<PAGE>
As filed with the Securities and Exchange Commission on October 27, 1995
Registration No. 33-57635
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
-----------
TELE-COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 84-1260157
- ------------------------------ ----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
TELE-COMMUNICATIONS, INC. EMPLOYEE STOCK PURCHASE PLAN
------------------------------------------------------
(Full title of the Plan)
Stephen M. Brett, Esq.
Tele-Communications, Inc.
Terrace Tower II
5619 DTC Parkway
Englewood, Colorado 80111-3000
(303) 267-5500
(Name, address, including zip code and telephone no., including area code, of
agent for service)
<PAGE>
EXPLANATORY NOTE
The Form S-8 Registration Statement (No. 33-57635) (the "Registration
Statement"), which is incorporated by reference herein, related to the offering
of up to 5,000,000 shares of Class A Common Stock, par value $1.00 per share
("Class A Common Stock"), of Tele-Communications, Inc. (the "Company"). Prior
to the redesignation of the Class A Common Stock referred to below, no shares of
Class A Common Stock had been sold pursuant to the Registration Statement.
On August 3, 1995, the Company's Restated Certificate of Incorporation was
amended to, among other things, redesignate the Class A Common Stock and the
Company's Class B Common Stock, par value $1.00 per share, as Tele-
Communications, Inc. Series A TCI Group Common Stock, par value $1.00 per share
(the "Series A TCI Group Common Stock"), and Tele-Communications, Inc. Series B
TCI Group Common Stock, par value $1.00 per share (the "Series B TCI Group
Common Stock" and, together with the Series A TCI Group Common Stock, the "TCI
Group Common Stock"), respectively, and to authorize two additional series of
the Company's common stock, designated as the Tele-Communications, Inc. Series A
Liberty Media Group Common Stock, par value $1.00 per share (the "Series A
Liberty Media Group Common Stock"), and the Tele-Communications, Inc. Series B
Liberty Media Group Common Stock, par value $1.00 per share (the "Series B
Liberty Media Group Common Stock" and, together with the Series A Liberty Media
Group Common Stock, the "Liberty Media Group Common Stock"). Thereafter, the
Company distributed to holders of record of shares of Series A TCI Group Common
Stock and Series B TCI Group Common Stock one-fourth of a share of the
corresponding series of Liberty Media Group Common Stock in respect of each
share of TCI Group Common Stock held of record as of August 4, 1995, the record
date for the distribution. The shares of Series A TCI Group Common Stock and
Series B TCI Group Common Stock and the shares of Series A Liberty Media Group
Common Stock and Series B Liberty Media Group Common Stock are traded on the
Nasdaq National Market under the symbols "TCOMA", "TCOMB", "LBTYA" and "LBTYB",
respectively.
The purpose of this Amendment No. 1 to the Registration Statement
("Amendment No. 1") is (i) to reflect the redesignation of the shares of Class A
Common Stock heretofore registered into an equal number of shares of Series A
TCI Group Common Stock and (ii) in accordance with Rule 416(b) promulgated under
the Securities Act of 1933, as amended, to include in such registration the
shares of Series A Liberty Media Group Common Stock distributed in respect of
the shares originally registered on the Registration Statement. As a result,
the Registration Statement, as amended by this Amendment No. 1, will be deemed
to cover both the 5,000,000 shares of Series A TCI Group Common Stock originally
registered (after giving effect of the redesignation of the Class A Common Stock
into Series A TCI Group Common Stock) and the 1,250,000 shares of Series A
Liberty Media Group Common Stock distributed in respect of such registered
shares in the distribution.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Tele-Communications, Inc. (the
"Registrant" or the "Company") with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by reference (File No. 0-20421):
(i) 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).
(ii) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995 and June 30, 1995.
(iii) 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 6, 1995, April 20, 1995 (as amended by Form
8-K/A), May 4, 1995 (as amended by Form 8-K/A), July 26, 1995, and
August 10, 1995.
(iv) Items 3 and 4 of the Company's registration statement on Form 8-B,
as amended by Form 8-B/A (Amendments No. 1, 2, 3 and 4).
(v) Item 1 of the Company's registration statement on Form 8-A, as
amended by Form 8-A/A (Amendments No. 1 and 2).
