-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KRmX1dmw0SIVbCiWyW9ofJ2QHWyd7vKC5wwk09+yaH4MwDxX6pDfDQBabIIKe9uV 5pmdsKiI6HbYVHvlxfWEPA== 0000940180-96-000419.txt : 19960912 0000940180-96-000419.hdr.sgml : 19960912 ACCESSION NUMBER: 0000940180-96-000419 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 19960911 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960911 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TCI COMMUNICATIONS INC CENTRAL INDEX KEY: 0000096903 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 840588868 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-05550 FILM NUMBER: 96628751 BUSINESS ADDRESS: STREET 1: TERRACE TOWER II STREET 2: 5619 DTC PKWY CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 3032675500 MAIL ADDRESS: STREET 1: TERRACE TOWER II STREET 2: 5619 DTC PKWY CITY: ENGLEWOOD STATE: CO ZIP: 80111 FORMER COMPANY: FORMER CONFORMED NAME: TELE COMMUNICATIONS INC DATE OF NAME CHANGE: 19920703 8-K 1 FORM 8-K 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: September 11, 1996 Date of Earliest Event Reported: September 6, 1996 TCI COMMUNICATIONS, INC. (Exact name of Registrant as specified in its Charter) DELAWARE (State or other jurisdiction of incorporation) 0-5550 84-0588868 (Commission File Number) (I.R.S. Employer Identification No.) 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 Item 5. Other Events. ------------ Pursuant to a Registration Statement on Form S-3 (File No. 33-63139) (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 November 13, 1995, the Registrant has registered its senior, senior subordinated and subordinated debt securities (the "Debt Securities"), and Tele-Communications, Inc., a Delaware corporation ("Parent"), has registered (i) such indeterminate number of shares of its Series A TCI Group Common Stock, $1.00 par value per share, as may be issued from time to time upon conversion of any of the Debt Securities that are issued as convertible Debt Securities and (ii) certain guarantees of Debt Securities, 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. On September 6, 1996, an underwriting agreement (the "Underwriting Agreement"), substantially in the form of Exhibit 1.1 to the Registration Statement, was executed by Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Underwriter") providing for the sale by the Registrant to, and the offering to the public by, the Underwriter of $350,000,000 principal amount of the Registrant's Remarketed Floating Rate Reset Notes due September 15, 2003 (the "Securities"), which are a series of senior Debt Securities. On September 11, 1996, the transactions contemplated by the Underwriting Agreement were consummated. The net proceeds to the Registrant from the sale of the Securities were $347,812,500, before deducting expenses (other than the underwriting 2 discount) of the Registrant. The Underwriting Agreement is filed as Exhibit 1.1 hereto. The Registrant has estimated that expenses of $100,000 (in addition to the underwriting discount) will be payable by it in connection with the sale of the Securities. On September 6, 1996, a remarketing agreement (the "Remarketing Agreement") was executed by the Underwriter and the Registrant. The Remarketing Agreement is filed as Exhibit 1.2 hereto. The Securities were issued pursuant to an Indenture, dated as of December 20, 1995, in the form filed as Exhibit 4.10 to the Company's Current Report on Form 8-K, dated December 21, 1995 (the "Indenture"). The description of certain provisions of the Indenture, the senior Debt Securities that may be offered thereunder and the Securities and information concerning the terms of the purchase and offering of the Securities to the public by the Underwriters are incorporated herein by reference (i) to the section entitled "Description of Debt Securities -- Senior Debt Securities" of the Prospectus, dated September 6, 1996 (the "Prospectus"), and (ii) to the sections entitled "Certain Terms of the Notes" and "Underwriting" in the Prospectus Supplement thereto, dated September 6, 1996 (the "Prospectus Supplement"), each of which has been filed with the Commission pursuant to Rule 424(b) under the Act. The form of the Securities is filed as Exhibit 4.1 hereto. Pursuant to Item 601(a) of Regulation S-K promulgated by the Commission ("Regulation S-K"), the Registrant filed as Exhibit 5 to the Registration Statement an opinion, dated October 2, 1995, rendered to the Registrant by Baker & Botts, L.L.P., counsel to the Registrant, as to the matters referred to in Item 601(b)(5)(i) of Regulation S-K with respect to the Debt Securities generally. On September 11, 1996, Baker & Botts, L.L.P. rendered to the Registrant an opinion (the 3 "Opinion") as to such matters specifically relating to the Securities. A copy of the Opinion is filed as Exhibit 5.1 hereto and includes the consent of Baker & Botts, L.L.P. (the "B&B Consent") to the reference to its name in the Prospectus Supplement under the caption "Validity of the Notes." The Prospectus incorporates by reference reports of the Registrant and Parent that include audited financial statements and the related audit reports of certain accounting firms, and the names of such accounting firms referred to under the caption "Experts" in the Prospectus. The consents of such accounting firms to the incorporation by reference in the Prospectus of their respective audit reports and to the reference to their respective names under the heading "Experts" in the Prospectus (the "Accounting Consents") are filed as Exhibits 23.2 through 23.9, inclusive, hereto. The Registrant is filing this Current Report on Form 8-K in order to cause the Underwriting Agreement, the Remarketing Agreement, the form of Securities, the Opinion, the B&B Consent and the Accounting Consents 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 any of the Underwriting Agreement, the Remarketing Agreement, the form of Securities, the Opinion, the B&B Consent, the Accounting Consents 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. 4 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. Exhibits -------- 1.1 Underwriting Agreement, dated September 6, 1996, between the Underwriter and the Registrant. 1.2 Remarketing Agreement, dated September 6, 1996, between the Underwriter and the Registrant. 4.1 Form of Remarketed Floating Rate Reset Notes due September 15, 2003. 5.1 Opinion, dated September 11, 1996, of Baker & Botts, L.L.P., counsel to the Registrant, as to legality of the Securities. 23.1 Consent of Baker & Botts, L.L.P. (included in Exhibit 5.1). 23.2 Consent of KPMG Peat Marwick LLP. 23.3 Consent of KPMG Peat Marwick LLP. 23.4 Consent of KPMG Peat Marwick LLP. 23.5 Consent of KPMG Peat Marwick LLP. 23.6 Consent of KPMG Peat Marwick LLP. 23.7 Consent of KPMG. 23.8 Consent of KPMG Finsterbusch Pickenhayn Sibille. 23.9 Consent of Price Waterhouse LLP. 5 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: September 11, 1996 TCI COMMUNICATIONS, INC. (Registrant) By: /s/ Stephen M. Brett -------------------------------- Name: Stephen M. Brett Title: Senior Vice President 6 EXHIBIT INDEX ------------- Exhibits -------- 1.1 Underwriting Agreement, dated September 6, 1996, between the Underwriter and the Registrant. 1.2 Remarketing Agreement, dated September 6, 1996, between the Underwriter and the Registrant. 4.1 Form of Remarketed Floating Rate Reset Notes due September 15, 2003. 5.1 Opinion, dated September 11, 1996, of Baker & Botts, L.L.P., counsel to the Registrant, as to legality of the Securities. 23.1 Consent of Baker & Botts, L.L.P. (included in Exhibit 5.1). 23.2 Consent of KPMG Peat Marwick LLP. 23.3 Consent of KPMG Peat Marwick LLP. 23.4 Consent of KPMG Peat Marwick LLP. 23.5 Consent of KPMG Peat Marwick LLP. 23.6 Consent of KPMG Peat Marwick LLP. 23.7 Consent of KPMG. 23.8 Consent of KPMG Finsterbusch Pickenhayn Sibille. 23.9 Consent of Price Waterhouse LLP. 7 EX-1.1 2 UNDERWRITING AGREEMENT Exhibit 1.1 UNDERWRITING AGREEMENT September 6, 1996 MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED Merrill Lynch World Headquarters North Tower World Financial Center New York, New York 10281-1305 Ladies and Gentlemen: TCI Communications, Inc. (the "Company") proposes to issue and sell $350,000,000 principal amount of its Remarketed Floating Rate Reset Notes due September 15, 2003 (the "Offered Debt Securities") pursuant to an indenture dated as of December 20, 1995 (as the same may be further amended or supplemented, the "Indenture"), with The Bank of New York, as trustee (the "Trustee"). Each Offered Debt Security will be issuable in the denominations and shall have the terms set forth in Exhibit A. The term "Underwriter" as used herein will mean and refer to you. 1. Registration Statement and Prospectus: The Company and Tele- Communications Inc. ("TCI") has filed with the Securities and Exchange Commission (the "Commission"), in accordance with the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively called the "Act"), a shelf registration statement on Form S-3 (File No. 33-63139), including a prospectus, relating to the offer from time to time (a) by the Company of debentures, notes, bonds or other evidences of indebtedness of the Company (the "Debt Securities") issuable in one or more series, including the Offered Debt Securities, and (b) by TCI of (i) such indeterminate number of shares of Series A TCI Group Common Stock of TCI as may be issued from time to time upon conversion of Debt Securities so registered that are convertible into Series A TCI Group Common Stock of TCI and (ii) Guarantees by TCI which may be issued in respect of Debt Securities so registered that are convertible into Series A TCI Group Common Stock of TCI, which has become effective under the Act, and the Company will promptly file with the Commission a prospectus supplement specifically relating to the Offered Debt Securities pursuant to Rule 424 under the Act. As used in this Agreement, the term "Registration Statement" means such registration statement, including exhibits and financial statements and schedules and documents incor- porated by reference therein, as amended or supplemented to the date hereof and, in the case of references to the Registration Statement as of a date subsequent to the date hereof, as amended or supplemented as of such date. The term "Basic Prospectus" means the prospectus dated September 6, 1996 to be filed with the Commission pursuant to Rule 424 under the Act. The term "Pros- pectus" means the Basic Prospectus together with the prospectus supplement specifically relating to the Offered Debt Securities as filed with the Commission pursuant to Rule 424 under the Act. The term "preliminary prospec- tus" means any preliminary prospectus supplement specifically relating to the Offered Debt Securities together with the Basic Prospectus. Any reference herein to any preliminary prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the date of such preliminary prospectus or the Prospectus, as the case may be, and any reference herein to any amendment or supplement to any preliminary prospectus or the Prospectus, except the reference in Section 4(c), shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and so incorporated by reference. 2. Agreements to Sell and Purchase: The Company agrees to sell to the Underwriter, and upon the basis of the representations, warranties and agreements of the Company herein contained and subject to the terms and conditions of this Agreement the Underwriter agrees to purchase from the Company, the principal amount of Offered Debt Securities set forth opposite the Underwriter's name in Exhibit B, at a purchase price of 99.375% of the principal amount of the Offered Debt Securities plus accrued interest, if any, from September 11, 1996. The obligations of the Underwriter to purchase Offered Debt Securities pursuant to this Agreement are hereinafter called its "underwriting obligations". With respect to any of the Offered Debt Securities purchased by the Underwriter hereunder that such Underwriter continues to own or hold at any time on or after the 90th day following the Closing Date (as defined in Section 3), such Underwriter agrees that upon receipt of written notice from the Company of the Company's intention to bid for or purchase any Offered Debt Security or any security of the same class and series as the Offered Debt Securities or to take any other action, directly or indirectly, the taking of which would be proscribed by Rule 10b-6 promulgated by the Commission under the Exchange Act (or any successor or equivalent rule or regulation) during the distribution of the Offered Debt Securities, the Underwriter will, and will cause its "affiliated purchasers" (as defined in said Rule) to, cease distributing the Offered Debt Securities for such period of time as the Company may deem necessary so that the action or actions proposed to be taken, directly or indirectly, by it may be taken in full compliance with such Rule (or any successor or equivalent rule or regulation). In the event that prior to maturity on September 15, 2003 the Offered Debt Securities are (i) redeemed by the Company pursuant to the terms thereof or (ii) repurchased by the Company as a result of a "change in control" as defined in the Indenture, the Underwriter shall pay to the Company an amount equal to the following percentages of the aggregate principal amounts of the Offered Debt Securities so redeemed or repurchased, based upon the number of full twelve- month periods from the date of such redemption or repurchase to maturity. Years to Maturity Refund 6 .475% 5 .275% 4 .175% 3 .075% 2 .025% 1 .0125% 3. Delivery and Payment: Delivery of and payment for the Offered Debt Securities shall be made at 9:00 a.m., New