<PAGE>
Filed Pursuant to
Rule 424(b)(3)
Registration No. 33-59121
PROSPECTUS
445,594 Shares
TELE-COMMUNICATIONS, INC.
CLASS A COMMON STOCK
($1.00 Par Value)
This Prospectus relates to 445,594 shares (the "Shares") of the Class
A Common Stock, par value $1.00 per share (the "Class A Common Stock"),
of Tele-Communications, Inc., a Delaware corporation (the "Company"), to
be offered and sold from time to time by the holders thereof (each a
"Selling Stockholder"). The Shares were originally issued by the Company
to the Selling Stockholders in a private transaction pursuant to which a
subsidiary of the Company acquired a 66-2/3% general partnership interest
in MacNeil Lehrer Productions. See "Selling Stockholders."
The shares of the Company's Class A Common Stock and the Company's
Class B Common Stock, par value $1.00 per share (the "Class B Common
Stock"), are traded in the over-the-counter market on the Nasdaq National
Market under the symbols TCOMA and TCOMB, respectively. The Class A
Common Stock and the Class B Common Stock are identical in all respects
except that each share of Class B Common Stock has ten votes per share
and each share of Class A Common Stock has one vote per share. Each
share of Class B Common Stock is convertible, at the option of the
holder, into one share of Class A Common Stock. The Class A Common Stock
is not convertible.
The Shares may be offered for sale by the Selling Stockholders from
time to time in varying amounts and at prices and on terms to be
determined at the time of a sale or sales. The Shares may be sold by the
Selling Stockholders directly, through agents designated from time to
time or to or through broker-dealers designated from time to time. To
the extent required, the number of Shares to be sold, the name of the
Selling Stockholder, the purchase price, if applicable, the name of any
such agent or broker-dealer, and any applicable commissions, discounts or
other items constituting compensation to such agents or broker-dealers
with respect to a particular offering will be set forth in a supplement
or supplements to this Prospectus (each, a "Prospectus Supplement"). The
aggregate proceeds to the Selling Stockholders from the sale of the
Shares so offered will be the purchase price of the Shares sold less the
aggregate commissions, discounts and other compensation, if any, paid to
agents or broker-dealers, and other expenses of the offering and sale not
borne by the Company. The Selling Stockholder may also sell all or a
portion of the Shares pursuant to Rule 144 promulgated under the
Securities Act of 1933, as amended, to the extent such sales may be made
in compliance with such Rule. See "Plan of Distribution." There will be
no proceeds to the Company from the sale of the Shares. The Company
knows of no selling arrangement between any agent, broker-dealer or
underwriter and the Selling Stockholders.
The Selling Stockholders and any broker-dealers or agents that
participate with the Selling Stockholders in the distribution of any of
the Shares may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended, and any discount or commission
received by them and any profit on the resale of the Shares purchased by
them may be deemed to be underwriting commissions or discounts under such
Act.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
____________________
The date of this Prospectus is June 28, 1995.
<PAGE>
The Company was incorporated in 1994 under the name "TCI/Liberty Holding
Company" for the purpose of combining the Company's predecessor, Tele-
Communications, Inc. (renamed "TCI Communications, Inc." and referred to
herein as "TCIC"), and Liberty Media Corporation ("Liberty"). On August 4,
1994 the mergers (the "TCI/Liberty Combination") of TCIC and Liberty with
separate wholly-owned subsidiaries of the Company were consummated and each
of TCIC and Liberty became wholly-owned subsidiaries of the Company. In
connection with the TCI/Liberty Combination, the Company changed its name
to Tele-Communications, Inc. and TCIC changed its name to TCI
Communications, Inc. UNLESS THE CONTEXT INDICATES OTHERWISE, AS USED IN
THIS PROSPECTUS THE TERM "COMPANY" MEANS, ON AND AFTER AUGUST 4, 1994,
TELE-COMMUNICATIONS, INC. (FORMERLY NAMED "TCI/LIBERTY HOLDING COMPANY")
AND, BEFORE AUGUST 4, 1994, TCIC (FORMERLY NAMED "TELE-COMMUNICATIONS,
INC."), AND THEIR RESPECTIVE CONSOLIDATED SUBSIDIARIES.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (together with all
amendments and exhibits, referred to as the "Registration Statement") under
the Securities Act of 1933, as amended (the "Securities Act") with respect
to the Shares. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information pertaining to the Shares and the Company, reference is made to
the Registration Statement. Statements contained herein concerning the
provisions of any document are not necessarily complete and, in each
instance, reference is made to the copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with the
Commission. Each such statement is qualified in its entirety by such
reference.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the
Commission. Reports, proxy and information statements and other
information filed by the Company, including the Registration Statement, can
be inspected and copied at the public reference facilities maintained by
the Commission at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549; 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661; and at 7 World Trade Center, Suite 1300, New York, New
York 10048; and copies of such material can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates.