(vi) The financial statements and notes thereto of Liberty Media
Corporation and subsidiaries as of December 31, 1993 and 1992 and
the years ended December 31, 1993 and 1992 and the period from April
1, 1991 to December 31, 1991 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.)) for the period from January 1, 1991 to March 31, 1991
included in the Company's Proxy Statement/Prospectus, dated June 29,
1995 (Registration No. 33-59657).
(vii) The financial statements and notes thereto of Liberty Media Group (a
combination of certain assets of Tele-Communications, Inc. and its
affiliate, Liberty Media Corporation) as of December 31, 1994 and
1993 and for each of the years in the three year period ended
December 31, 1994, included in the Company's Proxy
Statement/Prospectus, dated June 29, 1995 (Registration No. 33-
59657).
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(viii) The financial statements and notes thereto of TCI Group (a
combination of certain assets of Tele-Communications, Inc. and its
affiliate, Liberty Media Corporation) as of December 31, 1994 and
1993 and for each of the years in the three year period ended
December 31, 1994, included in the Company's Proxy
Statement/Prospectus, dated June 29, 1995 (Registration Statement
No. 33-59657).
(ix) The latest annual report filed pursuant to Section 13(a) or 15(d) of
the Exchange Act by the Tele-Communications, Inc. Employee Stock
Purchase Plan (the "Plan").
In addition, 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 filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, 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.
ITEM 4. DESCRIPTION OF SECURITIES.
All of the securities being registered are either registered under Section
12 of the Exchange Act or are plan interests.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides, generally,
that a corporation shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any suit or proceeding (except
actions by or in the right of the corporation) by reason of the fact that such
person is or was a director or officer of the corporation against all expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful. A corporation may
similarly indemnify such person for expenses actually and reasonably incurred by
him in connection with the defense or settlement of any action or suit by or in
the right of the corporation, provided such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, in the
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case of claims, issues and matters as to which such person shall have been
adjudged liable to the corporation, provided that a court shall have determined,
upon application, that, despite the adjudication of liability but in view of all
of the facts and circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.
Section 102(b)(7) of the Delaware General Corporation Law provides,
generally, that the certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision may not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
section 174 of Title 8, or (iv) for any transaction from which the director
derived an improper personal benefit. No such provision may eliminate or limit
the liability of a director for any act or omission occurring prior to the date
when such provision becomes effective.
Article V, Section E of the Company's Restated Certificate of Incorporation
provides as follows:
1. Limitation on Liability.
-----------------------
To the fullest extent permitted by the Delaware General
Corporation Law as the same exists or may hereafter be amended, a
director of the Corporation shall not be liable to the
Corporation or any of its stockholders for monetary damages for
breach of fiduciary duty as a director. Any repeal or
modification of this paragraph 1 shall be prospective only and
shall not adversely affect any limitation, right or protection of
a director of the Corporation existing at the time of such repeal
or modification.
2. Indemnification.
---------------
(a) Right to Indemnification. The Corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable
law as it presently exists or may hereafter be amended, any
person who was or is made or is threatened to be made a party or
is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding")
by reason of the fact that he, or a person for whom he is the
legal representative, is or was a director or officer of the
Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust, enterprise
or nonprofit entity, including service with respect to employee
benefit plans, against all liability and loss suffered and
expenses (including attorneys' fees) reasonably incurred by
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<PAGE>
such person. Such right of indemnification shall inure whether
or not the claim asserted is based on matters which antedate the
adoption of this Section E. The Corporation shall be required to
indemnify a person in connection with a proceeding (or part
thereof) initiated by such person only if the proceeding (or part
thereof) was authorized by the Board of Directors of the
Corporation.
(b) Prepayment of Expenses. The Corporation shall pay the
expenses (including attorneys' fees) incurred in defending any
proceeding in advance of its final disposition, provided,
however, that the payment of expenses incurred by a director or
officer in advance of the final disposition of the proceeding
shall be made only upon receipt of an undertaking by the director
or officer to repay all amounts advanced if it should be
ultimately determined that the director or officer is not
entitled to be indemnified under this paragraph or otherwise.
(c) Claims. If a claim for indemnification or payment of
expenses under this paragraph is not paid in full within 60 days
after a written claim therefor has been received by the
Corporation, the claimant may file suit to recover the unpaid
amount of such claim and, if successful in whole or in part,
shall be entitled to be paid the expense of prosecuting such
claim. In any such action the Corporation shall have the burden
of proving that the claimant was not entitled to the requested
indemnification or payment of expenses under applicable law.