York time, on September 11, 1996 (such time and date are referred to herein as the "Closing Date"), at the office of Baker & Botts, L.L.P., 599 Lexington Avenue, New York, New York, 10022. The Closing Date and the place of delivery of and payment for the Offered Debt Securities may be varied by agreement between the Underwriter and the Company. Delivery of the Offered Debt Securities (in definitive form and registered in such names and in such authorized denominations as the Underwriter shall request at least two business days prior to the Closing Date by written notice to the Company) shall be made to the Underwriter for the Underwriter's account against payment by the Underwriter of the purchase price therefor by wire transfer in same day funds. For the purpose of expediting the checking and packaging of the Offered Debt Securities, the 2 Company agrees to make the Offered Debt Securities available to the Underwriter for inspection at least 24 hours prior to the Closing Date or such shorter period of time as the Underwriter may agree to. 4. Agreements of the Company: The Company agrees with the Underwriter as follows: (a) The Company will notify the Underwriter promptly, and (if requested by the Underwriter in writing) will confirm such notice in writing, (1) of the effectiveness of any amendment to the Registration Statement and of the filing of any supplement to the Prospectus, (2) of any comments of the Commission regarding the Registration Statement or the Prospectus (or any of the documents incorporated by reference therein) or of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information, (3) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceedings for that purpose, (4) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Debt Securities for offer or sale in any jurisdiction or the initiation or threatening of any proceedings for such purpose and (5) of the happening of any event during the period mentioned in paragraph (d) below which makes any statement of a material fact made in the Registration Statement or the Prospectus (as theretofore amended or supplemented) untrue or which requires the making of any changes in the Registration Statement or the Prospectus (as theretofore amended or supplemented) in order to make the statements therein, in light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading. The Company will use its reasonable best efforts to prevent the issuance of any order suspending the effectiveness of the Registration Statement or suspending the qualification of the Offered Debt Securities for offer or sale in any jurisdiction, and if any such order is issued, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible moment. (b) The Company will furnish to the Underwriter, without charge, one conformed copy of the Registration Statement and any post-effective amendment thereto, including all financial statements and schedules, exhibits and documents incorporated therein by reference (including exhibits incorporated therein by reference to the extent not previously furnished to the Underwriter) and will deliver to the Underwriter the number of conformed copies of the Registration Statement and any post- effective amendment thereto, excluding exhibits, as the Underwriter may request. (c) The Company will give the Underwriter advance notice of its intention to file any amendment or supplement to the Registration Statement or the Prospectus with respect to the Offered Debt Securities, and will not file any such amendment or supplement to which the Underwriter shall reasonably object in writing. (d) During the period of time that the Prospectus is required by law to be delivered, the Company will deliver to the Underwriter, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Underwriter may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the Underwriter and by all dealers to whom the Offered Debt Securities may be sold, both in connection with the offering or sale of the Offered Debt Securities and for such period of time thereafter as the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which in the judgment of the Company should be set forth (or 3 incorporated by reference) in the Prospectus in order to make the statements therein, in light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to supplement or amend the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement or amendment thereto, and forthwith file all reports and any definitive proxy statement or information statement required to be filed by the Company with the Commission pursuant to Section 13 or 14 of the Exchange Act subsequent to the date of the Prospectus, and will deliver to the Underwriter, without charge, such number of copies thereof as the Underwriter may reasonably request. If during such period of time any event shall occur which in the Underwriter's judgment should be so set forth (or incorporated by reference) in the Prospectus, or which in the Underwriter's judgment makes it necessary to so supplement or amend the Prospectus, the Company will consult with the Underwriter concerning the necessity of filing with the Commission a supplement or an amendment to the Prospectus or a report pursuant to Section 13 or 14 of the Exchange Act. (e) Prior to any public offering of the Offered Debt Securities by the Underwriter, the Company will cooperate with the Underwriter and counsel retained by the Underwriter in connection with the registration or qualification of the Offered Debt Securities for offer and sale under the securities or Blue Sky laws of, and the determination of the eligibility of the Offered Debt Securities for investment under the laws of, such jurisdictions as the Underwriter requests; provided, that in no event shall the Company be obligated to qualify to do business as a foreign corporation or as a securities dealer in any jurisdiction where it is not now so qualified, to conform its capitalization or the composition of its assets to the securities or Blue Sky laws of any jurisdiction or to take any action which would subject it to taxation or general service of process in any jurisdiction where it is not now so subject. The Company will pay all reasonable fees and expenses (including reasonable counsel fees and expenses) relating to qualification of the Offered Debt Securities under such securities or Blue Sky laws and in connection with the determination of the eligibility of the Offered Debt Securities for investment under the laws of such jurisdictions as the Underwriter may designate. (f) The Company will make generally available to its security holders and to the Underwriter the same consolidated earnings statements (which need not be audited) that satisfy the provisions of Section 11 (a) of the Act and Rule 158 thereunder. (g) The Company will pay all expenses in connection with (1) the preparation, printing and filing of the Registration Statement, any preliminary prospectus, the Prospectus, any legal investment memorandum and Blue Sky memorandum as contemplated by Section 4(e), (2) the preparation, issuance and delivery of the Offered Debt Securities (other than transfer taxes) and the execution and delivery of the Indenture, (3) the printing of any Dealer Agreement, (4) furnishing such copies of the Registration Statement, the Prospectus and any preliminary prospectus, and all amend- ments and supplements thereto, as may be requested for use in connection with the offering and sale of the Offered Debt Securities by dealers to whom Offered Debt Securities may be sold, and (5) any fees paid to rating agencies, if any, selected by the Company in connection with the rating of the Offered Debt Securities. (h) If this Agreement is terminated by the Underwriter because any condition to the obligations of the Underwriter set forth in Section 7 hereof is not satisfied or because of any failure or refusal on the part of the Company to comply with the terms hereof or if for any reason the Company shall be unable to perform its obligations hereunder, the Company will reimburse 4 the Underwriter for all out-of-pocket expenses (including the fees and expenses of counsel retained by the Underwriter) reasonably incurred by the Underwriter in connection herewith. The Company will not in any event be liable to the Underwriter for damages on account of loss of anticipated profits. (i) From the date hereof to and including the Closing Date, the Company will not offer or sell, or contract to sell, any debt securities of the Company with a maturity of more than one year, including additional Offered Debt Securities, pursuant to a public offering without the Underwriter's prior written consent. 5. Representations and Warranties of the Company: The Company represents and warrants to the Underwriter that: (a) the documents incorporated by reference in the Registration Statement and the Prospectus, when they were filed (or, if an amendment with respect to any such document was filed, when such amendment was filed) with the Commission, conformed in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and any further documents so filed and incorporated by reference will, when they are filed with the Commission, conform in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, none of such documents, when it was filed (or, if an amendment with respect to any such document was filed, when such amendment was filed), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and no such further document, when it is filed, will contain an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; (b) the Registration Statement, when declared effective by the Commission, complied in all material respects with the requirements of the Act; each preliminary prospectus, if any, relating to the Offered Debt Securities, filed pursuant to Rule 424 under the Act, will comply when so filed in all material respects with the Act; and when the Prospectus is first filed with the Commission pursuant to Rule 424 and as of the Closing Date, the Registration Statement and the Prospectus (as amended or supplemented, if applicable) will comply in all material respects with the requirements of the Act and the Indenture will comply in all material respects with the requirements of the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). When it was declared effective by the Commission, the Registration Statement did not, and as of the date the Prospectus is first filed with the Commission pursuant to Rule 424 and as of the Closing Date the Registration Statement (as amended or supplemented, if applicable) will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. When the Prospectus is first filed with the Commission pursuant to Rule 424 and as of the Closing Date, the Prospectus (as amended or supplemented, if applicable) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, this representation and warranty does not apply to statements or omissions in the Registration Statement or the Prospectus or any preliminary prospectus made in reliance upon information furnished to the Company in writing by the Underwriter expressly for 5 use therein or to that part of the Registration Statement which consists of the Statements of Eligibility and Qualification on Form T-1 under the Trust Indenture Act of the trustees for the Debt Securities; (c) the Offered Debt Securities and the Indenture have been duly authorized by the Company and will conform to the descriptions thereof in the Prospectus; (d) the issuance and sale of the Offered Debt Securities and the fulfillment of the terms of this Agreement will not result in a breach of any of the terms or provisions of, or constitute a default under, the Company's charter or by-laws or any indenture, mortgage, deed of trust or other material agreement or instrument to which the Company or any of its significant subsidiaries (as such term is defined in Rule 1-02(w) of Regulation S-X) is now a party or by which it is bound, or any order of any court or governmental agency or authority entered in any proceeding to which the Company or any of its significant subsidiaries was or is now a party or by which it is bound; (e) KPMG Peat Marwick LLP, the Company's auditors, are independent accountants as required by the Act; (f) so long as may be required for the distribution of the Offered Debt Securities by the Underwriter or by any dealers that participate in the distribution thereof, the Company will comply with all requirements under the Exchange Act relating to the timely filing with the Commission of its reports pursuant to Section 13 of the Exchange Act and of its proxy statements pursuant to Section 14 of the Exchange Act; and (g) except to the extent set forth in the Prospectus, the Company has not received any notice of, nor does it have any actual knowledge of, any failure by it or any of its significant subsidiaries to be in substantial compliance with all existing statutes and regulations applicable to it or such subsidiaries, which failure would materially and adversely affect the conduct of the business of the Company and its subsidiaries, considered as a whole. 