INCORPORATION OF DOCUMENTS BY REFERENCE
The Company hereby incorporates in this Prospectus by reference the
following documents filed with the Commission: (i) the Company's
registration statement on Form 8-B, as amended by Form 8-B/A (Amendment No.
1) (Commission File No. 0-20421), (ii) the Company's Annual Report on Form
10-K for the year ended December 31, 1994, as amended by Form 10-K/A
(Amendment No. 1) (Commission File No. 0-20421), (iii) the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1995
(Commission File No. 0-20421), (iv) the Company's Current Reports on
Form 8-K, dated January 23, 1995, February 3, 1995 (as amended by
Form 8-K/A), February 13, 1995, February 15, 1995, April 20, 1995 (as
amended by Form 8-K/A), and May 4, 1995 (as amended by Form 8-K/A)
(Commission File No. 0-20421), (v) (a) Condensed Pro Forma Combined
Statement of Operations (unaudited) of TCI/Liberty and Subsidiaries and
accompanying Notes to Condensed Pro Forma Combined Financial Statements,
December 31, 1993 (unaudited), included in the Company's Current Report on
Form 8-K, dated April 6, 1994 (Commission File No. 0-5550), and (b) the
financial statements and notes thereto of TeleCable Corporation as of
December 31, 1993 and 1992 and for each of the two years in the period
ended December 31, 1993, included in the Company's Current Report on
Form 8-K, dated August 26, 1994 (Commission File No. 0-20421).
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
hereof and prior to the termination of the offering of the Shares described
in this Prospectus shall be deemed to be incorporated herein by reference
and to be a part hereof from the respective dates of the filing of such
documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to whom a
Prospectus is delivered, on the written or oral request of any such person,
a copy of any or all of the documents incorporated by reference herein,
other than certain exhibits to such documents (unless such exhibits are
specifically incorporated by reference into the documents that this
Prospectus incorporates). Such requests should be addressed to Stephen M.
Brett, Esq., Executive Vice President and General Counsel, Tele-
Communications, Inc., Terrace Tower II, 5619 DTC Parkway, Englewood,
Colorado 80111-3000; telephone (303) 267-5500.
____________________
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<PAGE>
CERTAIN CONSIDERATIONS
The following factors, among others, should be considered carefully
before making an investment decision with respect to the Shares.
Results of Operations. Although the Company had net earnings of $55
million for the year ended December 31, 1994, the Company incurred a net
loss of $7 million for the year ended December 31, 1993 and a net loss of
$8 million for the year ended December 31, 1992. Notwithstanding the losses
it has incurred, the Company has been able to, and expects to continue to
be able to, satisfy its debt service and other obligations as and when they
become due. The Company's Operating Cash Flow (operating income before
depreciation, amortization and other non-cash credits or charges) ($1,798
million, $1,858 million and $1,637 million for the years ended December 31,
1994, 1993 and 1992, respectively) has historically been sufficient to
cover its interest expense ($785 million, $731 million and $718 million for
the years ended December 31, 1994, 1993 and 1992, respectively). The
Company's interest coverage ratio for the years ended December 31, 1994,
1993 and 1992 was 229%, 254% and 228%, respectively. Operating Cash Flow is
a measure of value and borrowing capacity within the cable television
industry and is not intended to be a substitute for cash flows provided by
operating activities, a measure of performance prepared in accordance with
generally accepted accounting principles, and should not be relied upon as
such. Operating Cash Flow, as defined, does not take into consideration
substantial costs of doing business, such as interest expense, and should
not be considered in isolation to other measures of performance.
Another measure of liquidity is net cash provided by operating activities
as reflected in the Company's consolidated statements of cash flows. Net
cash provided by operating activities ($1,005 million, $1,251 million and
$957 million in 1994, 1993 and 1992, respectively) reflects net cash from
the operations of the Company available for the Company's liquidity needs
after taking into consideration the aforementioned substantial costs of
doing business not reflected in Operating Cash Flow. Amounts expended by
the Company for its investing activities exceed net cash provided by
operating activities.
THE COMPANY
The Company, through its subsidiaries and affiliates, is principally
engaged in the construction, acquisition, ownership and operation of cable
television systems and the provision of satellite-delivered video
entertainment, information and home shopping programming services to
various video distribution media, principally cable television systems.
The Company believes that, measured by the number of basic subscribers, it
is the largest provider of cable television services in the United States.