(d) Non-Exclusivity of Rights. The rights conferred on any
person by this paragraph shall not be exclusive of any other
rights which such person may have or hereafter acquire under any
statute, provision of this Certificate, the Bylaws, agreement,
vote of stockholders or disinterested directors or otherwise.
(e) Other Indemnification. The Corporation's obligation, if any,
to indemnify any person who was or is serving at its request as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust, enterprise or nonprofit entity
shall be reduced by any amount such person may collect as
indemnification from such other corporation, partnership, joint
venture, trust, enterprise or nonprofit entity.
Article II, Section 2.9 of the Company's Bylaws also contains an indemnity
provision, requiring the Company to indemnify members of the Board of Directors
and officers of the Company and their respective heirs, personal representatives
and successors in interest for or on account of any action performed on behalf
of the Corporation, to the fullest extent provided by
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the laws of the State of Delaware and the Company's Certificate of
Incorporation, as then or thereafter in effect.
The Company has also entered into indemnification agreements with each of
its directors (each director, an "indemnitee"). The indemnification agreements
provide (i) for the prompt indemnification to the fullest extent permitted by
law against any and all expenses, including attorneys' fees and all other costs,
expenses and obligations paid or incurred in connection with investigating,
defending, being a witness or participating in (including on appeal), or in
preparing for ("Expenses"), any threatened, pending or completed action, suit or
proceeding, or any inquiry or investigation ("Claim"), related to the fact that
such indemnitee is or was a director, officer, employee, agent or fiduciary of
the Company or is or was serving at the Company's request as a director,
officer, employee, trustee, agent or fiduciary of another corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise, or
by reason of anything done or not done by a director or officer in any such
capacity, and against any and all judgments, fines, penalties and amounts paid
in settlement (including all interest, assessments and other charges paid or
payable in connection therewith) of any Claim, unless the Reviewing Party (one
or more members of the Board of Directors or other person appointed by the Board
of Directors, who is not a party to the particular claim, or independent legal
counsel) determines that such indemnification is not permitted under applicable
law and (ii) for the prompt advancement of Expenses, and for reimbursement to
the Company if the Reviewing Party determines that such indemnitee is not
entitled to such indemnification under applicable law. In addition, the
indemnification agreements provide (i) a mechanism through which an indemnitee
may seek court relief in the event the Reviewing Party determines that the
indemnitee would not be permitted to be indemnified under applicable law (and
therefore is not entitled to indemnification or expense advancement under the
indemnification agreement) and (ii) indemnification against all expenses
(including attorneys' fees), and advancement thereof if requested, incurred by
the indemnitee in seeking to collect an indemnity claim or advancement of
expenses from the Company or incurred in seeking to recover under a directors'
and officers' liability insurance policy, regardless of whether successful or
not. Furthermore, the indemnification agreements provide that after there has
been a "change in control" in the Company (as defined in the indemnification
agreements), other than a change in control approved by a majority of directors
who were directors prior to such change, then, with respect to all
determinations regarding a right to indemnity and the right to advancement of
Expenses, the Company will seek legal advice only from independent legal counsel
selected by the indemnitee and approved by the Company.
The indemnification agreements impose upon the Company the burden of
proving that an indemnitee is not entitled to indemnification in any particular
case and negate certain presumptions that may otherwise be drawn against an
indemnitee seeking indemnification in connection with the termination of actions
in certain circumstances. Indemnitees' rights under the indemnification
agreements are not exclusive of any other rights they may have under Delaware
law, the Company's Bylaws or otherwise. Although not requiring the maintenance
of directors' and officers' liability insurance, the indemnification agreements
require that indemnitees be provided with the maximum coverage available for any
Company director or officer if there is such a policy.
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The Company may purchase liability insurance policies covering its
directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable
ITEM 8. EXHIBITS.
See Exhibit Index and Exhibits at the end of this Registration
Statement.
The Registrant hereby undertakes that it will submit or has submitted
the Plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes
required by the IRS in order to qualify the plan under Section 401 of
the Internal Revenue Code.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant
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to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Post-
effective Amendment No. 1 to the Form S-8 Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Greenwood Village, State of Colorado, on October 27, 1995.