6. Indemnification: The Company agrees to indemnify and hold harmless the Underwriter, and each person, if any, who controls the Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by the Underwriter expressly for use therein; provided, however, the Company shall not indemnify an Underwriter or any person who controls such Underwriter from any such losses, claims, damages or liabilities alleged by any person who purchased Offered Debt Securities from the Underwriter if the untrue statement, omission or allegation thereof upon which such losses, claims, damages or liabilities are based was made in: (i) any preliminary prospectus, if a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of the Underwriter to such person at or prior 6 to the written confirmation of the sale of Offered Debt Securities to such person, and if the Prospectus (as so amended or supplemented) corrected the untrue statement or omission giving rise to such loss, claim, damage or liability; (ii) any Prospectus used by the Underwriter or any person who controls the Underwriter, after such time as the Company advised the Underwriter that the filing of a post-effective amendment or supplement thereto was required, except the Prospectus as so amended or supplemented; or (iii) any Prospectus used after such time as the obligation of the Company to keep the same current and effective has expired. This indemnity will be in addition to any liability which the Company may otherwise have. All fees and expenses which are reimbursable pursuant to this Section 6 shall be reimbursed as they are incurred. If any action or proceeding (including any governmental investigation) shall be brought or asserted against the Underwriter or any person controlling the Underwriter in respect of which indemnity may be sought from the Company, the Underwriter or such controlling person shall promptly notify the Company in writing, and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Underwriter and the payment of all expenses. Any omission so to notify the Company shall not, however, relieve the Company from any liability which it may have to any indemnified party otherwise than under this Section 6. The Underwriter or any person controlling the Underwriter shall have the right to employ separate counsel in any such action or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be the Underwriter's expense or the expense of such controlling person unless (a) the Company has agreed to pay such fees and expenses or (b) the Company shall have failed to assume the defense of such action or proceeding and employ counsel reasonably satisfactory to the Underwriter in any such action or proceeding or (c) the named parties to any such action or proceeding (including any impleaded parties) include both the Underwriter or such controlling person and the Company, and the Underwriter or such controlling person shall have been advised by the Underwriter's counsel that there may be a conflict of interest between the Underwriter or such controlling person and the Company in the conduct of the defense of such action (in which case, if the Underwriter or such controlling person notifies the Company in writing that it elects to employ separate counsel at the expense of the Company, the Company shall not have the right to assume the defense of such action or proceeding on behalf of the Underwriter or such controlling person), it being understood, however, that the Company shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (unless the members of such firm are not admitted to practice in a jurisdiction where an action is pending, in which case the Company shall pay the reasonable fees and expenses of one additional firm of attorneys to act as local counsel in such jurisdiction, provided the services of such counsel are substantially limited to that of appearing as attorneys of record) at any time for all indemnified parties, which firm shall be designated in writing by the Underwriter. The Company shall not be liable for any settlement of any such action or proceeding effected without its written consent, but if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding, the Company agrees to indemnify and hold harmless the Underwriter and any such controlling person from and against any loss or liability by reason of such settlement or judgment. The Underwriter agrees to indemnify and hold harmless the Company, its directors and each of its officers, and each person, if any, who controls the Company within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to the Underwriter, but only with respect to information furnished in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus, or any amendment or 7 supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against the Underwriter, the Underwriter shall have the rights and duties given to the Company, and the Company or its directors or officers or such controlling person shall have the rights and duties given to the Underwriter, by the preceding paragraph. If the indemnification provided for in this Section 6 is unavailable to an indemnified party under the first or third paragraph hereof in respect of any losses, claims, damages or liabilities referred to therein (other than by reason of such indemnified party's failure to comply with the first sentence of the second paragraph of this Section 6), then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriter on the other hand from the offering of the Offered Debt Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriter on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriter on the other in connection with the offering of the Offered Debt Securities shall be deemed to be in the same proportion as the total net proceeds from the offering of the Offered Debt Securities received by the Company bear to the total underwriting discounts received by the Underwriter in respect thereof. The relative fault of the Company on the one hand and of the Underwriter on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriter and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages and liabilities referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of this Section 6, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. The Company and the Underwriter agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 6, the Underwriter shall not be required to contribute any amount in excess of the amount by which the total price at which the Offered Debt Securities were offered to the public exceeds the amount of any damages which the Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11 (f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The indemnity and contribution agreements contained in this Section 6 and the representations and warranties of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (a) any investigation made by or on behalf of the Underwriter, by or on behalf of any person controlling the Underwriter or by or on behalf of the Company, (b) acceptance of any of the Offered Debt Securities and payment therefor or (c) any termination of this Agreement. 8 7. Conditions of the Obligations the Underwriter: The obligations of the Underwriter hereunder are subject to the following conditions: (a) at the Closing Date, (i) no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall be pending or threatened by the Commission; and the Underwriter shall have received a certificate, dated the Closing Date and signed by the Chairman of the Board, the President, an Executive Vice President or the Senior Vice President-Finance and Treasurer of the Company (who may, as to threatened proceedings, rely upon the best of his information and belief), to that effect and to the effect set forth in clause (e) of this Section 7, and (ii) the rating assigned by either Duff & Phelps Credit Rating Co. or its successor or by Moody's Investors Service, Inc. or its successor to any debt securities of the Company as of the date of this Agreement shall not have been lowered since that date; (b) the Underwriter shall have received opinions, dated the Closing Date and reasonably satisfactory to counsel retained by the Underwriter, (A) from Cole, Raywid & Braverman, L.L.P. or such other special communications counsel for the Company as may be reasonably satisfactory to the Underwriter, (B) from the General Counsel of the Company to the following effect and covering such additional matters as the Underwriter may reasonably request: (i) the Company and each of its significant subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to carry on its business as described in the Prospectus (as amended or supplemented, if applicable) and the Company has the corporate power and authority to execute and deliver and perform its obligations under this Agreement and to issue and sell the Offered Debt Securities as contemplated by this Agreement; (ii) the Company and each of its significant subsidiaries is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which the failure to so qualify would, in the aggregate, have a material adverse effect upon the financial condition, results of operations, business or properties of the Company and its subsidiaries taken as a whole; (iii) all corporate proceedings legally required in connection with the authorization and issuance of the Offered Debt Securities and the sale of the Offered Debt Securities by the Company in accordance with the terms of this Agreement have been taken; (iv) to the best knowledge of such counsel, there is no legal or governmental proceeding pending or threatened against the Company or any of its subsidiaries which is required to be disclosed in the Prospectus (as amended or supplemented, if applicable) and is not so disclosed and correctly summarized therein; (v) to the best knowledge of such counsel, there is no contract or other document known to such counsel of a character required to be described in the Prospectus (as amended or supplemented, if applicable) or to be filed as an exhibit to the Registration Statement (or to a document incorporated by reference therein) that is not described or filed as required; 9 (vi) the execution and delivery of this Agreement and the Indenture, the issuance of the Offered Debt Securities and the fulfillment of the terms herein and therein contained do not conflict with, or result in a breach of, or constitute a default under, the charter or by-laws of the Company or, to the best knowledge of such counsel, conflict in any material respect with, or result in a material breach of or constitute a material default under any material agreement, indenture or other instrument known to such counsel to which the Company or any of its significant subsidiaries is a party or by which it is bound, or result in a violation of any law, administrative regulation or court or governmental decree known to such counsel applicable to the Company or any of its subsidiaries, except that such counsel need not express any opinion with respect to (i) matters opined upon by special communications counsel and Sherman & Howard L.L.C. or (ii) the Blue Sky or securities laws of any jurisdiction; and (vii) to the best knowledge of such counsel, neither the Registration Statement nor the Prospectus, as amended or supplemented, if applicable (except as to the financial statements and schedules and any other financial and statistical data contained or incorporated by reference in the Registration Statement or Prospectus, as to which no opinion need be expressed), contained, as of the date the Prospectus was first filed with the Commission pursuant to Rule 424, or contains, as of the Closing Date, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus as amended or supplemented, if applicable, in light of the circumstances under which they were made,) not misleading. (C) from Sherman & Howard L.L.C., special counsel to the Company, to the following effect and covering such additional matters as the Underwriter may reasonably request: (i) the execution and delivery of this Agreement and the Indenture, the issuance of the Offered Debt Securities and the fulfillment of the terms herein and therein contained do not, to the best knowledge of such counsel, result in a material breach of or constitute a material default under any material agreement for borrowed money known to such counsel to which the Company or any of its significant subsidiaries is a party or by which it is bound; and (ii) the Company is not an "investment company" within the meaning of the Investment Company Act of 1940, as amended, and is not subject to regulation under such Act. and (D) from Baker & Botts, L.L.P., special counsel to the Company, or such other counsel to the Company as may be reasonably satisfactory to the Underwriter, to the following effect and covering such additional matters as the Underwriter may reasonably request: (i) this Agreement and the Indenture have been duly authorized, executed and delivered by the Company; and the Indenture is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except (A) as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws affecting creditors' rights generally, and (B) that the remedy of specific performance and injunctive and other forms of equitable relief are subject to 10 certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (ii) the Indenture has been duly qualified under, and complies in all material respects with the requirements of, the Trust Indenture Act; (iii) the Offered Debt Securities, when executed and authenticated in accordance with the terms of the Indenture and delivered to and paid for by the Underwriter in accordance with this Agreement, will be legal, valid and binding obligations of the Company entitled to the benefits of the Indenture and enforceable in accordance with their terms, except (A) as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws affecting creditors' rights generally, and (B) that the remedy of specific performance and injunctive and other forms of equitable relief are subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (iv) the Registration Statement is effective under the Act and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose is pending or threatened by the Commission; and (v) the Offered Debt Securities and the Indenture conform in all material respects as to legal matters to the descriptions thereof in the Prospectus. In addition, such counsel shall state that: "The Registration Statement