett
Executive Vice President,
General Counsel and
Secretary
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TCI COMMUNICATIONS, INC. AND SUBSIDIARIES
(A Subsidiary of Tele-Communications, Inc.)
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
There were no new material legal proceedings or material developments
in previously reported legal proceedings during the quarter ended June
30, 1998 to which the Company or any of its consolidated subsidiaries
is a party or of which any of its property is subject, except as
follows:
New Developments in Previously Reported Litigation
As previously reported, on December 9, 1996, C. Lamont Smith and The
Black Movie Channel, LLC filed suit in the District Court for the City
and County of Denver against subsidiaries of Tele-Communications, Inc.
(TCI Communications, Inc.; Mile Hi Cable Partners, LP; Liberty Media
Corporation and Encore Media Corporation); Black Entertainment
Television; Steve Santamaria; Media Management Group, Inc. and Virginia
Butler. On August 5, 1997, the trial court entered an Order dismissing
all of plaintiffs' claims against defendants Liberty and Encore as well
as plaintiffs' first, second, fifth, and a portion of the twelfth claim
for relief against the remaining TCI defendants. The partnership's
motion for judgment on the pleadings was denied with respect to
plaintiffs' remaining claims. The trial court certified its rulings for
an immediate appeal, which was filed by plaintiffs and will take from
12 to 18 months for a decision from the appellate court. Based upon the
facts available, management believes that, although no assurance can be
given as to the outcome of this action, the ultimate disposition should
not have a material adverse effect upon the financial condition of the
Company.
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TCI COMMUNICATIONS, INC. AND SUBSIDIARIES
(A Subsidiary of Tele-Communications, Inc.)
Item 1. Legal Proceedings (continued).
As previously reported, in January of 1995, two class action complaints
("Actions") were filed against Interactive Network, Inc.
("Interactive") and certain of its then current and former officers and
directors (collectively the "Interactive Defendants") in the United
States District Court for the Northern District of California which
sought unspecified damages for alleged violations of the disclosure
requirements of the federal securities laws. The actions were filed on
behalf of a class of shareholders that purchased the stock of
Interactive during the period of August 15, 1994 through November 22,
1994. Pursuant to an order of the Court, the Actions were consolidated
and in April 1995, a Consolidated Amended Class Action Complaint
captioned In re Interactive Network Inc. Securities Litigation
("Consolidated Case") was filed in the same court which sought damages
against the Interaction Defendants for violation of the federal
securities law disclosure requirements during the class period May 2,
1994 through March 31, 1995. On or about January 13, 1997, Plaintiffs
filed a Fourth Amended Complaint, seeking damages against the
Interactive Defendants and Tele-Communications, Inc., TCI
Communications, Inc., TCI Development Corporation, and Gary Howard
(collectively, "the TCI Defendants") for violation of federal
securities law disclosure requirements during the class period May 16,
1994 through March 31, 1995. In addition, the Fourth Amended Complaint
sought damages against the TCI Defendants based upon the allegation
that they were "controlling persons" of Interactive at the time the
alleged wrongs took place. On January 30, 1997, the TCI Defendants and
the Interactive Defendants separately moved to dismiss the Fourth
Amended Complaint on the ground that it failed to state a cause of
action against them. On April 4, 1997, the Court issued an order
dismissing, with prejudice, the primary liability claims against the
TCI Defendants. The Court granted the Plaintiffs leave to amend their
Complaint as to their claim for violation of federal securities law
disclosure requirements against the Interactive Defendants. The Court
further granted Plaintiffs leave to amend their "controlling person"
claim against the TCI Defendants. On or about April 30, 1997,
Plaintiffs filed a Fifth Amended Complaint seeking damages for
violation of federal securities law disclosure requirements against the
Interactive and TCI Defendants during the class period January 19, 1994
through March 31, 1995. The Fifth Amended Complaint also seeks damages
against the TCI Defendants as "controlling persons." On October 9,
1997, the Court granted the Interactive Defendants' Motion to Dismiss
with Prejudice substantial portions of the Fifth Amended Complaint. On
March 30, 1998 the Court entered a stipulated order dismissing all of
the TCI Defendants from the consolidated case. The stipulated dismissal
did not have any adverse effect upon the financial condition of the
Company. Such stipulated dismissal represents the final resolution of
this matter and this case will not be reported on in the future.