The Company also has investments (i) in cable and telecommunications
operations and television programming in certain international markets and
(ii) in companies and joint ventures involved in developing and providing
programming for new television and telecommunications technologies. The
Company is a Delaware corporation and its executive offices are located at
Terrace Tower II, 5619 DTC Parkway, Englewood, Colorado 80111-3000;
telephone (303) 267-5500.
SELLING STOCKHOLDERS
The Selling Stockholders are JAKL, Inc., a District of Columbia
corporation wholly owned by James Lehrer, Neely Productions Limited,
a New York corporation wholly owned by Robert MacNeil, and the
William Morris Agency, Inc., a New York corporation. All of the Shares
being offered hereby were acquired by the Selling Stockholders on January
4, 1995 in connection with the acquisition (the "Acquisition") by a wholly-
owned subsidiary of the Company of a 66-2/3% general partnership interest
in MacNeil Lehrer Productions ("MLP"), a general partnership principally
engaged in the development and production of the "MacNeil Lehrer News
Hour." In the Acquisition, JAKL, Inc. and Neely Productions Limited, the
general partners of MLP, each received 211,657 shares of Class A Common
Stock in consideration for the sale of a portion of their partnership
interest in MLP and the William Morris Agency, Inc. received 22,280 shares
of Class A Common Stock in consideration for its services rendered to MLP
in connection with the Acquisition.
The shares of Class A Common Stock received by the Selling Stockholders
in connection with the Acquisition constitute restricted securities and
cannot be transferred unless they are registered under the Securities Act
or an exemption from registration is available. The Selling Stockholders
were, however, given the right to require the Company, subject to certain
limitations, to register such shares for resale under the Securities Act
and to include such shares in certain types of registration statements
proposed to be filed by the Company. In response to a request by the
Selling Stockholders, the Company has filed the Registration Statement of
which this Prospectus forms a part in order to permit the resale of the
Shares from time to time by the Selling Stockholders and has agreed to
prepare and file such amendments and supplements to the Registration
Statement as may be necessary to keep the
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<PAGE>
Registration Statement effective until the earlier of such time as all of
the Shares offered hereby have been sold or the second anniversary of the
date on which the Registration Statement is declared effective. The
Selling Stockholders may also sell all or a portion of the Shares being
offered hereby pursuant to Rule 144 promulgated under the Securities Act
("Rule 144") to the extent that such sales may be made in compliance with
Rule 144.
The following table sets forth the name of each Selling Stockholder, the
number of shares beneficially owned as of February 16, 1995 by each Selling
Stockholder (in each case, less than 1% of the class outstanding) and the
number of Shares which may be offered by each Selling Stockholder pursuant
to this Prospectus. Any or all of the Shares listed below may be offered
for sale by the Selling Stockholders from time to time and therefore no
estimate can be given as to the number of Shares that will be held by the
Selling Stockholders upon termination of this offering (except that in each
case, such number will represent less than 1% of the class outstanding).
Neither the Company nor any of its affiliates has had within the past three
years any material relationship with any of the Selling Stockholders,
except that JAKL, Inc. and Neely Productions Limited are general partners
with a subsidiary of the Company in MLP.
<TABLE>
<CAPTION>
SHARES OF CLASS A COMMON STOCK
NAME OF SELLING BENEFICIAL TO BE
STOCKHOLDER OWNERSHIP OFFERED
--------------------------- ---------- -------
<S> <C> <C>
JAKL, Inc. 211,657 211,657
Neely Productions Limited 211,657 211,657
William Morris Agency, Inc. 22,280 22,280
</TABLE>
DESCRIPTION OF CAPITAL STOCK
A description of the Company's capital stock is contained in the
Company's registration statement on Form 8-B, as amended by Form 8-B/A,
which is incorporated by reference herein. See "Incorporation of Documents
by Reference."
PLAN OF DISTRIBUTION
The Shares may be sold by the Selling Stockholders directly or through
agents designated from time to time or to or through broker-dealers
designated from time to time. To the extent required, any such agent or
broker-dealer involved in the offer and sale of the Shares and any
applicable commissions, discounts or other items constituting compensation
to such agents or broker-dealers will be set forth in the accompanying
Prospectus Supplement. The Company has been advised by the Selling
Stockholders that they have not, as of the date of this Prospectus, entered
into any arrangement with an agent or broker-dealer for the sale of the
Shares. The Shares may also be sold by the Selling Stockholders pursuant
to Rule 144 to the extent such sales may be made in compliance with Rule
144.
The distribution of the Shares may be effected from time to time in one
or more transactions at a fixed price or prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at prices determined on a negotiated or
competitive bid basis. Shares may be sold through a broker-dealer acting
as agent or broker for a Selling Stockholder, or to a broker-dealer acting
as principal. In the latter case, the broker-dealer may then resell such
Shares to the public at varying prices to be determined by such broker-
dealer at the time of resale.