TELE-COMMUNICATIONS, INC.
By: /s/ Stephen M. Brett
-----------------------
Name: Stephen M. Brett
Title: Executive Vice President
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<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-effective Amendment No. 1 to the Form S-8 Registration Statement has
been signed by the following persons in the capacities and on the dates
indicated:
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
* Chairman of the Board October 27, 1995
- ----------------------- and Director
(Bob Magness)
* President and Director October 27, 1995
- ----------------------- (Principal Executive
(John C. Malone) Officer)
* Executive Vice President and October 27, 1995
- ----------------------- Director (Principal Financial
(Donne F. Fisher) and Accounting Officer)
* Director October 27, 1995
- -----------------------
(John W. Gallivan)
* Director October 27, 1995
- -----------------------
(Kim Magness)
* Director October 27, 1995
- -----------------------
(Robert A. Naify)
* Director October 27, 1995
- -----------------------
(Jerome H. Kern)
* Director October 27, 1995
- -----------------------
(Tony Coelho)
*By: /s/ Stephen M. Brett October 27, 1995
--------------------------
Stephen M. Brett
Attorney-in-Fact
</TABLE>
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<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended, the
persons who administer the Plan have duly caused this Post-effective Amendment
No. 1 to the Form S-8 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Greenwood Village, State
of Colorado, on October 27, 1995.
By: /s/ Gary Bracken
-------------------
Name: Gary Bracken
Title: Plan Administrator
II-10
<PAGE>
EXHIBIT INDEX
Sequential Exhibits
- -------------------
*4.1 Agreement and Plan of Merger, dated as of January 27, 1994, by and among
the Company, Liberty, Old TCI, TCI Mergerco, Inc. and Liberty Mergerco,
Inc. (incorporated herein by reference to Old TCI's Current Report on Form
8-K, dated February 15, 1994 (Commission File No. 0-5550)).
*4.2 Amendment No. 1, dated as of March 30, 1994, to Agreement and Plan of
Merger, dated as of January 27, 1994, by and among the Company, Liberty,
Old TCI, TCI Mergerco, Inc. and Liberty Mergerco, Inc. (incorporated
herein by reference to Old TCI's Current Report on Form 8-K dated April 6,
1994 (Commission File No. 0-05550)).
*4.3 Amendment No. 2, dated as of August 4, 1994, to Agreement and Plan of
Merger, dated as of January 27, 1994, by and among the Company, Liberty,
Old TCI, TCI Mergerco, Inc. and Liberty Mergerco, Inc. (incorporated
herein by reference to the Company's and Old TCI's Current Report on Form
8-K jointly filed on August 18, 1994) (Commission File Nos. 0-20421 and 0-
5550)).
*4.4 Agreement and Plan of Merger, dated as of June 6, 1991, between UAE and
Old TCI (incorporated herein by reference to Old TCI's Current Report on
Form 8-K, dated June 12, 1991, (Commission File No. 0-5550)).
*4.5 First Amendment to Agreement and Plan of Merger, dated as of June 6, 1991,
between UAE and Old TCI (incorporated herein by reference to Old TCI's
Current Report on Form 8-K, dated December 12, 1991, as amended by Form 8
amendment dated January 28, 1992 (Commission File No. 0-5550)).
*4.6 Amendment and Restated Employee Stock Purchase Plan.
*4.7 Summary Plan Description.
4.8 Restated Certificate of Incorporation of the Company, dated August 4,
1994, as amended on August 4, 1994, August 16, 1994, October 11, 1994,
October 21, 1994, January 26, 1995, August 3, 1995 and August 3, 1995
(Incorporated herein by reference to Exhibit 99.1 of Company's Current
Report on Form 8-K, dated August 10, 1995, (Commission File No. 0-20421)).
4.9 Bylaws of the Company as adopted June 16, 1994 (Incorporated herein by
reference to Exhibit 4.2 of the Company's registration statement on
Form 8-A, as amended by Form 8-A/A (Amendment No. 1) Commission File
No. 0-20421).
4.10 Specimen Stock Certificate for the Series A TCI Group Common Stock, par
value $1.00 per Share, of the Company (Incorporated herein by reference to
Exhibit 4.3 of Company's registration statement on Form 8-A, as amended by
Form 8-A/A (Amendment No. 1) Commission File No. 0-20421).