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TCI COMMUNICATIONS, INC. AND SUBSIDIARIES
(A Subsidiary of Tele-Communications, Inc.)
Item 1. Legal Proceedings (continued).
As previously reported, on February 24, 1997, James Dalton, et al.
filed suit in District Court for Arapahoe County, Colorado, Case No.
97-CV421, against Tele-Communications, Inc. and certain current and
former officers of TCI and its subsidiary, TCI Communications, Inc.
(John C. Malone, Brendan R. Clouston, Barry P. Marshall, Camille K.
Jayne, Sadie N. Decker, Bruce W. Ravenel, Gerald W. Gaines, Bernard W.
Schotters, II) and Daniel L. Ritchie and Donne F. Fisher, in their
capacity as co-personal representatives of the Estate of Bob Magness.
Plaintiffs filed this action under the Colorado Securities Act and
Colorado common law on behalf of all persons who purchased TCI
securities from January 10, 1996 through October 24, 1996 ("the class
period"). On September 3, 1997, defendants motion to dismiss was
denied. Defendants answered the Complaint on October 3, 1997. Discovery
is proceeding and the parties have agreed to attend a mediation which
will take place at some date in the future. Based upon the facts
available, management believes that, although no assurances can be
given as to the outcome of this action, the ultimate disposition should
not have a material adverse effect upon the financial condition of the
Company.
Item 4. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders, held on May 21, 1998 (the
"Meeting"), the following matters were voted upon by the stockholders
of TCI Communications, Inc.:
1. The election of four directors of TCIC as follows: Donne F.
Fisher by 99.99% of the votes cast at the Meeting (178,129,376
For; 340 Withheld), Paul A. Gould by 99.99% of the votes cast
at the Meeting (178,129,376 For; 340 Withheld), Leo J.
Hindery, Jr. by 99.99% of the votes cast at the Meeting
(178,129,376 For; 340 Withheld), and John C. Malone by 99.99%
of the votes cast at the Meeting (178,129,126 For; 590
Withheld). The election of directors required a plurality of
the votes of the outstanding shares, as of the record date of
April 15, 1998 (the "Record Date"), of TCIC Class A Common
Stock, TCIC Class B Common Stock, and TCIC Cumulative
Exchangeable Series A Preferred Stock entitled to vote at the
Meeting, voting as a single class. John W. Gallivan and Marvin
L. Jones ceased to serve as directors of TCIC subsequent to
the Meeting. Prior to the Meeting, the TCIC Board of Directors
resolved that the number of directors to serve in such
capacity until the 1999 annual meeting of stockholders be
reduced from five to four.
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TCI COMMUNICATIONS, INC. AND SUBSIDIARIES
(A Subsidiary of Tele-Communications, Inc.)
Item 6. Exhibit and Reports on Form 8-K.
(a) Exhibit -
(10) Letter Agreement dated as of November 7, 1997,
between the Company and Marvin Jones *
(27) TCI Communications, Inc. Financial Data Schedule *
----------------
* Previously filed
(b) Reports on Form 8-K filed during the quarter ended June 30,
1998:
<TABLE>
<CAPTION>
Date of Item
Report Reported Financial Statements Filed
------ -------- --------------------------
<S> <C> <C>
May 6, 1998 Item 5 None.
May 8, 1998, Items 2, 5 and 7 CSC Holdings, Inc. (formerly
as amended Cablevision Systems
on June 30, Corporation)
1998 Years ended
December 31, 1997,
1996 and 1995
</TABLE>
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