and the Prospectus, as amended or supplemented, if applicable (except as to (x) the financial statements and schedules and any other financial and statistical data contained or incorporated by reference therein and (y) the documents incorporated or deemed to be incorporated by reference therein, as to which no opinion is expressed), complied, as of the date the Prospectus was first filed with the Commission pursuant to Rule 424, and comply, as of the date hereof, as to form in all material respects with the requirements of the Act. In passing upon the form of such documents, we have necessarily assumed the correctness and completeness of the statements made or included therein by the Company and take no responsibility for the accuracy, completeness or fairness of the statements contained therein except insofar as such statements relate to the description of the Offered Debt Securities and the Indenture or relate to us. However, in connection with the preparation of the Registration Statement and the Prospectus, we had conferences with certain officers and other representatives of the Company, and our examination of the Registration Statement and the Prospectus and our discussions in such conferences did not disclose to us any information (relying as to the materiality of any such information primarily upon officers and other representatives of the Company) which gave us reason to believe that either the Registration Statement or the Prospectus, as amended or supplemented to the date hereof, if applicable (except as to (x) the financial statements and schedules and any other financial and statistical data contained or incorporated by reference in the Registration Statement or Prospectus and (y) the documents incorporated or deemed to be incorporated by reference therein, as to which no opinion is expressed), contained, as of the date the Prospectus was first filed with the Commission pursuant to Rule 424, or contains, as of the date hereof, any untrue statement of a material fact or 11 omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, as amended, or supplemented, if applicable, in light of the circumstances under which they were made) not misleading." In giving such opinions, such counsel may rely (x) as to matters of fact, to the extent they deem proper, upon certificates of officers of the Company, public officials and others, and (y) as to matters of law if other than the United States or Colorado (in the case of Sherman & Howard L.L.C. and General Counsel of the Company) or New York (in the case of Baker & Botts, L.L.P.), on the opinions of local counsel retained by them or the Company, provided that such counsel are satisfactory to the Underwriter and counsel retained by the Underwriter; (c) the Underwriter shall have received on the Closing Date from Brown & Wood LLP, counsel retained by the Underwriter, an opinion to the effect set forth in clauses (D)(i) and (iii) and to the effect that the Registration Statement and the Prospectus, as amended or supplemented, if applicable, (except as to (x) the financial statements and schedules and any other financial and statistical data contained or incorporated by reference therein, and (y) the documents incorporated or deemed to be incorporated by reference therein, as to which no opinion need be expressed) comply as to form in all material respects with the Act. In addition, the Underwriter shall have received on the Closing Date from Brown & Wood LLP, or from other counsel acceptable to the Underwriter, an opinion with respect to the Registration Statement and the Prospectus in the form customarily given by such firm; (d) on the Closing Date the Underwriter shall have received a letter addressed to the Underwriter from KPMG Peat Marwick LLP, independent auditors for the Company, reasonably satisfactory to the Underwriter; (e) the representations and warranties of the Company in this Agreement shall be true and correct on and as of the Closing Date; the Company shall have complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date; and except as reflected in or contemplated by the Registration Statement and the Prospectus, since the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been, at the Closing Date, any material adverse change in the condition (financial or otherwise), business, prospects or results of operations of the Company and its subsidiaries, considered as a whole; and (f) subsequent to the date of this Agreement, there shall not have occurred any change, or any development involving a prospective change, in or affecting particularly the business, prospects or financial affairs of the Company and its subsidiaries, considered as a whole which, in the reasonable judgment of the Underwriter, is so material and adverse that it would be impracticable to proceed with the public offering or delivery of the Offered Debt Securities on the terms and in the manner contemplated by the Prospectus. 8. Termination of Agreement: The obligation of the Underwriter to purchase the Offered Debt Securities may be terminated at any time prior to the Closing Date by notice to the Company from the Underwriter, without liability on the part of the Underwriter to the Company, if, on or prior to such date, (i) additional material governmental restrictions, not in force and effect on the date of this Agreement, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have 12 been generally established on the New York Stock Exchange or on the American Stock Exchange, or trading in securities generally shall have been suspended on either such Exchange or trading in the common stock or debt securities of the Company in the over-the-counter market shall have been suspended or a general banking moratorium shall have been established by Federal or New York authorities, or (ii) a war involving the United States of America or other national calamity shall have occurred or shall have accelerated to such an extent as to affect adversely the marketability of the Offered Debt Securities. 9. Miscellaneous: Notice given pursuant to any of the provisions of this Agreement shall be in writing and shall be mailed or delivered (a) to the Company at its office, Terrace Tower II, 5619 DTC Parkway, Englewood, Colorado 80111-3000, attention: Bernard W. Schotters, Senior Executive Vice President- Finance, or (b) to the Underwriter at Merrill Lynch, Pierce, Fenner & Smith Incorporated, North Tower, World Financial Center, New York, New York 10281- 1305, attention: Debt Syndicate. Any notice given pursuant to the provisions of this Agreement may be made by telex or telephone, but if so made shall be subsequently confirmed in writing. 13 This Agreement has been and is made solely for the benefit of the Underwriter and the Company and of the controlling persons, directors and officers referred to in Section 6 hereof, and their respective successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. The term "successors and assigns" as used in this Agreement shall not include a purchaser, as such purchaser, of Offered Debt Securities from the Underwriter. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York. Please confirm that the foregoing correctly sets forth the agreement between the Company and the Underwriter. Very truly yours, TCI COMMUNICATIONS, INC. By: /s/ Bernard W. Schotters ........................................ Confirmed and Accepted, as of the date first above written: MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ Gregg Seibert ...................................... Title: Managing Director EXHIBIT A OFFERED DEBT SECURITIES Designation: Remarketed Floating Rate Reset Notes due September 15, 2003 Dated Date: September 11, 1996 Maturity: September 15, 2003, unless earlier redeemed Call Schedule: After failure to agree on Spread or after failure of Remarketing Underwriter to purchase Notes. Authorized Denominations: $1,000 principal amount and any integral multiples of $1,000 in excess thereof Interest rate: LIBOR (as defined) plus .65% until September 15, 1997. Coupon Structure: Quarterly reset/ Quarterly pay Interest Payment Dates: December 15, March 15, June 15 and September 15 of each year (or, if not a Business Day, on the next succeeding Business Day), commencing December 16, 1996. Record Dates: December 1, March 1, June 1 and September 1 Alternate Spread: LIBOR plus LIBOR Sinking Fund: None Day Basis Actual / 360 Optional Redemption: September 15, 1997 and each September 15 immediately following the end of a Subsequent Spread Period EXHIBIT B Principal Amount Underwriter of Offered Debt Securities ----------- -------------------------- Merrill Lynch, Pierce, Fenner & Smith Incorporated $350,000,000 B-1 EX-1.2 3 REMARKETING AGREEMENT Exhibit 1.2 REMARKETING AGREEMENT REMARKETING AGREEMENT, dated as of September 6, 1996 (the "Remarketing Agreement"), by and between TCI Communications, Inc. (the "Company") and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"). WHEREAS, the Company will issue $350,000,000 aggregate principal amount of Remarketed Floating Rate Reset Notes due September 15, 2003 (the "Notes"), such Notes to be issued under the Indenture, dated as of December 20, 1995 (the "Indenture"), between the Company and The Bank of New York, as trustee (the "Trustee"); and WHEREAS, the Notes are to be initially offered to the public through Merrill Lynch; and WHEREAS, the Company has requested Merrill Lynch to act as Rate Agent (as defined in Section 2(a) hereof) and Remarketing Underwriter (as defined in Section 2(a) hereof) in connection with the Notes and as such to perform the services described herein; and WHEREAS, Merrill Lynch is willing to act as Rate Agent and Remarketing Underwriter in connection with the Notes and as such to perform such duties on the terms and conditions expressly set forth herein. NOW, THEREFORE, for and in consideration of the covenants herein made, and subject to the conditions herein set forth, the parties hereto agree as follows: Section 1. Definitions. Capitalized terms used and not defined in this ----------- Agreement shall have the meanings assigned to them in the Notes or, if not therein stated, the Indenture. Section 2. Appointment and Obligations of Merrill Lynch. (a) The Company -------------------------------------------- hereby appoints Merrill Lynch and Merrill Lynch hereby accepts such appointment, (i) as the rate agent (the "Rate Agent") of the Company to determine LIBOR and the interest rate of the Notes for any Quarterly Period and (ii) as the exclusive remarketing underwriter (the "Remarketing Underwriter") for the purpose of (x) recommending to the Company the Spread for each Subsequent Spread Period that, in the opinion of the Remarketing Underwriter, will enable the Remarketing Underwriter to remarket, for delivery on the Tender Date, tendered Notes at 100% of the principal amount thereof, (y) if the Company and the Remarketing Underwriter agree on the Spread referred to in (x) above, entering into a remarketing underwriting agreement (the "Remarketing Underwriting Agreement") with the Company, substantially in the form attached hereto as Exhibit A, pursuant to which the Remarketing Underwriter will agree to purchase the Notes tendered by the beneficial owners thereof (the "Beneficial Owners") and remarket such Notes (each such purchase and remarketing being hereinafter referred to as a "Remarketing"), and (z) performing such other duties as are assigned to the Remarketing Underwriter in the Notes and/or the Indenture and/or the applicable Remarketing Underwriting Agreement. (b) The Rate Agent hereby agrees to determine LIBOR on each LIBOR Determination Date in accordance with the following provisions and the other relevant provisions of the Notes: (i) LIBOR shall be determined on the basis of the offered rates for three-month deposits in U.S. Dollars of not less than U.S. $1,000,000, commencing on the second London Business Day immediately following the applicable LIBOR Determination Date, which appears on the Telerate Page 3750 as of approximately 11:00 a.m., London time, on the applicable LIBOR Determination Date. If no rate appears on 2 the Telerate Page 3750, LIBOR for the applicable LIBOR Determination Date will be determined in accordance with the provisions of paragraph (ii) below. (ii) With respect to a LIBOR Determination Date on which no rate appears on Telerate Page 3750 as of approximately 11:00 a.m., London time, on the applicable LIBOR Determination Date, the Rate Agent shall select four major reference banks in the London interbank market and shall request the principal London offices of each of such banks to provide it with a quotation of the rate at which three-month deposits in U.S. Dollars, commencing on the second London Business Day immediately following the applicable LIBOR Determination Date, are offered by it to prime banks in the London interbank market as of approximately 11:00 a.m., London time, on the applicable LIBOR Determination Date and in a principal amount equal to an amount of not less than U.S. $1,000,000 that is representative for a single transaction in such market at such time. If at least two such quotations are provided, LIBOR for the applicable LIBOR Determination Date will be the arithmetic mean of such quotations as calculated by the Rate Agent. If fewer than two quotations are provided, the Rate Agent, after consultation with the Company, shall select three major banks in The City of New York and shall request each of such banks to provide it with the rates quoted by such bank as of approximately 11:00 a.m., New York City time, on the applicable LIBOR Determination Date for loans in U.S. Dollars to leading European banks, having a three-month maturity, commencing on the second London Business Day immediately