4.11 Specimen Stock Certificate for the Series A Liberty Media Group Common
Stock, par value $1.00 per Share, of the Company (Incorporated herein by
reference to Exhibit 4.5 of Company's registration statement on Form 8-A,
as amended by Form 8-A/A (Amendment No. 1) Commission File No. 0-20421).
____________________
*Previously Filed
<PAGE>
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of KPMG Peat Marwick LLP.
23.4 Consent of KPMG Finsterbusch Pickenhayn Sibille.
23.5 Consent of KPMG Peat Markwick LLP.
23.6 Consent of Price Waterhouse LLP.
*24 Power of Attorney.
____________________
*Previously Filed
<PAGE>
EXHIBIT 23.1
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.
33-57635 on Form S-8, as amended, of Tele-Communications, Inc. of our report,
dated March 18, 1994, relating to 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
report is included in Tele-Communications, Inc.'s Proxy Statement/Prospectus,
dated June 29, 1995 (Registration No. 33-59657). Our report refers to a change
in the method of accounting for income taxes in 1993.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Denver, Colorado
October 25, 1995
<PAGE>
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.
33-57635 on Form S-8, as amended, of Tele-Communications, Inc. of our report,
dated March 27, 1995, relating to the combined balance sheets of Liberty Media
Group (a combination of certain assets of Tele-Communications, Inc. and its
affiliate, Liberty Media Corporation) as of December 31, 1994 and 1993, and the
related combined statements of operations, equity, and cash flows for each of
the years in the three-year period ended December 31, 1994, which report is
included in Tele-Communications, Inc.'s Proxy Statement/Prospectus, dated June
29, 1995 (Registration No. 33-59657). Our report refers to the adoption of
Statement of Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities," in 1994.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Denver, Colorado
October 25, 1995
<PAGE>
EXHIBIT 23.3
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.
33-57635 on Form S-8, as amended, of Tele-Communications, Inc. of our report,
dated March 27, 1995, relating to the combined balance sheets of TCI Group (a
combination of certain assets of Tele-Communications, Inc. and its affiliate,
Liberty Media Corporation) as of December 31, 1994 and 1993, and the related
combined statements of operations, equity, and cash flows for each of the years
in the three-year period ended December 31, 1994, which report is included in
Tele-Communications, Inc.'s Proxy Statement/Prospectus, dated June 29, 1995
(Registration No. 33-59657). Our report refers to the adoption of Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities," in 1994.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Denver, Colorado
October 25, 1995
<PAGE>
EXHIBIT 23.4
Consent of Independent Auditors
-------------------------------
The Board of Directors and Shareholders
Cablevision:
We consent to the incorporation by reference in the registration statement No.
33-57635 on Form S-8, as amended, of Tele-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 appear in the Current Report on Form 8-K of Tele-Communications, Inc.
dated April 20, 1995, as amended.
KPMG FINSTERBUSCH PICKENHAYN SIBILLE
/s/ Juan Carlos Pickenhayn
Juan Carlos Pickenhayn
Partner
Buenos Aires, Argentina
October 25, 1995
<PAGE>
EXHIBIT 23.5
Consent of Independent Auditors
-------------------------------
The Board of Directors and Stockholders
QVC Inc.:
We consent to the incorporation by reference in the registration statement No.
33-57635 on Form S-8, as amended, of Tele-Communications, Inc. of our report,
dated March 4, 1995, relating to the consolidated balance sheets of QVC, Inc.
and subsidiaries as of January 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 January 31, 1994, which report appears in
the Current Report on Form 8-K of Tele-Communications, Inc. dated February 3,
1995, as amended. Our report refers to a change in the method of accounting for
income taxes.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Philadelphia, Pennsylvania
October 25, 1995
<PAGE>
EXHIBIT 23.6
Consent of Independent Auditors
-------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement (No. 33-57635) on Post-effective Amendment No. 1 to Form S-3 of
Tele-Communications, Inc. of our report dated February 4, 1994, relating to the
consolidated financial statements of TeleCable Corporation which appears on page
12 of the TCI Communications, Inc. and Tele-Communications, Inc. Current Report
on Form 8-K dated August 26, 1994.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Norfolk, Virginia
October 26, 1995
