<PAGE>
As filed with the Securities and Exchange Commission on October 27, 1995
REGISTRATION NO. 33 - 57399
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
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)
______________
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)
______________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: From time to time after the effective date of the registration
statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_] ___________________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] ___________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
Pursuant to Rules 429 and 416 under the Securities Act of 1933, the
Prospectus included herein relates to 5,038,100 shares of Tele-Communications,
Inc. Series A TCI Group Common Stock into which the 5,038,100 shares of the
Registrant's Class A Common Stock registered pursuant to Registration No. 33-
54263 were redesignated and the 1,259,525 shares of Tele-Communications, Inc.
Series A Liberty Media Group Common Stock distributed in respect of such shares
of Series A TCI Group Common Stock.
================================================================================
<PAGE>
EXPLANATORY NOTE
The Form S-3 Registration Statement (No. 33-57399) (the "Registration
Statement") related to the offering of up to 500 shares of Class A Common Stock,
par value $1.00 per share ("Class A Common Stock"), of Tele-Communications, Inc.
(the "Company") and, pursuant to Rule 429 promulgated under the Securities Act
of 1933, as amended, the prospectus therein also included an additional
5,041,516 shares of Class A Common Stock registered under Registration Statement
No. 33-54263. Prior to the date of the redesignation of the Class A Common Stock
referred to below, 3,416 shares of Class A Common Stock had been sold pursuant
to the prospectus which is part of the Registration Statement. As a result,
there remained prior to the events described below, 5,038,600 shares of Class A
Common Stock (the "Remaining Shares") covered by the prospectus which is part of
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 Remaining Shares
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 Remaining Shares. As a result,
the Registration Statement, as amended by this Amendment No. 1, will be deemed
to cover both the Remaining Shares (after giving effect of the redesignation of
the Class A Common Stock into Series A TCI Group Common Stock) and the 1,259,650
shares of Series A Liberty Media Group Common Stock distributed in respect of
such Remaining Shares in the distribution.
<PAGE>
Subject to Completion, dated October 27, 1995
PROSPECTUS
Tele-Communications, Inc.
Tele-Communications, Inc. Series A TCI Group Common Stock ($1.00 par value)
Tele-Communications, Inc. Series A Liberty Media Group Common Stock ($1.00 par
value)
This Prospectus relates to (i) 5,038,600 shares (the "TCI Group Shares") of
the Tele-Communications, Inc. Series A TCI Group Common Stock, par value $1.00
per share (the "Series A TCI Group Common Stock"), of Tele-Communications, Inc.,
a Delaware corporation (the "Company"), and (ii) 1,259,650 shares (the "Liberty
Group Shares" and collectively with the TCI Group Shares, the "Shares") of Tele-
Communications, Inc. Series A Liberty Media Group Common Stock, par value $1.00
per share (the "Series A Liberty Media Group Common Stock"), of the Company,
issuable upon conversion from time to time of up to approximately $30 million
aggregate principal amount of certain convertible notes (the "Notes") of TCI-UA,
Inc. ("TCI-UA"), an indirect, wholly-owned subsidiary of the Company, and the
offering and sale of the Shares by the holders thereof (each a "Selling
Stockholder") from time to time thereafter. See "Shares Being Offered" and
"Selling Stockholders."
On August 3, 1995, the Company's Restated Certificate of Incorporation was
amended to, among other things, (i) redesignate the Company's Class A Common
Stock, par value $1.00 per share ("Class A Common Stock"), as Series A TCI Group
Common Stock and the Company's Class B Common Stock, par value $1.00 per share,
as 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"), and (ii) authorize two
additional series of the Company's common stock, designated as 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 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.
