<PAGE>
As filed with the Securities and Exchange Commission on December 29, 1995
REGISTRATION NO. 33 - _____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
5619 DTC Parkway
Englewood, Colorado 80111-3000
(303) 267-5500
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
TELE-COMMUNICATIONS, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full Title of 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 number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF AMOUNT TO BE REGISTERED PROPOSED MAXIMUM PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE PER UNIT (1) OFFERING PRICE (1) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Tele-Communications, Inc. 1,250,000 $26.0625 $32,578,125 $11,233.84
Series A Liberty Media
Group Common Stock,
par value $1.00 per share(2)
====================================================================================================================================
</TABLE>
(1) Estimated solely for purposes of determining the registration fee in
accordance with Rule 457(h) and Rule 457(c) on the basis of the average of
the high and low prices of the Tele-Communications, Inc. Series A Liberty
Media Group Common Stock, par value $1.00 per share, of Tele-
Communications, Inc. on December 26, 1995.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The document(s) containing the employee benefit plan information
required by Item 1 of this Form and the statement of availability of
registrant information and other information required by Item 2 of this
Form will be sent or given to participants as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended (the "Securities Act"). In
accordance with Rule 428(a) and the requirements of Part I of Form S-8,
such documents are not being filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act. The Registrant shall maintain a file of such documents in
accordance with the provisions of Rule 428(a)(2) under the Securities Act.
Upon request, the Registrant shall furnish to the Commission or its staff a
copy or copies of all the documents included in such file.
<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, June 30, 1995 and September 30, 1995, as
amended by Form 10-Q/A (Amendment No. 1).
(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, August 10, 1995 and December 18, 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 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.
(vii) 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 Registration
Statement 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 Registration
Statement.
II-1
<PAGE>
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
threatened, pending or completed action, 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, officer, employee or agent of the corporation
against all expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such
action, suit or proceeding if such person acted in good faith and in a
manner such person 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 or her conduct was
unlawful. A corporation may similarly indemnify such person for expenses
actually and reasonably incurred by such person 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 or
she reasonably believed to be in or not opposed to the best interests of
the corporation, and, in the 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 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 of the
Delaware General Corporation Law, 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 became 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,
II-2
<PAGE>
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 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.
II-3
<PAGE>
3. Amendment or Repeal.
-------------------
Any repeal or modification of the foregoing provisions of this
Section E shall not adversely affect any right or protection
hereunder of any person in respect of any act or omission
occurring prior to the time of such repeal or modification."
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 Company, to the fullest extent
provided by the laws of the State of Delaware and the Company's Restated
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 an
II-4
<PAGE>
indemnitee be provided with the maximum coverage available for any director
or officer of the Company if there is such a policy.
The Company may purchase liability insurance policies covering its
directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
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.
Exhibits Description
-------- -----------
4.1 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 the Company's Current Report on Form 8-K, dated
August 10, 1995 (Commission File No. 0-20421)).
4.2 Bylaws of the Company as adopted June 16, 1994 (Incorporated
herein by reference to Exhibit 3.2 of 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)).
4.3 Specimen Stock Certificate for Tele-Communications, Inc. 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 (Amendments No. 1 and 2) Commission File No. 0-20421).
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of KPMG.
23.3 Consent of KPMG Finsterbusch Pickenhayn Sibille.
23.4 Consent of KPMG Peat Marwick LLP.
23.5 Consent of Price Waterhouse LLP.
23.6 Consent of KPMG Peat Marwick LLP.
II-5
<PAGE>
24 Powers of Attorney (included on page II-9).
99 Amendment and Restated Employee Stock Purchase Plan (Incorporated
herein by reference to Exhibit 4.6 of the Company's registration
statement on Form S-8 (No. 33-57635) filed with the Commission on
February 8, 1995).
II-6
<PAGE>
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; and
(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
-------- -------
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant 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 purpose 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 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 provisions described
under Item 6 above, 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 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Greenwood Village,
State of Colorado, on December 29, 1995.
TELE-COMMUNICATIONS, INC.
