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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Tele-Communications, Inc.
- -----------------------------------------------------------------
(Name of Issuer)
Class B 6% Cumulative Redeemable Exchangeable Junior Preferred
Stock, $.01 par value
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(Title of Securities)
87924V309
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(CUSIP Number)
Check the following box if a fee is being paid with this
statement /X/. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 87924V309 13G Page 2 of 7 Pages
------------ ---- -----
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Salomon Inc
22-1660266
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
NUMBER OF ---
SHARES
- ---------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 150,142
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING ---
PERSON
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WITH 8 SHARED DISPOSITIVE POWER
150,142
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,142
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
- ----------------------------------------------------------------
11 PERCENT REPRESENTED BY AMOUNT IN ROW 9
9.3%
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12 TYPE OF REPORTING PERSON*
HC, CO
- ----------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Item 1(a). Name of Issuer:
Tele-Communications, Inc. ("TCI")
Item 1(b). Address of Issuer's Principal Executive Offices:
5619 DTC Parkway
Englewood, Colorado 80111
Item 2(a). Name of Person Filing:
Salomon Inc
Item 2(b). Address or Principal Office or, if none,
Residence:
Seven World Trade Center
New York, New York 10048
Item 2(c). Citizenship or Place of Organization:
Delaware
Item 2(d). Title of Securities:
This Statement relates to Class B 6% Cumulative
Redeemable Exchangeable Junior Preferred Stock,
$.01 par value (the "6% Preferred Stock")
Item 2(e). CUSIP Number:
87924V309
Item 3. If this statement is filed pursuant to Rules
13d-1(b) or 13d-2(b), check whether
the person filing is a:
(a) [ ] Broker or Dealer registered under
Section 15 of the Act;
(b) [ ] Bank as defined in Section 3(a)(6) of
the Act;
(c) [ ] Insurance Company as defined in Section
3(a)(19) of the Act;
(d) [ ] Investment Company registered under
Section 8 of the Investment Company Act;
(e) [ ] Investment Adviser registered under
Section 203 of the Investment Advisers Act
of 1940;
(f) [ ] Employee Benefit Plan, Pension Fund
which is subject to the provisions of the
Employee Retirement Income Security Act of
1974 or Endowment Fund; see Section
240.13d-1(b)(1)(ii)(F);
(g) [X] Parent Holding Company, in accordance
with Section 240.13d-1(b)(1)(ii)(G);
(h) [ ] Group, in accordance with
Section 240.13d-1(b)(1)(ii)(H).
Item 4. Ownership.
(a) Amount Beneficially Owned as of July 18,
1996: 150,142 shares.
(b) Percent of 6% Preferred Stock: The
percentage of outstanding 6% Preferred Stock
beneficially owned is 9.3%. Salomon Inc
disclaims that the 6% Preferred Stock
represents a "class".
(c) Number of shares as to which such person
has:
(i) sole power to vote or to direct the vote:
--
(ii) shared power to vote or to direct the vote:
150,142
(iii) sole power to dispose or to direct the
disposition of: --
(iv) shared power to dispose or to direct the
disposition of: 150,142
As of August 31, 1994, Salomon Brothers Inc ("SBI"), a
wholly-owned subsidiary of Salomon Inc, directly
beneficially owned 177,000 shares of 6% Preferred
Stock, and Salomon Brothers Asset Management, Inc
("SBAM"), a wholly-owned subsidiary of Salomon Inc,
directly beneficially owned 10,000 shares of 6%
Preferred Stock. After giving effect to the
completion of the exchange offer of the 6% Preferred
Stock for Liberty Media Class E Cumulative Redeemable
Exchangeable Junior Preferred Stock (the "Liberty
Stock"), 1,675,096 shares of 6% Preferred Stock were
outstanding, based on the number of shares of Liberty
Stock reported to be outstanding in TCI/Liberty
Holding Company's Registration Statement on Form S-4
filed on June 23, 1994. Based on such information,
the 10,000 shares of 6% Preferred Stock beneficially
owned by SBAM represented less than 1% of the 6%
Preferred Stock outstanding, the 177,000 shares of 6%
Preferred Stock beneficially owned by SBI represented
approximately 10.6% of the 6% Preferred Stock
outstanding and the 187,000 shares of 6% Preferred
Stock indirectly beneficially owned by Salomon Inc
represented 11.2% of the 6% Preferred Stock
outstanding.