following the applicable LIBOR Determination Date and in a principal amount equal to an amount of not less than U.S. $1,000,000 that is representative for a single transaction in such 3 market at such time, and LIBOR for the applicable LIBOR Determination Date shall be the arithmetic mean of such rates; provided, however, that if the banks selected as aforesaid by the Rate Agent are not quoting as mentioned in this sentence, LIBOR for the applicable LIBOR Determination Date will be the LIBOR determined with respect to the immediately preceding LIBOR Determination Date, or in the case of the first LIBOR Determination Date, LIBOR for the Initial Quarterly Period. Section 3. Fees and Expenses. The obligations of the Company to pay to ----------------- the Remarketing Underwriter on each Tender Date the fees set forth in the applicable Remarketing Underwriting Agreement shall survive the termination of this Agreement and remain in full force and effect until all such payments shall have been made in full. Section 4. Removal of the Remarketing Underwriter. With respect to any -------------------------------------- Subsequent Spread Period, the Company may in its absolute discretion remove the Rate Agent and Remarketing Underwriter by giving notice to the Rate Agent and Remarketing Underwriter prior to 3:00 p.m., New York City time, on the Spread Determination Date applicable thereto, such removal to be effective upon the Company's appointment of a successor Rate Agent and Remarketing Underwriter. In such case, the Company will use its best efforts to appoint a successor Rate Agent and Remarketing Underwriter and enter into such a remarketing agreement with such person as soon as reasonably practicable. Section 5. Dealing in the Notes. Subject to its compliance with -------------------- applicable laws and regulations, Merrill Lynch, when acting as a Rate Agent and Remarketing Underwriter or in its individual or any other capacity, may buy, sell, hold and deal in any of the Notes. Merrill Lynch may exercise any vote or join in any action which any beneficial owner of Notes may be 4 entitled to exercise or take with like effect as if it did not act in any capacity hereunder. Merrill Lynch, in its individual capacity, either as principal or agent, may also engage in or have an interest in any financial or other transaction with the Company as freely as if it did not act in any capacity hereunder. Section 6. Current Prospectus. In connection with each Remarketing, if ------------------ and to the extent required by applicable law or regulations or interpretations of the Securities and Exchange Commission in effect at the time of such Remarketing, the Company shall furnish a current prospectus to be used by the Remarketing Underwriter in such Remarketing. Section 7. Conditions to Remarketing Underwriter's Obligations. The --------------------------------------------------- obligations of the Remarketing Underwriter to purchase and remarket the Notes shall be subject to the terms and conditions of the applicable Remarketing Underwriting Agreement. Section 8. Termination of Remarketing Agreement. This Agreement shall ------------------------------------ terminate as to the Rate Agent and Remarketing Underwriter on the effective date of the removal of such Rate Agent and Remarketing Underwriter pursuant to Section 4 hereof. Section 9. Rate Agent's and Remarketing Underwriter's Performance; Duty ------------------------------------------------------------ of Care. The duties and obligations of the Rate Agent and Remarketing - ------- Underwriter hereunder shall be determined solely by the express provisions of this Agreement and the Notes and the Indenture and, in the case of the Remarketing Underwriter, the applicable Remarketing Underwriting Agreement. Section 10. Governing Law. This Agreement shall be governed by and ------------- construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in such State. 5 Section 11. Term of Agreement. Unless otherwise terminated in ----------------- accordance with the provisions hereof, this Agreement shall remain in full force and effect from the date hereof until the first day thereafter on which no Notes are outstanding. Section 12. Successors and Assigns. The rights and obligations of the ---------------------- Company hereunder may not be assigned or delegated to any other person without the prior written consent of Merrill Lynch. The rights and obligations of Merrill Lynch hereunder may not be assigned or delegated to any other person without the prior written consent of the Company. This Agreement shall inure to the benefit of and be binding upon the Company and Merrill Lynch and their respective successors and assigns. The terms "successors" and "assigns" shall not include any purchaser of any Notes merely because of such purchase. Section 13. Headings. Section headings have been inserted in this -------- Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provisions of this Agreement. Section 14. Severability. If any provision of this Agreement shall be ------------ held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any or all jurisdictions because it conflicts with any provision of any constitution, statute, rule or public policy or for any other reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other case, circumstances or jurisdiction, or of rendering any other provision or provisions of this Agreement invalid, inoperative or unenforceable to any extent whatsoever. 6 Section 15. Counterparts. This Agreement may be executed in several ------------ counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document. Section 16. Amendments. This Agreement may be amended by any instrument ---------- in writing signed by each of the parties hereto. Section 17. Notices. Unless otherwise specified, any notices, requests, ------- consents or other communications given or made hereunder or pursuant hereto shall be made in writing or transmitted by any standard form of telecommunication or by telephone and confirmed in writing. All written notices shall be deemed to be validly given or made, if delivered by hand, when so delivered, or if mailed, when mailed registered or certified mail, return receipt requested and postage prepaid. All notices by telecommunication (including telephone) shall be deemed to be validly given or made when received. All such notices, requests, consents or other communications shall be addressed as follows: if to the Company, to TCI Communications, Inc., Terrace Tower II, 5619 DTC Parkway, Englewood, Colorado 80111-300, Attention: Bernard Schotters, Senior Vice President; and if to Merrill Lynch, to Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch World Headquarters, North Tower, World Financial Center, New York, New York 10281-1305, Attention: Debt Syndicate, or to such other address as either of the above shall specify to the other in writing. 7 Section 18. Benefit. Nothing in this Agreement, express or implied, is -------- intended or shall be construed to confer upon or give any person other than the parties hereto any remedy or claim under or by reason of this Agreement or any term, covenant or condition hereof, all of which shall be for the sole and exclusive benefit of the parties. IN WITNESS WHEREOF, each of the Company and the Remarketing Underwriter has caused this Agreement to be executed in its name and on its behalf by one of its duly authorized officers as of the date first above written. TCI COMMUNICATIONS, INC. By /s/ Bernard W. Schotters ---------------------------------- Name: Bernard W. Schotters Title: Senior Vice President and Treasurer MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By /s/ Gregg Seibert ----------------------------------- Name: Gregg Seibert Title: Managing Director EXHIBIT A REMARKETING UNDERWRITING AGREEMENT Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated hereby agrees to purchase the Notes described below (the "Notes") that have been tendered by the holders thereof for sale on September 15, _____ (the "Tender Date"). It is acknowledged and agreed that the Notes need not be further registered under the Securities Act of 1933, as amended (the "Act"), and that, in connection with the remarketing of the Notes by the Remarketing Underwriter in accordance with the terms of the Agreement, no prospectus meeting the requirements of Section 10 of the Act need be delivered, or filed pursuant to Rule 424 of the Act. It is understood that the Remarketing Underwriter will deliver to purchasers and prospective purchasers, in connection with the remarketing, one or more forms of written communication describing the terms of the Notes (each, a "Remarketing Memorandum"), the form of each of which shall be delivered to the Company (not less than two Business Days prior to its use) and subject to the approval of the Company prior to its use by the Remarketing Underwriter, which approval shall not be unreasonably withheld. The Remarketing Underwriter shall offer to purchase Notes and purchase validly tendered Notes on the Tender Date in accordance with all applicable laws and regulations and interpretations of the Securities and Exchange Commission. The provisions of Sections 4, 5, 6, 7 and 8 of the attached Underwriting Agreement are incorporated in their entirety into this Agreement and made applicable to the obligations of the Remarketing Underwriter to the extent applicable to any remarketing of the Notes, except as explicitly amended hereby. All references therein to "you" or to the "Underwriter" shall be deemed to refer to the Remarketing Underwriter, all references to "Offered Debt Securities" shall be deemed to refer to the Notes, all references to the "Closing Date" shall be deemed to refer to the Tender Date. To the extent such provisions refer to the "Prospectus" or the "Registration Statement," such references shall be deemed to refer to any Remarketing Memorandum or registration statement, if any, that the Company is required to prepare or file pursuant to applicable law, regulations or interpretations of the Securities and Exchange Commission in effect at the time of such remarketing of the Notes. For purposes of the fourth paragraph of Article 6 of the attached Underwriting Agreement, amounts paid by the Remarketing Underwriter shall be deemed the "total net proceeds from the offering of the Offered Debt Securities received by the Company". All capitalized terms not otherwise defined in this Agreement have the meanings assigned thereto in the Notes, the form of which is attached hereto. Remarketing Underwriter and address: Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Merrill Lynch World Headquarters World Financial Center North Tower New York, New York 10281-1305 Title of Notes: Remarketed Floating Rate Reset Notes Due September 15, 2003 Principal Amount of Notes to be The aggregate principal amount of all purchased: Notes tendered for resale on the Tender Date. Title of Indenture: Indenture, dated as of December 20, 1995, between TCI Communications, Inc. (the "Company") and The Bank of New York, as trustee. Note Trustee: The Bank of New York Current Ratings: -------------------------- Certain Terms of the Notes: Maturity: September 15, 2003 Spread Determination Date: _____ __, ____ Tender Notice Date: _____ __, ____ Interest Reset Dates: _____ __, ____ Tender Date: _____ __, ____ New Interest Rate: As determined by application of the provisions set forth in the attached form of the Notes on the LIBOR Determination Date. Spread: [Plus/Minus] ______ basis points. Interest Payment Dates: December 15, March 15, June 15 and September 15 2 Subsequent Spread Period: September 15, ____ to September 15, ____ Redemption Provisions: Redeemable as set forth in the attached Prospectus Supplement dated September 6, 1996; [describe additional redemption provisions, if any] Beneficial Owner Tender Provisions: As set forth in the attached Prospectus Supplement dated September 6, 1996. In the event that the Remarketing Underwriter fails to purchase all Notes validly tendered for purchase on the Tender Date, then the Remarketing Underwriter shall promptly notify the Company and the Trustee of such failure. Shorter Subsequent Spread Period: In the event that (A) the Remarketing Underwriter fails to purchase all Notes validly tendered for purchase on the Tender Date for any reason, and (B) the Company has not given notice of redemption of all of the Notes then outstanding in accordance with the provisions described in the attached form of the Notes, then the Subsequent Spread Period shall be a period of one year, which Subsequent Spread Period shall be deemed to have commenced upon the Commencement Date that coincides with the Tender Date. Indemnity for Excess Interest and In the event that (A) the Remarketing Redemption Expenses: Underwriter fails to purchase all Notes tendered for purchase on the Tender Date for any reason (other than failure of any of the conditions to the obligations of the Remarketing Underwriter contained in Section 7 of the Underwriting Agreement and incorporated herein by reference or termination of the Underwriting Agreement by the Remarketing Underwriter pursuant to Section 8 of the Underwriting Agreement and incorporated herein by reference or by the Company without cause), such failure to purchase hereinafter referred to as a "Failure", and (B) the Company has not given notice of redemption of all of the Notes then outstanding in accordance with the provisions described in 3 the attached Prospectus Supplement dated September 6, 1996, then the Subsequent Spread Period shall have a term of one year and the Remarketing Underwriter shall pay to the Company on each Interest Payment Date during such Subsequent Spread Period