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<PAGE>
The Selling Stockholders and any broker-dealers or agents that
participate with the Selling Stockholders in the distribution of any of the
Shares may be deemed to be "underwriters" within the meaning of the
Securities Act and any discount or commission received by them and any
profit realized by them on the resale of Shares may be deemed to be
underwriting discounts and commissions under the Securities Act.
LEGAL MATTERS
Certain legal matters with respect to the Shares will be passed upon for
the Company by Stephen M. Brett, Esq., Executive Vice President and General
Counsel of the Company.
EXPERTS
The consolidated balance sheets of Tele-Communications, Inc. and
subsidiaries as of December 31, 1994 and 1993, 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, 1994, and all related
schedules, have been incorporated by reference herein in reliance upon the
reports of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as
experts in accounting and auditing. The reports of KPMG Peat Marwick LLP
covering the December 31, 1994 consolidated financial statements refer to
the adoption of Statement of Financial Accounting Standards No. 115,
"Accounting for Investments in Certain Debt and Equity Securities," in
1994.
The consolidated balance sheets of Liberty Media Corporation and
subsidiaries (Successor) as of December 31, 1993 and 1992, and the related
consolidated statements of operations, stockholders' equity, and cash flows
for the years ended December 31, 1993 and 1992 and the period from April 1,
1991 to December 31, 1991 (Successor Periods) and the consolidated
statements of operations, stockholders' equity, and cash flows of Liberty
Media (a combination of certain programming interests and cable television
assets of TCI Communications, Inc. (formerly Tele-Communications, Inc.))
(Predecessor) for the period from January 1, 1991 to March 31, 1991
(Predecessor Periods), which appear in the current report on Form 8-K, as
amended, of TCI Communications, Inc. dated April 6, 1994, have been
incorporated by reference herein in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in
accounting and auditing. The report of KPMG Peat Marwick LLP covering the
December 31, 1993 consolidated financial statements refers to a change in
the method of accounting for income taxes in 1993.
The consolidated balance sheet of TeleWest Communications plc and
subsidiaries as of 31 December 1994 and 1993, and the related consolidated
statements of operations and cash flows for each of the years in the three
year period ended 31 December 1994, which appear in the December 31, 1994
annual report on Form 10-K of Tele-Communications, Inc., as amended, have
been incorporated by reference herein in reliance upon the report of KPMG,
independent certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.
The consolidated balance sheets of QVC, Inc. and subsidiaries as of
January 31, 1994 and 1993, and the related consolidated statements of
operations, shareholders' equity, and cash flows for each of the years in
the three-year period ended January 31, 1994, which appear in the current
report on Form 8-K of Tele-Communications, Inc. dated February 3, 1995, as
amended, have been incorporated by reference herein in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as
experts in accounting and auditing. The report of KPMG Peat Marwick LLP
covering the January 31, 1994 consolidated financial statements refers to a
change in the method of accounting for income taxes.
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<PAGE>
The financial statements of TeleCable Corporation as of December 31, 1993
and 1992 and for each of the two years in the period ended December 31,
1993, incorporated herein by reference to the Current Report on Form 8-K of
the Company dated August 26, 1994, have been so incorporated in reliance on
the report of Price Waterhouse LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
The combined balance sheets of Cablevision (a combination of certain
cable television assets of Cablevision S.A., Televisora Belgrano S.A.,
Construed 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 appear in the current report on Form 8-K of Tele-Communications,
Inc., dated April 20, 1995, as amended, have been incorporated by reference
herein in reliance upon the report of KPMG Finsterbusch Pickenhayn Sibille,
independent certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.
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<PAGE>
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT IN CONNECTION WITH THE OFFER MADE HEREBY
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF THIS
PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THE INFORMATION CONTAINED OR
INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE SUCH
DATE. THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY BY ANYONE IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANYONE TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
-----------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
AVAILABLE INFORMATION.......... 2
INCORPORATION OF DOCUMENTS BY
REFERENCE................... 2
CERTAIN CONSIDERATIONS......... 3
THE COMPANY.................... 3
SELLING STOCKHOLDERS........... 3
DESCRIPTION OF CAPITAL STOCK... 4
PLAN OF DISTRIBUTION........... 4
LEGAL MATTERS.................. 5
EXPERTS........................ 5
</TABLE>
445,594 Shares
TELE-COMMUNICATIONS, INC.
Class A Common Stock
($1.00 Par Value)
-----------------------------------------
PROSPECTUS
-----------------------------------------
June 28, 1995
