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RULE NO.424(b)(4)
REGISTRATION NO. 33-57177
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JANUARY 24, 1995
9,064,844 Shares
Tele-Communications, Inc.
Class A Common Stock
($1.00 par value)
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The shares of Class A Common Stock being offered hereby are being offered by
CS First Boston Corporation ("CS First Boston"), which purchased such shares
from the Selling Stockholder named herein. See "Selling Stockholder." Neither
the Company nor the Selling Stockholder will receive any proceeds from the sale
of the Class A Common Stock by CS First Boston. The Class A Common Stock is
listed on the Nasdaq National Market under the symbol "TCOMA".
CS First Boston has purchased the shares from the Selling Stockholder at $20.75
per share (representing $188,095,513 aggregate proceeds to the Selling
Stockholder).
CS First Boston proposes to offer the shares of Class A Common Stock from
time to time for sale in negotiated transactions or otherwise, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. For further information with respect to the
plan of distribution and any discounts, commissions or profits on resale that
may be deemed underwriting discounts or commissions, see "Plan of Distribution"
in this Prospectus Supplement.
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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 SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The shares of Class A Common Stock are offered by CS First Boston when, as
and if delivered to and accepted by CS First Boston and subject to its right to
reject orders in whole or in part. It is expected that delivery of the shares
of Class A Common Stock will be made on or about February 3, 1995.
CS First Boston
The date of this Prospectus Supplement is January 27, 1995.
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IN CONNECTION WITH THIS OFFERING, CS FIRST BOSTON MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE CLASS A COMMON
STOCK AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ STOCK MARKET--NATIONAL MARKET
OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
DURING THIS OFFERING, CERTAIN PERSONS AFFILIATED WITH PERSONS PARTICIPATING
IN THE DISTRIBUTION MAY ENGAGE IN TRANSACTIONS FOR THEIR OWN ACCOUNTS OR FOR
THE ACCOUNTS OF OTHERS IN THE CLASS A COMMON STOCK PURSUANT TO EXEMPTIONS FROM
RULES 10B-6, 10B-7, AND 10B-8 UNDER THE SECURITIES EXCHANGE ACT OF 1934.
PLAN OF DISTRIBUTION
CS First Boston has advised the Selling Stockholder that it proposes to offer
the Class A Common Stock for sale from time to time in one or more transactions
(which may include block transactions), in negotiated transactions or
otherwise, or a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. CS First Boston may effect such transactions by
selling the Class A Common Stock to or through dealers, and such dealers may
receive compensation in the form of underwriting discounts, concessions or
commissions from CS First Boston and/or the purchasers of the Class A Common
Stock for whom it may act as agent. In connection with the sale of the Class A
Common Stock, CS First Boston may be deemed to have received compensation from
the Selling Stockholder in the form of underwriting discounts, and CS First
Boston may also receive commissions from purchasers of the Class A Common Stock
for whom it may act as agent. CS First Boston and any dealers that participate
with CS First Boston in the distribution of the Class A Common Stock may be
deemed to be underwriters, and any discounts or commissions received by them
and any profit on the resale of the Class A Common Stock by them may be deemed
to be underwriting discounts or commissions.
The Selling Stockholder has agreed to indemnify CS First Boston against
certain liabilities, including civil liabilities under the Securities Act of
1933, or contribute to payments which CS First Boston may be required to make
in respect thereof.
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