an amount equal to the excess of (a) the aggregate interest payable by the Company on the Notes on such Interest Payment Date over (b) the aggregate interest that would have been payable by the Company on the Notes had the Failure not occurred. In the event that (A) a Failure occurs and (B) the Company thereafter redeems all of the Notes then outstanding (through notice given on the first or second Business Day following the Tender Date) through a refinancing involving the issuance of new debt securities (the "New Debt"), then the Remarketing Underwriter shall pay to the Company (X) on the next Business Day following such redemption, an amount equal to the fees and expenses incurred by the Company as a result of such refinancing and an amount equal to interest accrued on the Notes from the Commencement Date coinciding with the Tender Date to the date of such redemption, and (Y) subject to the following paragraph, on each interest payment date in respect of such New Debt an amount equal to the excess of (a) the lesser of (i) the aggregate interest payable on the New Debt on such interest payment date calculated at the actual interest rate borne by the New Debt and (ii) the aggregate interest that would be payable on the New Debt on such interest payment date if such New Debt bore interest at a rate per annum equal to the applicable LIBOR plus the Alternate Spread for the Subsequent Spread Period selected by the Company on the Spread Determination Date, over (b) the aggregate interest that would have been payable by the Company on the Notes for a period equivalent to the interest period on the New Debt, assuming the interest rate for such 4 period equaled that determined in accordance with the terms of the Notes assuming that no Failure had occurred. The obligation of the Remarketing Underwriter to pay such indemnity in either case shall cease upon the earlier to occur of: (a) the first anniversary of the Tender Date and (b) the subsequent redemption of all Notes outstanding or New Debt outstanding, as the case may be, through any refinancing of the principal amount of all such Notes or New Debt then outstanding that results in an actual effective interest rate on such principal amount that is less than the rate that would have been in effect on the Notes but for the Failure; provided, however, that such cessation of the obligation of the Remarketing Underwriter to pay such indemnity shall have no effect on the obligation of the Remarketing Underwriter to so indemnify the Company for such amounts owed by the Remarketing Underwriter to the Company prior to such cessation. Legal Opinion: The opinion required to be delivered pursuant to Section 7(b)(D)(iii) of the attached Underwriting Agreement shall be modified to read as follows "(iii) the Notes have been duly authorized; a single global Note registered in the name of CEDE & Co., a nominee of The Depository Trust Company ("DTC"), has been duly authenticated in accordance with the provisions of the Indenture, paid for and delivered to DTC, and constitutes a valid and binding obligation of the Company; and the Underwriter will acquire the rights of a bona fide purchaser (as such terms are defined in the Uniform Commercial Code as in effect in the State of New York (the "UCC")) in any portion of the Notes transferred to the Underwriter by a prior owner thereof as recorded on the books of DTC, provided that (i) the portion of the Notes transferred is an authorized denomination of the Notes, (ii) the transfer is recorded on the books of DTC by a 5 debit to the transferor's account with DTC and a credit to the Underwriter's account with DTC, (iii) the Underwriter makes payment to such transferor of value for such transfer and (iv) the Underwriter purchases such interest in good faith and without notice of any adverse claim, within the meaning of the UCC. The opinion required to be delivered pursuant to Section 7(c) of the attached Underwriting Agreement may be delivered by any counsel designated by the Remarketing Underwriter and reasonably acceptable to the Company. Form of Notes: Global certificate registered in the name of the nominee of the depository of the Notes, which currently is CEDE & Co. and DTC, respectively. The beneficial owners of the Notes ("Beneficial Owners") are not entitled to receive definitive certificates representing their Notes. A Beneficial Owner's ownership of a Note currently is recorded on or through the records of the brokerage firm or other entity that is a participant in DTC and that maintains such Beneficial Owner's account. Purchase Price: 100% of the principal amount of the Notes. Payable to DTC for the Beneficial Owners of Tendered Notes. Remarketing fee: ___% of the principal amount of the Notes purchased by the Remarketing Underwriter. ___% of the principal amount of the Notes not tendered for purchase on the Tender Date that will remain outstanding after the Tender Date. Beneficial Owners who have an account at the Remarketing Underwriter and tender their Notes through such account will not be required to pay any fee or commission to the Remarketing Underwriter. 6 Closing Date; Tender Date: Baker & Botts, L.L.P., 599 Lexington Avenue, New York, New York 10022-6030, at 10:00 a.m., New York City time, on the Tender Date. The foregoing terms are hereby confirmed and agreed to as of this _____ day of _______________, ___. TCI COMMUNICATIONS, INC. By _________________________________ Title: MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated By ________________________________ Title: 7 EX-4.1 4 FORM OF REMARKETED FLOATING RATE RESET NOTES Exhibit 4.1 GLOBAL CERTIFICATE UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES OF DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. No. R-1 $350,000,000 TCI COMMUNICATIONS, INC. Remarketed Floating Rate Reset Note due September 15, 2003 CUSIP 872287 AH0 TCI Communications, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein referred to as the "Company"), for value received, hereby promises to pay to CEDE & CO. or registered assigns, in the Borough of Manhattan, The City of New York, the principal sum of THREE HUNDRED FIFTY MILLION DOLLARS ($350,000,000), on September 15, 2003, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest (computed on the basis of a 360-day year) quarterly in arrears on December 15, March 15, June 15 and September 15 of each year (or, if not a Business Day (as defined below), on the next succeeding Business Day (except as described below)) (each, an "Interest Payment Date"), commencing December 16, 1996, on the principal amount of this Global Note, in like coin or currency, at the rate per annum from time to time in effect as set forth below, from the most recent date to which interest has been paid or, if no interest has been paid, from September 11, 1996. The interest so payable on any December 15, March 15, June 15 or September 15 will, subject to certain exceptions provided in the Indenture referred to below, be paid to the person in whose name this Global Note is registered at the close of business on the December 1, March 1, June 1 and September 1 preceding such December 15, March 15, June 15 or September 15, respectively. This Global Note is issued in respect of a duly authorized issue of Securities of the Company, designated as the Remarketed Floating Rate Reset Notes due September 15, 2003 of the Company (herein called the "Notes"), limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $350,000,000. The Notes represent one of a duly authorized series of Securities of the Company, issued and to be issued in one or more series under an Indenture, dated as of December 20, 1995 (such Indenture is hereinafter referred to as the "Indenture"), between the Company and The Bank of New York, as trustee (herein called the "Trustee"). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by the Trust Indenture Act of 1939, as amended (the "Act"). The Notes are subject to all such terms, and beneficial owners of interests in this Global Note are referred to the Indenture and the Act for a statement of such terms. All terms used in this Global Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Notes of this series are general and unsecured obligations of the Company. Except as provided below, owners of beneficial interests in the Notes evidenced by this Global Note will not be entitled to receive definitive Notes evidencing such ownership. Beneficial interests in the Notes will be held through a depositary selected by the Company, which initially is The Depository Trust Company (the "Depositary"). This Global Note will be deposited with and held by the Depositary and is registered in the name of the Depositary's nominee. So long as the Depositary's nominee is the registered owner of this Global Note, such nominee for all purposes will be considered the sole owner of the Notes under the Indenture. If the Depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 calendar days of its receipt of notice from the Depositary to such effect, the Company will issue Notes in definitive form in exchange for this Global Note. In addition, the Company may at any time determine not to have the Notes represented by a Global Note. In either instance, an owner of a beneficial interest in this Global Note will be entitled to have Notes equal in principal amount to such beneficial interest registered in its name and will be entitled to physical delivery of such Notes in definitive form. Notes so issued in definitive form will be issued in denominations of $1,000 and any integral multiple thereof and will be issued in registered form only, without coupons. The interest rate on the Notes will reset quarterly. The Notes will bear interest at a per annum rate (computed on the basis of the actual number of days elapsed over a 360-day year) equal to LIBOR (as defined below) for the applicable Quarterly Period (as defined below) plus the applicable Spread (as defined below). The initial Quarterly Period will be the period from and including September 11, 1996 to but excluding the first Interest Payment Date (December 16, 1996) (the "Initial Quarterly Period"). Thereafter, each Quarterly Period will be from and including the most recent Interest Payment Date to which interest has been paid to but excluding the next Interest Payment Date; the first day of a Quarterly Period is referred to herein as an "Interest Reset Date." The Spread applicable during the one year period ending on September 15, 1997 (the "Initial Spread Period") shall be .65% (the "Initial Spread"). Thus, the interest rate per annum 2 during the Initial Quarterly Period will be equal to LIBOR, determined as of September 9, 1996, plus .65%. The interest rate per annum for each succeeding Quarterly Period during the Initial Spread Period will equal LIBOR for such Quarterly Period plus the Initial Spread. Thereafter, the Spread will be determined in the manner described below for each subsequent Spread period (a "Subsequent Spread Period"), which will be the period of at least one year and not more than six years, designated by the Company, commencing on a September 15 (the "Commencement Date") and ending one, two, three, four, five or six years subsequent, as the case may be, through and including 2003 (except that no Subsequent Spread Period may end after September 15, 2003). If any Interest Payment Date (other than at maturity or upon redemption), Interest Reset Date, Spread Determination Date (as defined below), Commencement Date or Tender Date (as defined below) would otherwise be a day that is not a Business Day, such Interest Payment Date, Interest Reset Date, Spread Determination Date, Commencement Date or Tender Date will be postponed to the next succeeding day that is a Business Day, except that if such Business Day is in the next succeeding calendar month, such Interest Payment Date, Interest Reset Date, Spread Determination Date, Commencement Date or Tender Date shall be the next preceding Business Day. If the maturity date or a redemption date falls on a day that is not a Business Day, the related payment of principal and interest will be made on the next succeeding Business Day as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such dates. LIBOR applicable for each Quarterly Period will be determined by the Rate Agent (as defined below) as of the second London Business Day (as defined below) (the "LIBOR Determination Date") preceding each Interest Reset Date (September 9, 1996 in the case of the Initial Quarterly Period) in accordance with the following provisions: (i) LIBOR will be determined on the basis of the offered rates for three-month deposits in U.S. Dollars of not less than U.S. $1,000,000, commencing on the second London Business Day immediately following such LIBOR Determination Date, which appears on the Telerate Page 3750 (as defined below) as of approximately 11:00 a.m., London time, on such LIBOR Determination Date. "Telerate Page 3750" means the display designated on page "3750" on the Telerate Service (or such other page as may replace the 3750 page on that service or such other service or services as may be nominated by the British Bankers' Association for the purpose of displaying London interbank offered rates for U.S. Dollar deposits). If no rate appears on the Telerate Page 3750, LIBOR for such LIBOR Determination Date will be determined in accordance with the provisions of paragraph (ii) below. (ii) With respect to a LIBOR Determination Date on which no rate appears on Telerate Page 3750 as of approximately 11:00 a.m., London time, on such LIBOR 3 Determination Date, the Rate Agent shall request the principal London offices of each of four major reference banks in the London interbank market selected by the Rate Agent