By: /s/ Stephen M. Brett
-----------------------
Name: Stephen M. Brett
Title: Executive Vice President
II-8
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Stephen M. Brett, Esq., and
Elizabeth M. Markowski, Esq., and each of them, his true and lawful
attorneys-in-fact and agents with full power of substitution and re-
substitution for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents and each of them full power and authority, to do and perform
each and every act and thing requisite or necessary to be done in and about
the premises, to all intents and purposes and as fully as they might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitutes may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons (which persons constitute a majority of the Board of Directors) in
the capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ Bob Magness Chairman of the Board December 29, 1995
---------------------- and Director
(Bob Magness)
/s/ John C. Malone President and Director December 29, 1995
---------------------- (Principal Executive
(John C. Malone) Officer)
/s/ Donne F. Fisher Executive Vice President December 29, 1995
---------------------- and Director (Principal
(Donne F. Fisher) Financial and Accounting
Officer)
Director
----------------------
(John W. Gallivan)
/s/ Kim Magness Director December 29, 1995
----------------------
(Kim Magness)
Director
----------------------
(Robert A. Naify)
/s/ Jerome H. Kern Director December 29, 1995
----------------------
(Jerome H. Kern)
Director
----------------------
(Tony Coelho)
II-9
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as
amended, the persons who administer the Plan have duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Greenwood Village, State of
Colorado, on December 29, 1995.
By: /s/ Gary Bracken
-----------------------------------
Name: Gary Bracken
Title: Plan Administrator
II-10
<PAGE>
EXHIBIT INDEX
4.1 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 the Company's Current Report on Form 8-K, dated
August 10, 1995 (Commission File No. 0-20421)).
4.2 Bylaws of the Company as adopted June 16, 1994 (Incorporated
herein by reference to Exhibit 3.2 of 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)).
4.3 Specimen Stock Certificate for Tele-Communications, Inc. 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 (Amendments No. 1 and 2) Commission File No. 0-20421).
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of KPMG.
23.3 Consent of KPMG Finsterbusch Pickenhayn Sibille.
23.4 Consent of KPMG Peat Marwick LLP.
23.5 Consent of Price Waterhouse LLP.
23.6 Consent of KPMG Peat Marwick LLP.
24 Powers of Attorney (included on page II-9).
99 Amendment and Restated Employee Stock Purchase Plan (Incorporated
herein by reference to Exhibit 4.6 of the Company's registration
statement on Form S-8 (No. 33-57635) filed with the Commission on
February 8, 1995).
II-11
<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
on Form S-8 of Tele-Communications, Inc. of our reports dated March 27,
1995, relating to 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 financial statement schedules, which reports appear in the
December 31, 1994 Annual Report on Form 10-K, as amended, of Tele-
Communications, Inc. Our reports covering the December 31, 1994
consolidated financial statements refer 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
December 21, 1995
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors and Stockholders of
TeleWest Communications plc:
We consent to incorporation by reference in the registration statement on
Form S-8 of Tele-Communications, Inc. of our report dated 21 March 1995,
relating to 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 report appears in
the 31 December 1994 annual report on Form 10-K of Tele-Communications,
Inc., as amended.
/s/ KPMG
KPMG
London, England
21 December 1995
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors and Shareholders
of Cablevision:
We consent to the incorporation by reference in the registration statement
on Form S-8 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
December 21, 1995
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors and Stockholders
QVC Inc.:
We consent to the incorporation by reference in the registration statement
on Form S-8 of Tele-Communications, Inc. of our report, dated March 4,
1994, 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
December 21, 1995
<PAGE>
EXHIBIT 23.5
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 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
December 21, 1995
<PAGE>
EXHIBIT 23.6
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Plan Committee
Tele-Communications, Inc.
Employee Stock Purchase Plan:
We consent to the incorporation by reference in the registration statement
on Form S-8 of Tele-Communications, Inc. of our report dated June 23, 1995,
relating to the statements of net assets available for participant benefits
of the Tele-Communications, Inc. Employee Stock Purchase Plan as of
December 31, 1994 and 1993, and the related statements of changes in net
assets available for participant benefits for each of the years in the
three-year period ended December 31, 1994, which report appears in the
December 31, 1994 Annual Report on Form 11-K of Tele-Communications, Inc.
KPMG Peat Marwick LLP
Denver, Colorado
December 21, 1995
