<PAGE>
As filed with the Securities and Exchange Commission on October 27, 1995
Registration No. 33-54263
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-4
REGISTRATION STATEMENT
Under The Securities Act of 1933
on
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. 1994 STOCK INCENTIVE PLAN
(formerly TCI/Liberty Holding Company 1994 Stock Incentive 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 Amendment No. 1 to the Form S-4 Registration Statement on Form S-8 (No.
33-54263) (the "Registration Statement"), which is incorporated herein by
reference, related to the offering of up to 9,750,336 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, options or tandem stock appreciation rights
(collectively, "Rights") relating to 263,686 shares of Class A Common Stock had
been exercised pursuant to the Tele-Communications, Inc. 1994 Stock Incentive
Plan. As a result, there remained prior to the events described below, Rights
relating to 9,486,650 shares of Class A Common Stock.
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. 2 to the Registration Statement
("Amendment No. 2") is (i) to reflect the redesignation of the Class A Common
Stock underlying the Rights 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 which became issuable upon exercise
of the Rights as a result of the distribution described above. As a result, the
Registration Statement, as amended by this Amendment No. 2, will be deemed to
cover both the 9,486,650 shares of Series A TCI Group Common Stock (after giving
effect of the redesignation of the Class A Common Stock into Series A TCI Group
Common Stock) and the 2,371,662 shares of Series A Liberty Media Group Common
Stock underlying the Rights.
<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).
II-1
<PAGE>
(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).
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 registered under Section 12 of
the Exchange Act.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the Series A TCI Group Common Stock
and the Series A Liberty Media Group Common Stock will be passed upon for the
Company by Stephen M. Brett, Esq., Executive Vice President and General Counsel
of the Company.
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 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
II-2
<PAGE>
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 such
person. Such right of indemnification shall inure whether or not
the claim asserted is based on matters which antedate the
adoption of this
II-3
<PAGE>
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 the laws of the State of
Delaware and the Company's Certificate of Incorporation, as then or thereafter
in effect.
II-4
<PAGE>
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.
The Company may purchase liability insurance policies covering its
directors and officers.
II-5
<PAGE>
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 to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
II-6
<PAGE>
(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. 2 to the Form S-4 Registration Statement on Form S-8 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
II-8
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-effective Amendment No. 2 to the Form S-4 Registration Statement on
Form S-8 has been signed by the following persons in the capacities and on the
dates indicated:
Signature Title Date
- - --------- ----- ----
* 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 October 27, 1995
- - ---------------------- and Director (Principal
(Donne F. Fisher) Financial 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
II-9
<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. 0-5550)).
/*/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 Current Report on Form 8-K dated
August 18, 1994 (Commission File No. 0-20421)).
/*/4.4 Tele-Communications, Inc. 1994 Stock Incentive Plan (formerly
TCI/Liberty Holding Company 1994 Stock Incentive Plan) (previously filed
as Appendix IV to the Proxy Statement/Prospectus filed as part of the
Form S-4 Registration Statement, Reg. No. 33-54263).
/*/4.5 Form of Assumption and Amended and Restated Stock Option Agreement
between the Company, Liberty and grantee relating to stock appreciation
rights granted pursuant to letter dated September 17, 1991.
/*/4.6 Form of Assumption and Amended and Restated Stock Option Agreement
between the Company, Liberty and grantee relating to the assumption of
options and related stock appreciation rights granted under the Liberty
Media Corporation 1991 Stock Incentive Plan pursuant to letter dated
July 26, 1993.
/*/4.7 Assumption and Amended and Restated Stock Option Agreement between the
Company, Old TCI and a director of Old TCI relating to assumption of
options and related stock appreciation rights granted outside of an
employee benefit plan pursuant to Old TCI's 1993 Non-Qualified Stock
Option and Stock Appreciation Rights Agreement.
/*/4.8 Form of Assumption and Amended and Restated Stock Option Agreement
between the Company, Old TCI and grantee relating to assumption of
options and related stock appreciation rights granted under Old TCI's
1992 Stock Incentive Plan pursuant to Old TCI's 1993 Non-Qualified Stock
Option and Stock Appreciation Rights Agreement.
/*/4.9 Form of Assumption and Amended and Restated Stock Option Agreement
between the Company, Old TCI and grantee relating to assumption of
options and related stock appreciation rights under Old TCI's 1992 Stock
Incentive Plan pursuant to Old TCI's 1992 Non-Qualified Stock Option and
Stock Appreciation Rights Agreement.
/*/4.10 Form of Assumption and Amended and Restated Stock Option Agreement
between the Company, Old TCI and grantee relating to assumption of
grants under Old TCI's 1982 Incentive Stock Option Plan pursuant to
letter dated November 1989.
/*/4.11 Form of Assumption and Amended and Restated Stock Option Agreement
between the Company, Old TCI and grantee relating to assumption of
grants pursuant to the Agreement and Plan of Merger dated June 6, 1991
between United Artists Entertainment Company ("UAE") and Old TCI.
/*/4.12 Form of letter dated September 17, 1991 from Liberty to grantee
relating to grant to stock appreciation rights.
II-10
<PAGE>
/*/4.13 Form of letter dated July 26, 1993 from Liberty to grantee relating to
grant of options and stock appreciation rights.
/*/4.14 Form of 1993 Non-Qualified Stock Option and Stock Appreciation Rights
Agreement between Old TCI and grantee.
/*/4.15 Form of 1992 Non-Qualified Stock Option and Stock Appreciation Rights
Agreement between Old TCI and grantee.