to provide the Rate Agent with a quotation of the rate at which three-month deposits in U.S. Dollars, commencing on the second London Business Day immediately following such LIBOR Determination Date, are offered by it to prime banks in the London interbank market as of approximately 11:00 a.m., London time, on such LIBOR Determination Date and in a principal amount equal to an amount of not less than U.S. $1,000,000 that is representative for a single transaction in such market at such time. If at least two such quotations are provided, LIBOR for such LIBOR Determination Date will be the arithmetic mean of such quotations as calculated by the Rate Agent. If fewer than two quotations are provided, LIBOR for such LIBOR Determination Date will be the arithmetic mean of the rates quoted as of approximately 11:00 a.m., New York City time, on such LIBOR Determination Date by three major banks in The City of New York selected by the Rate Agent (after consultation with the Company) for loans in U.S. Dollars to leading European banks, having a three-month maturity commencing on the second London Business Day immediately following such LIBOR Determination Date and in a principal amount equal to an amount of not less than U.S. $1,000,000 that is representative for a single transaction in such market at such time; provided, however, that if the banks selected as aforesaid by the Rate Agent are not quoting as mentioned in this sentence, LIBOR for such LIBOR Determination Date will be the LIBOR determined with respect to the immediately preceding LIBOR Determination Date, or in the case of the first LIBOR Determination Date, LIBOR for the Initial Quarterly Period. The Spread that will be applicable during each Subsequent Spread Period will be the percentage (a) recommended by the Remarketing Underwriter (as defined below) so as to result in a rate that, in the opinion of the Remarketing Underwriter, will enable tendered Notes to be remarketed by the Remarketing Underwriter at 100% of the principal amount thereof, as described below, and (b) agreed to by the Company. Unless notice of redemption of the Notes as a whole has been given, the Spread for each Subsequent Spread Period and the duration of such Subsequent Spread Period will be established by 3:00 p.m., New York City time, on the 10th calendar day prior to the Commencement Date of such Subsequent Spread Period (the "Spread Determination Date"). The term "Business Day" means any day other than a Saturday or Sunday or a day on which banking institutions in The City of New York are required or authorized to close and that is also a London Business Day. The term "London Business Day" means any day on which dealings in U.S. Dollars are transacted in the London interbank market. In the event that the Company and the Remarketing Underwriter do not agree on the Spread for any Subsequent Spread Period, then (1) the Subsequent Spread Period will be one year, (2) the Spread for such Subsequent Spread Period will be the Alternate Spread and (3) the Notes will be redeemable at the option of the Company, in whole or in part in the manner described below (with respect to a redemption by the Company on September 15, 1997 or any 4 September 15 following the end of a Subsequent Spread Period), upon at least 10 Business Days notice given by no later than the second Business Day after the Spread Determination Date at a redemption price equal to 100% of the principal amount thereof, together with accrued interest to the redemption date. The Alternate Spread will be the percentage equal to LIBOR (determined as described above) for the Quarterly Period beginning on the Commencement Date for such Subsequent Spread Period. All percentages resulting from any calculation of any interest rate for the Notes will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one millionths of a percentage point rounded upward and all dollar amounts will be rounded to the nearest cent, with one half cent being rounded upward. Unless notice of redemption of the Notes as a whole has been given, the Company will cause a notice to be published on the New York Business Day (as defined below) next following the Spread Determination Date for each Subsequent Spread Period in the manner described below, specifying (1) the term of such Subsequent Spread Period, (2) the Spread for such Subsequent Spread Period, (3) that LIBOR for the initial Quarterly Period of such Subsequent Spread Period will be determined as of the relevant LIBOR Determination Date (which date shall be specified in such notice), and (4) the identity of the Remarketing Underwriter, if applicable. Such notice will be given by publication in a daily newspaper in the English language of general circulation in The City of New York. The term "New York Business Day" means any day other than a Saturday or Sunday or a day on which banking institutions in the City of New York are required or authorized to close. In the event the Company and the Remarketing Underwriter agree on the Spread on the Spread Determination Date with respect to any Subsequent Spread Period, the Company and the Remarketing Underwriter will enter into a Remarketing Underwriting Agreement (the "Remarketing Underwriting Agreement") on such Spread Determination Date, under which the Remarketing Underwriter will agree, subject to the terms and conditions set forth therein, to purchase from tendering Noteholders on September 15, 1997 and on any September 15 thereafter immediately following the end of a Subsequent Spread Period (the "Tender Date") all Notes with respect to which the Remarketing Underwriter receives a Tender Notice as described below at 100% of the principal amount thereof (the "Purchase Price"). In such event (except as otherwise provided below), each beneficial owner of a Note may, at such owner's option, upon giving notice as provided below (the "Tender Notice"), tender such Note for purchase by the Remarketing Underwriter on the Tender Date at the Purchase Price. The Purchase Price will be paid by the Remarketing Underwriter in accordance with the standard procedures of the Depositary. Interest accrued on the Notes with respect to the preceding Quarterly Period will be paid by the Company in the manner described above. The Tender Notice must be received by the Remarketing Underwriter during the period commencing on the calendar day (or, if not a Business Day, on the next succeeding Business Day) next following the Spread Determination Date and ending at 5:00 p.m., New York City 5 time, on the fifth calendar day (or, if not a Business Day, on the next succeeding Business Day) following the Spread Determination Date (the "Notice Date"). Except as otherwise provided below, a Tender Notice shall be irrevocable. If a Tender Notice is not received for any reason by the Remarketing Underwriter with respect to any Note by 5:00 p.m., New York City time, on the Notice Date, the beneficial owner of such Note shall be deemed to have elected not to tender such Note for purchase by the Remarketing Underwriter. The obligation of the Remarketing Underwriter to purchase Notes from tendering Noteholders will be subject to several conditions precedent set forth in the Remarketing Underwriting Agreement. In addition, the Remarketing Underwriting Agreement will provide for the termination thereof by the Remarketing Underwriter upon the occurrence of certain events. In the event that, with respect to any Subsequent Spread Period, the Remarketing Underwriter does not for any reason purchase on the relevant Tender Date all of the Notes for which a Tender Notice shall have been given, then (1) all such Tender Notices will be null and void, (2) none of the Notes for which such Tender Notices shall have been given will be purchased by the Remarketing Underwriter on such Tender Date, (3) the Subsequent Spread Period will be one year, which Subsequent Spread Period shall be deemed to have commenced upon the applicable Commencement Date, (4) the Spread for such Subsequent Spread Period shall be the Alternate Spread and (5) the Notes shall be redeemable at the option of the Company, in whole or in part in the manner described below (with respect to a redemption by the Company on September 15, 1997 or any September 15 following the end of a Subsequent Spread Period), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest to the redemption date, upon at least 10 Business Days prior notice published in a daily newspaper in the English language of general circulation in The City of New York by no later than the second Business Day following the relevant Tender Date. No beneficial owner of any Note shall have any rights or claims under the Remarketing Underwriting Agreement or against the Company or the Remarketing Underwriter as a result of the Remarketing Underwriter not purchasing such Notes, except as provided in clause (4) of the last sentence of the preceding paragraph. The Company will have no obligation under any circumstance to repurchase any Notes, except in the case of Notes called for redemption as described herein and in the case of a Change of Control as described below. If the Remarketing Underwriter does not purchase all Notes tendered for purchase on any Tender Date, it will promptly notify the Company and the Trustee. As soon as practicable after receipt of such notice, the Company will cause a notice to be published specifying (1) the one-year term of the Subsequent Spread Period, (2) the Spread for such Subsequent Spread Period (which shall be the Alternate Spread) and (3) LIBOR for the initial Quarterly Period of such Subsequent Spread Period. Such notice will be published on a New York Business Day in a daily newspaper in the English language of general circulation in The City of New York. The term "Remarketing Underwriter" means the nationally recognized broker-dealer selected by the Company to act as remarketing underwriter (the "Remarketing Underwriter"). 6 The term "Rate Agent" means the nationally recognized broker-dealer selected by the Company as its agent to determine LIBOR and the interest rate of the Notes for any Quarterly Period (the "Rate Agent"). Pursuant to a Remarketing Agreement dated as of September 6, 1996 with the Company, Merrill Lynch, Pierce, Fenner & Smith Incorporated has agreed to act as Remarketing Underwriter and Rate Agent. The Company, in its sole discretion, may change the Remarketing Underwriter and the Rate Agent for any Subsequent Spread Period at any time on or prior to 3:00 p.m., New York City time, on the Spread Determination Date relating thereto. The Notes may not be redeemed by the Company prior to September 15, 1997. On that date and on any September 15 thereafter immediately following the end of a Subsequent Spread Period, the Notes may be redeemed, at the option of the Company, in whole or in part, upon notice thereof given at any time during the 45 calendar day period ending on the tenth calendar day prior to the redemption date (provided that notice of any partial redemption must be given at least 15 calendar days prior to the redemption date), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest to such redemption date. The Company may also redeem the Notes, in whole or in part, as described above following (i) a failure by the Company and the Remarketing Underwriter to agree on the Spread for a Subsequent Spread Period or (ii) a failure by the Remarketing Underwriter to purchase on the relevant Tender Date all Notes for which a Tender Notice shall have been given. In the event of any redemption of less than all of the outstanding Notes, the particular Notes to be redeemed will be selected by the Company by such method as the Company shall deem fair and appropriate. So long as the Global Note is held by the Depositary, the Company will give notice to the Depositary, and the Depositary will determine the principal amount to be redeemed from the account of each of its participants. Notice of redemption of the Notes shall be given by publication in a daily newspaper in the English language of general circulation of The City of New York. In the event that (i) a Change of Control occurs on or before September 15, 2003, and (ii) on any date during the period commencing 90 days prior to and ending 90 days after the date on which a public filing has been made with the Securities and Exchange Commission or other general public disclosure has been made indicating the occurrence of such Change of Control, two or more Downgrading Agencies shall downgrade their respective ratings of the Notes from the ratings in effect at the beginning of such 180-day period (the occurrence of the conditions specified in both (i) and (ii) being a "Put Event") (except that a Put Event shall not be deemed to have occurred if there are at least two National Rating Agencies that have ratings of the Notes in effect at the beginning of such 180-day period that are not Downgrading Agencies), the beneficial owner of each Note will have the right to put all or part of such Note to the Company for purchase at a purchase price of 100% of the principal amount thereof, plus interest accrued and unpaid to the date fixed for purchase, upon the terms and conditions specified in the Indenture and subject to the rules and practices of the Depositary. In case an Event of Default (as defined in the Indenture) with respect to the Notes shall have occurred and be continuing, the principal hereof may be declared, and upon such 7 declaration shall become, due and payable, in the manner, with the effect and subject to the provisions provided in the Indenture. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented, and any past default or compliance with any provision may be waived insofar as the Notes are concerned, with the consent of the holders of a majority in aggregate principal amount of the outstanding Notes. Without the consent of any Noteholder, the Company and the Trustee may amend or supplement the Indenture or the Securities of any series (including the Notes) to cure any ambiguity, defect or to make certain other changes specified in the Indenture or any change that, in the opinion of the Board of Directors, does not materially adversely affect the rights of any Noteholder. The Company, the Trustee, and any agent of the Company or the Trustee may treat the registered holder hereof as the absolute owner of this Global Note for all purposes. A director, officer, employee or stockholder (past, present or future), as such, of the Company or the Trustee or any successor of either thereof shall not have any liability for any obligations of the Company or the Trustee under the Notes or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each beneficial owner of an interest in this Global Note, by accepting such interest, waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Notes. When a successor corporation assumes all of the obligations of its predecessor under the Notes and the Indenture, the predecessor corporation will be released from those obligations. This Global Note shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by the Trustee. IN WITNESS WHEREOF, TCI Communications, Inc. has caused this Global Note to be signed manually or by facsimile by its President or its Chairman of the Board and by its Treasurer or its Secretary, and has caused its corporate seal to be affixed hereunto or imprinted hereon. Dated: September 11, 1996 TCI COMMUNICATIONS, INC. By:/s/ Brendan R. Clouston ---------------------------------- President [Company Seal appears here] By:/s/ Stephen M. Brett ---------------------------------- Secretary 8 CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture. THE BANK OF NEW YORK as Trustee By /s/ Walter N. Gitlin -------------------------------- Authorized Signatory 9 EX-5.1 5 OPINION OF BAKER & BOTTS Exhibit 5.1 September 11, 1996 TCI Communications, Inc. Terrace Tower II 5619 DTC Parkway Englewood, CO 80111 Gentlemen: Reference is made to the registration statement on Form S-3 (File No. 33-63139) (the "Registration Statement") which was filed with and declared effective by the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933 (the "Act"), in connection with the proposed offering from time to time (i) by TCI Communications, Inc., a Delaware Corporation (the "Company") of senior, senior subordinated or subordinated debt securities of the Company ("Debt Securities") for an aggregate initial offering price of up to $3,000,000,000 (or the equivalent thereof denominated in one or more foreign currencies, foreign currency units or composite currencies), and (ii) by Tele-Communications, Inc., a Delaware corporation ("Parent") of such indeterminate number of shares of Series A TCI Group Common Stock, $1.00 par value per share, of Parent, as may be issued from time to time upon conversion of any of the Debt Securities so registered that are issued as convertible Debt Securities and guarantees of the Parent which may be issued in respect of Debt Securities so registered. The term "Registration Statement", as used herein, means such registration statement, as amended or supplemented to the date hereof, including all exhibits (other than Statements of Eligibility and Qualification on Form T-1 under the Trust Indenture Act of 1939 of the trustees) and the documents incorporated by reference therein, as amended. As described in the Registration Statement, the Company may, among other Debt Securities, offer Senior Debt Securities to be issued under an Indenture, dated as of December 20, 1995, ("Indenture"), between the Company and The Bank of New York, as Trustee (the "Trustee"). On September 6, 1996, the Company entered into an underwriting agreement (the "Underwriting Agreement") with Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Underwriter") pursuant to which the Company agreed to sell to the Underwriter, subject to the conditions stated in the Underwriting Agreement, $350,000,000 aggregate principal amount of a series of the Company's Senior Debt Securities designated as its Remarketed Floating Rate Reset Notes due September 15, 2003 (the "Securities"). On September 6, 1996, the Company also entered into a remarketing agreement (the "Remarketing Agreement") with the Underwriter. You have asked us to pass upon for you certain legal matters in connection with the Securities. In connection therewith, we have examined, among other things, copies of the Restated Certificate of Incorporation and By-Laws of the Company, each as amended; the Underwriting Agreement; the Remarketing Agreement; the Indenture; copies of records of proceedings of the TCI Communications, Inc. Page 2 Company's Board of Directors, including committees thereof; and such other documents, records, certificates and questions of law as we deemed necessary or appropriate for the purpose of this opinion. In rendering this opinion, we have assumed the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed or reproduction copies. We have further assumed that the Indenture, the Underwriting Agreement and the Remarketing Agreement have been duly and validly authorized, executed and delivered by, and constitute the valid and binding obligations of, the parties thereto other than the Company. Based upon the foregoing, we are of the opinion that: The Securities have been duly authorized and, when duly executed by the proper officers of the Company, authenticated and delivered by the Trustee in accordance with the Indenture and issued and sold to the Underwriter pursuant to the terms of the Underwriting Agreement, they will be legally issued, valid and binding obligations of the Company entitled to the benefits of the Indenture and enforceable in accordance with their terms, except (A) as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws affecting the rights of creditors generally, and (B) that equitable remedies may not be available. We hereby consent to the reference to us under the heading "Validity of the Notes" in the Prospectus Supplement dated September 6, 1996 to the Prospectus dated September 6, 1996, forming a part of the Registration Statement and to the incorporation of this opinion by reference into the Registration Statement. In giving the foregoing consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Very truly yours, /s/ Baker & Botts, L.L.P. BAKER & BOTTS, L.L.P. EX-23.2 6 CONSENT OF KPMG PEAT MARWICK LLP 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 (No. 33-63139) on Form S-3 of Tele-Communications, Inc. and TCI Communications, Inc. of our reports, dated March 18, 1996, relating to the consolidated balance sheets of Tele-Communications, Inc. and subsidiaries as of December 31, 1995 and 1994, 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, 1995, and all related financial statement schedules, which reports appear in the December 31, 1995 Annual Report on Form 10-K of Tele-Communications, Inc. and to the reference to our firm under the heading "Experts" in the registration statement. /s/ KPMG Peat Marwick LLP -------------------------------- KPMG Peat Marwick LLP Denver, Colorado September 6, 1996 EX-23.3 7 CONSENT OF KPMG PEAT MARWICK LLP Exhibit 23.3 Consent of Independent Auditors ------------------------------- The Board of Directors and Stockholders Liberty Media Corporation: We consent to the incorporation by reference in the Registration Statement (No. 33-63139) on Form S-3 of Tele-Communications, Inc. and TCI Communications, Inc. of our report, dated March 18, 1994, relating to the consolidated statement of operations, stockholders' equity, and cash flows of Liberty Media Corporation and subsidiaries for the year ended December 31, 1993, which report appears in the December 31, 1995 Annual Report on Form 10-K of Tele-Communications, Inc. and to the reference to our firm under the heading "Experts" in the registration statement. Our report refers to a change in the method of accounting for income taxes. /s/ KPMG Peat Marwick LLP ----------------------------- KPMG Peat Marwick LLP Denver, Colorado September 6, 1996 EX-23.4 8 CONSENT OF KPMG PEAT MARWICK LLP Exhibit 23.4 Consent of Independent Auditors ------------------------------- The Board of Directors and Stockholders TCI Communications, Inc.: We consent to the incorporation by reference in the Registration Statement (No. 33-63139) on Form S-3 of Tele-Communications, Inc. and TCI Communications, Inc. of our report, dated March 18, 1996, relating to the consolidated balance sheets of TCI Communications, Inc. and subsidiaries as of December 31, 1995 and 1994, and the related consolidated statements of operations, stockholder's(s') equity, and cash flows for each of the years in the three-year period ended December 31, 1995, and all related financial statement schedules, which reports appear in the December 31, 1995 Annual Report on Form 10-K of TCI Communications, Inc. and to the reference to our firm under the heading "Experts" in the registration statement. /s/ KPMG Peat Marwick LLP ------------------------------------------------- KPMG Peat Marwick LLP Denver, Colorado September 6, 1996 EX-23.5 9 CONSENT OF KPMG PEAT MARWICK LLP Exhibit 23.5 Consent of Independent Auditors ------------------------------- The Board of Directors and Stockholders Tele-Communications, Inc.: We consent to the incorporation by reference in the Registration Statement (No. 33-63139) on Form S-3 of Tele-Communications, Inc. and TCI Communications, Inc. of our report, dated March 18, 1996, relating to the combined balance sheets of TCI Group as of December 31, 1995 and 1994, and the related combined statements of operations, equity, and cash flows for each of the years in the three-year period ended December 31, 1995, which report appears in the December 31, 1995 Annual Report on Form 10-K of Tele-Communications, Inc. and to the reference to our firm under the heading "Experts" in the registration statement. Our report covering the combined financial statements refers to the effects of not consolidating TCI Group's interest in Liberty Media Group for the periods subsequent to the mergers of TCI Communications, Inc. and Liberty Media Corporation on August 4, 1994. /s/ KPMG Peat Marwick LLP ------------------------------------------------- KPMG Peat Marwick LLP Denver, Colorado September 6, 1996 EX-23.6 10 CONSENT OF KPMG PEAT MARWICK LLP 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 (No. 33-63139) on Form S-3 of Tele-Communications, Inc. and TCI Communications, Inc. of our report, dated March 18, 1996, relating to the combined balance sheets of Liberty Media Group as of December 31, 1995 and 1994, and the related combined statements of operations, equity, and cash flows for each of the years in the three-year period ended December 31, 1995, which report appears in the December 31, 1995 Annual Report on Form 10-K of Tele-Communications, Inc. and to the reference to our firm under the heading "Experts" in the registration statement. /s/ KPMG Peat Marwick LLP ---------------------------------- KPMG Peat Marwick LLP Denver, Colorado September 6, 1996 EX-23.7 11 CONSENT OF KPMG Exhibit 23.7 Consent of Independent Auditors ------------------------------- The Board of Directors and Shareholders of TeleWest plc: We consent to the incorporation by reference in the registration statement (No. 33-63139) on Form S-3 of Tele-Communications, Inc. and TCI Communications, Inc. of our report, dated March 6, 1996, relating to the consolidated balance sheet of TeleWest plc and subsidiaries as of December 31, 1995 and 1994, and the related consolidated statements of operations and cash flows for each of the years in the three year period ended December 31, 1995, which report appears in the December 31, 1995 Annual Report on Form 10-K of Tele-Communications, Inc. and to the reference to our firm under the heading "Experts" in the registration statement. /s/ KPMG ------------------------------ KPMG London, England September 9, 1996 EX-23.8 12 CONSENT OF KPMG FINSTERBUSCH PICKENHAYN SIBILLE Exhibit 23.8 Consent of Independent Auditors ------------------------------- The Board of Directors and Shareholders of Tele-Communications International, Inc: We consent to the incorporation by reference in the registration statement (No. 33-63139) on Form S-3 of Tele-Communications, Inc. and TCI 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 report appears in the Current Report on Form 8-K of Tele-Communications, Inc., dated April 20, 1995, as amended, and to the reference to our firm under the heading "Experts" in the registration statement. KPMG FINSTERBUSCH PICKENHAYN SIBILLE /s/ Juan Carlos Pickenhayn - --------------------------------------- Juan Carlos Pickenhayn Partner Buenos Aires, Argentina September 6, 1996 EX-23.9 13 CONSENT OF PRICE WATERHOUSE LLP Exhibit 23.9 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference in the Prospectus constituting part of the Registration Statement No. 33-63139 on Form S-3 of TCI Communications, Inc. of our report dated February 14, 1996, relating to the combined balance sheets of VII Cable as of December 31, 1995 and 1994, and the related combined statements of operations and cash flows for each of the years in the three-year period ended December 31, 1995 which appear in the Current Report on Form 8-K of TCI Communications, Inc. We also consent to the reference to us under the heading "Experts" in such Prospectus. /s/ Price Waterhouse LLP - ------------------------ PRICE WATERHOUSE LLP 150 Almaden Boulevard San Jose, California September 6, 1996 -----END PRIVACY-ENHANCED MESSAGE-----