As of December 31, 1994, SBI directly beneficially
owned 247,000 shares of 6% Preferred Stock, and SBAM
directly beneficially owned 10,000 shares of 6%
Preferred Stock. 1,675,096 shares of 6% Preferred
Stock were reported to be outstanding in TCI's Annual
Report on Form 10-K for the period ended December 31,
1994. Based on such information, the 10,000 shares of
6% Preferred Stock beneficially owned by SBAM
represented less than 1% of the 6% Preferred Stock
outstanding, the 247,000 shares of 6% Preferred Stock
beneficially owned by SBI represented 14.7% of the 6%
Preferred Stock outstanding and the 257,000 shares of
6% Preferred Stock indirectly beneficially owned by
Salomon Inc represented 15.3% of the 6% Preferred
Stock outstanding.
As of December 31, 1995, SBI directly beneficially
owned and Salomon Inc indirectly beneficially owned
250,142 shares of 6% Preferred Stock, representing
15.4% of the 1,620,026 shares of 6% Preferred Stock
reported to be outstanding in TCI's Annual Report on
Form 10-K for the period ended December 31, 1995.
On July 18, 1996, SBI sold 100,000 shares of 6%
Preferred Stock, after which SBI directly beneficially
owned and Salomon Inc indirectly beneficially owned
150,142 shares of 6% Preferred Stock, representing
9.3% of the 1,620,026 shares of 6% Preferred Stock
reported to be outstanding in TCI's Annual Report on
Form 10-K for the period ended December 31, 1995.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact
that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five
percent of the class of securities, check the
following [ ].
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company.
Salomon Inc is filing this Statement on Schedule 13G
pursuant to Rule 13d-1(b)(1)(ii)(G) under the
Securities Exchange Act of 1934, as amended. See
Exhibit 1.
The filing of this Schedule 13G shall not be construed
as an admission that Salomon Inc or SBI is, for
purposes of Section 13(d) or 13(g) of the Securities
Exchange Act of 1934 (the "Exchange Act"), a
beneficial owner of more than five per cent of a class
of equity securities of TCI or subject to the
provisions of Section 13 or 16 of the Exchange Act by
virtue of its ownership of shares of 6% Preferred
Stock; it being understood that, without limitation of
the foregoing, Salomon Inc hereby disclaims that the
6% Preferred Stock is an equity security or a separate
class of equity security within the meaning of Section
13(d) of the Exchange Act and that Salomon Inc or SBI
is required to report its ownership of the 6%
Preferred Stock under Section 13 or 16 of the Exchange
Act.
Item 8. Identification and Classification of Members of the
Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and
were not acquired for the purpose of and do not have
the effect of changing or influencing the control of
the issuer of such securities and were not acquired in
connection with or as a participant in any transaction
having such purpose or effect.
Signature.
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth
in this statement is true, complete and correct.
Dated: July 31, 1996
SALOMON INC
By /s/ Arnold S. Olshin
--------------------------
Name: Arnold S. Olshin
Title: Secretary<PAGE>
EXHIBIT 1
Salomon Brothers Inc ("SBI"), a broker-dealer
registered under Section 15 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), is a Delaware
corporation. Salomon Brothers Asset Management Inc ("SBAM"), an
investment adviser registered under Section 203 of the
Investment Advisers Act of 1940, as amended, is a Delaware
corporation. Each of SBI and SBAM is a wholly-owned subsidiary
of Salomon Brothers Holding Company Inc ("SBHC"), which in turn
is a Delaware corporation that is a wholly-owned subsidiary of
Salomon Inc. The principal places of business of SBI, SBAM and
SBHC are located at Seven World Trade Center, New York, New York
10048. Salomon Inc is filing this Statement on Schedule 13G
pursuant to Rule 13d-1(b)(1)(ii)(G) under the 1934 Act as a
"parent holding company" of SBI and SBAM in order to report (x)
the direct beneficial ownership by SBI and SBAM of the Class B
6% Cumulative Redeemable Exchangeable Junior Preferred Stock,
$.01 par value (the "6% Preferred Stock"), of Tele-
Communications, Inc. and (y) the indirect beneficial ownership
by SBHC and Salomon Inc of the 6% Preferred Stock directly
beneficially owned by SBI and SBAM.
The filing of this Schedule 13G shall not be construed
as an admission that Salomon Inc, SBHC or SBI is, for purposes of
Section 13(d) or 13(g) of the Exchange Act, a beneficial owner of
more than five per cent of a class of equity securities of TCI or
subject to the provisions of Section 13 or 16 of the Exchange Act
by virtue of its ownership of shares of 6% Preferred Stock; it
being understood that, without limitation of the foregoing,
Salomon Inc, SBHC and SBI hereby disclaim that the 6% Preferred
Stock is an equity security or a separate class of equity
security within the meaning of Section 13(d) of the Exchange Act
and that Salomon Inc, SBHC or SBI is required to report the
ownership of the 6% Preferred Stock under the Exchange Act.