Both series of TCI Group Common Stock are identical in all respects, except
(i) each share of Series B TCI Group Common Stock has ten votes and each share
of Series A TCI Group Common Stock has one vote and (ii) each share of Series B
TCI Group Common Stock is convertible, at the option of holder, into one share
of Series A TCI Group Common Stock. Similarly, both series of Liberty Media
Group Common Stock are identical in all respects, except (i) each share of
Series B Liberty Media Group Common Stock has ten votes and each share of Series
A Liberty Media Group Common Stock has one vote and (ii) each share of Series B
Liberty Media Group Common Stock is convertible, at the option of the holder,
into one share of Series A Liberty Media Group Common Stock. The shares of
Series A TCI Group Common Stock and Series A Liberty Media Group Common Stock
are not convertible into shares of Series B TCI Group Common Stock and Series B
Liberty Media Group Common Stock, respectively.
Shares of the Series A TCI Group Common Stock, the Series B TCI Group
Common Stock, the Series A Liberty Media Group Common Stock and the Series B
Liberty Media Group Common Stock are traded on the Nasdaq National Market under
the symbols "TCOMA", "TCOMB", "LBTYA" and "LBTYB", respectively.
(continued)
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is _____________, 1995.
<PAGE>
Each of the TCI Group Shares and the Liberty Group Shares may be offered
for sale and sold by the Selling Stockholders from time to time in varying
amounts, including in block transactions, on the Nasdaq National Market at then
prevailing prices or in private transactions at prices and on terms to be
determined at the time of sale. The Shares may be sold by the Selling
Stockholders directly, through an underwritten offering, through agents
designated from time to time or to or through broker-dealers designated from
time to time. To the extent required, the number and series of Shares to be
sold, the name of the Selling Stockholders, the purchase price, the public
offering price, if applicable, the name of any such agent or broker-dealer, and
any applicable commissions, discounts or other items constituting compensation
to such underwriters, agents or broker-dealers with respect to a particular
offering will be set forth in a supplement or supplements to this Prospectus
(each, a "Prospectus Supplement"). The aggregate proceeds to the Selling
Stockholders from the sale of the Shares so offered will be the purchase price
of the Shares sold less (i) the aggregate commissions, discounts and other
compensation, if any, paid by the Selling Stockholders to underwriters, agents
or broker-dealers and (ii) certain other expenses of the offering and sale of
the Shares that will be the responsibility of the Selling Stockholders. See
"Selling Stockholders". The Selling Stockholders may also sell all or a portion
of the Shares pursuant to Rule 144 promulgated under the Securities Act of 1933,
as amended (the "Securities Act"), to the extent that such sales may be made in
compliance with such Rule. See "Plan of Distribution". The Company will not
receive any proceeds from the sale of the Shares. The Company knows of no
selling arrangement between any underwriter, agent or broker-dealer and the
Selling Stockholders.
The Selling Stockholders and any broker-dealers or agents that participate
with the Selling Stockholders in the distribution of any of the Shares may be
deemed to be "underwriters" within the meaning of the Securities Act, and any
discount or commission received by them and any profit on the resale of the
Shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
2
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission"), Washington, D.C., a registration statement on Form S-3 (together
with all amendments and exhibits, referred to as the "Registration Statement")
under the Securities Act, with respect to the Shares. This Prospectus does not
contain all of the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. For further information pertaining to the Shares and the Company,
reference is made to the Registration Statement. Statements contained herein
concerning the provisions of any document are not necessarily complete and, in
each instance, reference is made to the copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Commission. Reports,
proxy statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at
Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549;
Suite 1400, 500 West Madison Street, Chicago, Illinois 60661; and at Suite 1300,
7 World Trade Center, New York, New York 10048; and copies of such material can
be obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
INCORPORATION OF DOCUMENTS BY REFERENCE
The Company hereby incorporates in this Prospectus by reference the
following documents filed with the Commission: (i) 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) and Item 1 of the Company's registration
statement on Form 8-A, as amended by Form 8-A/A (Amendments No. 1 and 2), (ii)
the Company's Annual Report on Form 10-K for the year ended December 31, 1994,
as amended by Form 10-K/A (Amendment No. 1), (iii) the Company's Quarterly
Reports on Form 10-Q for the quarters ended March 31, 1995 and June 30, 1995,
(iv) the Company's Current Reports on Form 8-K, dated January 23, 1995, February
3, 1995 (as amended by Form 8-K/A), February 13, 1995, February 15, 1995, April
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, and (v) (a) 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, (b)
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), (c) 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), and (d) 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).