/*/4.16 Form of letter dated November 1989 from Old TCI to grantee relating to
grant of options.
/*/4.17 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)).
/*/4.18 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 From 8-K, dated December 12, 1991, as amended by
Form 8 amendment dated January 28, 1992 (Commission File No. 0-5550)).
/*/4.19 Forms of Assumption and Amended and Restated Stock Option Agreements
relating to options granted under the United Artists Entertainment
Company 1988 Incentive and Non-Qualified Stock Option Plan (the "1988
Plan") and executed by employees who did not have employment agreements
with UAE (incorporated herein by reference to Old TCI's Post-Effective
Amendment No. 1 to Form S-4 Registration Statement on Form S-8, as filed
on March 2, 1992 (Reg. No. 33-43009)).
/*/4.20 Forms of Assumption and Amended and Restated Stock Option Agreements
relating to options granted under the 1988 Plan and executed by
employees who had employment agreements with UAE (incorporated herein by
reference to Old TCI's Post-Effective Amendment No. 1 to Form S-4
Registration Statement on Form S-8, as filed on March 2, 1992 (Reg. No.
33-43009)).
/*/4.21 Forms of Second Assumption and Amended and Restated Stock Option
Agreements relating to options granted under the Amended and Restated
United Artists Communications, Inc. 1983 Stock Option Plan (the "1983
Plan") and executed by employees who did not have employment agreements
with UAE (incorporated herein by reference to Old TCI's Post-Effective
Amendment No. 1 to form S-4 Registration Statement on Form S-8, as filed
on March 2, 1992 (Reg. No. 33-43009)).
/*/4.22 Forms of Second Assumption and Amended and Restated Stock Option
Agreements relating to options granted under the 1983 Plan and executed
by employees who had employment agreements with UAE (incorporated herein
by reference to Old TCI's Post-Effective Amendment No. 1 to Form S-4
Registration Statement on Form S-8, as filed on March 2, 1992 (Reg. No.
33-43009)).
4.23 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)).
4.24 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).
4.25 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).
II-11
<PAGE>
4.26 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).
5 Opinion of Stephen M. Brett, Esq.
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 Stephen M. Brett, Esq. (included in Exhibit 5).
/*/24 Power of Attorney.
- - --------------------
*Previously Filed
II-12
<PAGE>
TELE-COMMUNICATIONS, INC.
Terrace Tower II
5619 DTC Parkway
Englewood, Colorado 80111-3000
EXHIBIT 5
---------
October 27, 1995
Board of Directors
Tele-Communications, Inc.
Terrace Tower II
5619 DTC Parkway
Englewood, CO 80111-3000
Dear Sirs:
I am Executive Vice President and General Counsel of Tele-
Communications, Inc., a Delaware corporation (the "Company"), and this opinion
is being delivered in connection with the filing of a Post-effective Amendment
No. 2 on Form S-8 to the Company's Registration Statement on Form S-4 (No.
33-54263, the "Registration Statement"), with respect to the registration under
the Securities Act of 1933, as amended, of (i) shares of the Company's Tele-
Communications, Inc. Series A TCI Group Common Stock, par value $1.00 per share
(the "TCI Group Shares"), and (ii) shares of the Company's Tele-Communications,
Inc. Series A Liberty Media Group Common Stock, par value $1.00 per share (the
"Liberty Group Shares" and collectively with the TCI Group Shares, the
"Shares"), that are issuable upon exercise of stock options (the "Options") or
stock appreciation rights (the "SARs") granted under the Tele-Communications,
Inc. 1994 Stock Incentive Plan (the "Plan"). The Company granted the Options and
SARs in connection with certain Assumption and Amended and Restated Stock Option
Agreements (the "Exchange Agreements"), in substitution for stock options and
stock appreciation rights previously granted by the Company's predecessors and
assumed by the Company.
In connection therewith, I have examined, among other things, the
originals, certified copies or copies otherwise identified to my satisfaction as
being copies of originals, of the Restated Certificate of Incorporation and By-
Laws of the Company, as amended; minutes of the proceedings of the Company's
Board of Directors, including committees thereof; the Company's Proxy
Statement/Prospectus, dated June 29, 1995, relating to the annual meeting of the
Company's stockholders held on August 3, 1995; the Plan; the Exchange
Agreements; and such other documents, records, certificates of public officials
and questions of law as I deemed necessary or appropriate for the purpose of
this opinion. In rendering this opinion, I have relied, to the extent I deemed
such reliance appropriate, on certificates of officers of the Company as to
factual matters. I have assumed the authenticity of all documents submitted to
me as originals and the conformity to authentic original documents of all
documents submitted to me as certified,
<PAGE>
October 27, 1995
Page 2
conformed or reproduction copies. I have further assumed that there will be no
changes in applicable law between the date of this opinion and the date the
Shares proposed to be sold by the Selling Stockholders pursuant to the
Registration Statement are actually sold.
Based upon the foregoing, I am of the opinion that each of the TCI
Group Shares and the Liberty Group Shares that may be issued and sold upon the
proper exercise of the Options and the SARs have been duly authorized and, when
issued and sold in accordance with the terms of the Plan and the applicable
Exchange Agreement, will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to me contained therein under the
heading "Item 5. Interest of Named Experts and Counsel." In giving the
foregoing consent, I do not admit that I am in the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
/s/ Stephen M. Brett
Stephen M. Brett
Executive Vice President and
General Counsel
<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.
33-54263 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.
33-54263 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.
33-54263 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
of Cablevision:
We consent to the incorporation by reference in the registration statement No.
33-54263 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