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to
the termination of the offering of the Shares described in this Prospectus shall
be deemed to be incorporated herein by reference and to be a part hereof from
the respective dates of the filing of such documents. Any statement contained in
a
3
<PAGE>
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a Prospectus
is delivered, on the written or oral request of any such person, a copy of any
or all of the documents incorporated by reference herein, other than certain
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into the documents that this Prospectus incorporates). Such
requests should be addressed to Stephen M. Brett, Esq., Executive Vice President
and General Counsel, Tele-Communications, Inc., Terrace Tower II, 5619 DTC
Parkway, Englewood, Colorado 80111-3000; telephone (303) 267-5500.
THE COMPANY
The Company, through its subsidiaries and affiliates, is principally
engaged in the construction, acquisition, ownership and operation of cable
television systems and the provision of satellite-delivered video entertainment,
information and home shopping programming services to various video distribution
media, principally cable television systems. The Company believes that, measured
by the number of basic subscribers, it is the largest provider of cable
television services in the United States. The Company also has investments (i)
in cable and telecommunications operations and television programming in certain
international markets and (ii) in companies and joint ventures involved in
developing and providing programming for new television and telecommunications
technologies. The Company is a Delaware corporation and its executive offices
are located at Terrace Tower II, 5619 DTC Parkway, Englewood, Colorado 80111-
3000; telephone (303) 267-5500. Unless the context indicates otherwise, as used
herein, the "Company" means Tele-Communications, Inc., its consolidated
subsidiaries and their respective predecessors.
SHARES BEING OFFERED
On July 9, 1986, the Company entered into a Stock Purchase Agreement (the
"Naify Agreement") with Marshall Naify, Robert A. Naify, a corporation owned by
them, certain members of their respective families and certain trusts
established for the benefit of such persons and certain other members of their
respective families (the "Naify Family"), pursuant to which the Company acquired
from the Naify Family in December of 1986 all of the shares of common stock of
United Artists Communications, Inc. ("UACI") owned by them, which represented
approximately 55% of the UACI shares then outstanding. The consideration paid
for each share of UACI common stock acquired by the Company pursuant to the
Naify Agreement was $18.498, of which $6.64 was paid in cash and the balance of
$11.858 per share was represented by Notes.
The Notes are general unsecured obligations of TCI-UA, the principal amount
of which is payable on December 12, 2021 and bears interest at the rate of 1.85%
per annum until December 12, 2003 and no interest thereafter. The Notes, when
issued, were convertible at any time at the option of the holder into shares of
Class A Common Stock. As a result of the redesignation of the Class A Common
Stock into Series A TCI Group Common Stock and the subsequent distribution to
the holders of Series A TCI Group Common Stock of shares of Series A Liberty
Media Group Common Stock, the Notes are presently convertible at any time at the
option of the holder into one share of Series A TCI Group Common Stock and one-
forth of a share of Series A Liberty Media Group Common Stock for each $5.95
principal amount of Notes, subject to adjustment under stated circumstances. The
TCI Group Shares and Liberty Group Shares issuable upon the conversion of the
Notes are hereinafter referred to collectively as the "Conversion Shares."
4
<PAGE>
As of the date of this Prospectus, Notes in the aggregate principal amount
of $230,310,150 are outstanding, which Notes are convertible at the current
conversion rate into an aggregate of approximately 38,707,574 TCI Group Shares
and 9,676,893 Liberty Group Shares (excluding fractional shares issuable upon
conversion of any particular Note). The names of the members of the Naify Family
who currently hold the Notes, the aggregate principal amount of the Notes held
by each such holder and the number of whole shares of Series A TCI Group Common
Stock and Series A Liberty Media Group Common Stock into which the Notes of such
holder are convertible at the current conversion rate are set forth under
"Selling Stockholders" below. In accordance with the terms of the Naify
Agreement, neither the Notes nor the Conversion Shares may be transferred unless
they are registered under the Securities Act or an exemption from registration
is available. The Notes have not been registered under the Securities Act and
neither the Company nor TCI-UA has any obligation to register the Notes. The
Naify Agreement provides the holders of the Notes with certain demand and
incidental or "piggyback" registration rights with respect to the Conversion
Shares. Specifically, the demand registration rights permit holders of the Notes
from time to time to require the Company to register Conversion Shares under the
Securities Act for sale in an underwritten public offering, except that the
Company is not obligated to effect such registration more than once in any six
month period or if, in order to comply with such request, the Company could be
required to undergo a special interim audit (unless the parties requesting
registration agree to pay all fees and expenses of such special interim audit).
The incidental registration rights permit the holders of the Notes to have their
Conversion Shares included in certain types of registration statements proposed
to be filed by the Company. The Company's agreement to register the Shares
covered by this Prospectus as described below is contained in a letter agreement
which has been filed as an Exhibit to the Registration Statement and is separate
from the Company's obligation to register Conversion Shares under the Naify
Agreement. The full text of the Naify Agreement has been filed as an Exhibit to
the Registration Statement of which this Prospectus forms a part. See "Available
Information."
The Company has agreed, for the benefit of the holders of the Notes, to
register the Conversion Shares to be issued from time to time upon conversion of
up to approximately $30 million aggregate principal amount of the Notes and the
resale of such shares from time to time by the holders thereof. The Shares
offered hereby represent the number of Conversion Shares issuable upon
conversion of such aggregate principal amount of Notes, as such number and type
of shares may be increased or decreased as a result of adjustments to the
conversion rate pursuant to the anti-dilution provisions of the Notes. At the
current conversion rate, 5,038,600 TCI Group Shares and 1,259,650 Liberty Group
Shares are issuable upon conversion of approximately $30 million aggregate
principal amount of the Notes. The Conversion Shares will be included in the
Shares covered by this Prospectus on the basis of the order in which the Notes,
up to an aggregate principal amount of approximately $30 million, are converted.
SELLING STOCKHOLDERS
A member of the Naify Family, or any person to whom a member of the Naify
Family has transferred Notes in a transaction permitted by the Naify Agreement,
for whose account Shares are being offered hereby is referred to herein as a
"Selling Stockholder". It is anticipated that, from time to time after the date
hereof, record ownership of certain of the Notes that are currently held in
trust for the benefit of members of the Naify Family will be transferred to the
beneficiaries of the applicable trust and/or that record ownership of certain of
the Notes may be transferred to living trusts of which the current record owner
or (in the case of Notes currently held in trust) beneficial owner would be a
trustee with sole control and complete discretion to revoke or amend such trust
during such person's lifetime. The table set forth below and the footnotes
thereto provide the following information: the names of the members of the Naify
Family who currently hold Notes, the aggregate principal amount of the Notes
held by each such holder, the number of whole shares of TCI Group Shares and
Liberty Group Shares into which the Notes of such holder are convertible at the
current conversion rate and the number of shares of TCI Group Shares and Liberty
Group Shares beneficially owned as of the date of this Prospectus by each such
holder. The Conversion Shares to be included in the Shares covered by this
Prospectus will be on the basis of the order in which the Notes, up to an
aggregate principal amount of approximately $30 million, are converted;
therefore no estimate can be given as to the number of shares of TCI Group
Shares and Liberty Group Shares that will be held by each Selling Stockholder
upon the termination of
5
<PAGE>
this offering. However, the name of the Selling Stockholder in connection with
any particular sale of Shares, the number of Shares to be sold and the number
and (if one percent or more) the percentage of the outstanding shares of TCI
Group Shares or Liberty Group Shares to be owned by such Selling Stockholder
after completion of any offering hereunder will be specified in a Prospectus
Supplement.
6
<PAGE>
<TABLE>
<CAPTION>
NO. OF WHOLE NO. OF WHOLE
SHARES OF SERIES SHARES OF SERIES NO. OF WHOLE
A TCI GROUP NO. OF WHOLE A LIBERTY MEDIA SHARES OF SERIES A
AGGREGATE COMMON STOCK SHARES OF SERIES A GROUP COMMON LIBERTY MEDIA
PRINCIPAL INTO WHICH TCI GROUP STOCK INTO GROUP COMMON
AMOUNT OF NOTES ARE COMMON STOCK WHICH NOTES ARE STOCK BENEFICIALLY
NOTEHOLDER NOTES HELD CONVERTIBLE BENEFICIALLY CONVERTIBLE OWNED (1)
---------- ---------- ----------- OWNED (1) ----------- ------------------
------------------
<S> <C> <C> <C> <C> <C>
Marshall Naify $ 73,924,889.75 12,424,351 12,944,918 (2) 3,106,087 3,236,229 (2)
Robert A. Naify 133,559,215.23 22,446,926 23,297,254 (3) 5,611,731 5,824,313 (3)
Valerie Naify 960,498.00 161,428 161,428 40,357 40,357
Leslie C. Naify 1,383,117.12 232,456 263,083 (4) 58,114 65,770 (4)
Christie M. Naify 1,383,117.12 232,456 263,083 (5) 58,114 65,770 (5)
Robert J. Naify 1,383,117.12 232,456 263,083 (6) 58,114 65,770 (6)
Marshall Naify, 2,032,556.06 341,606 341,606 85,401 85,401
Robert A. Naify and
Georgette N.
Rosekrans, Trustees of
the Michael N. Naify
testamentary trust for
the benefit of Marshall
Naify
John M. Sherwood, as 182,233.74 30,627 30,627 7,656 7,656
Trustee of the Leslie
C. Naify 1981 Trust
John M. Sherwood, as 182,233.74 30,627 30,627 7,656 7,656
Trustee of the Christie
M. Naify 1981 Trust
John M. Sherwood, as 182,233.74 30,627 30,627 7,656 7,656
Trustee of the Robert
J. Naify 1981 Trust
Christina C. Dierker 139,734.67 23,484 23,484 5,871 5,871
as Trustee of the
Christina C. Dierker
Trust Dated October
10, 1995
John M. Sherwood, as 139,734.67 23,484 23,484 5,871 5,871
Trustee of the Acela
Cortese 1983 Trust
John M. Sherwood, as 139,734.67 23,484 23,484 5,871 5,871
Trustee of the
Christina E. Naify
1985 Trust
John M. Sherwood, as 114,619.43 19,263 19,263 4,815 4,815
Trustee of the Drew
Michael Andrade 1986
Trust
John M. Sherwood, as 132,856.16 22,328 23,902 5,582 5,975
Trustee of the Marsha
J. Naify Living Trust
John M. Sherwood, as 650,506.16 109,328 112,264 27,332 28,066
Trustee of the Michael
S. Naify 1981 Trust
John M. Sherwood, as 472,006.16 79,328 82,264 19,832 20,566
Trustee of the
Christina E. Naify
1981 Trust
Michael S. Naify 973,335.44 163,585 505,845 (7) 40,896 126,461 (7)
Christina E. Naify 875,120.40 147,079 226,407 (8) 36,769 56,601 (8)
</TABLE>
7
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Marshall Naify, as 1,368,481.30 229,996 229,996 57,499 57,499
Trustee under the
Michael S. Naify 1963
Trust
Richard Naify 3,833,900.00 644,352 743,005 (9) 161,088 185,751 (9)
Josephine Naify 5,995,736.82 1,007,686 1,141,076 (9) 251,921 285,269 (9)
James Naify 301,172.93 50,617 60,317 12,654 15,079
</TABLE>
__________________
(1) The number of shares specified in this table as being beneficially owned by
each Selling Stockholder assumes the conversion of all Notes beneficially
owned by such Selling Stockholder, except as set forth in the footnotes.
(2) This number includes the number of shares issuable upon conversion of Notes
owned by record by Marshall Naify, Robert A. Naify and Georgette N.
Rosekrans, as Trustees of the Michael N. Naify testamentary trust for the
benefit of Marshall Naify (341,606 TCI Group Shares and 85,401 Liberty
Group Shares). This number does not include, although Marshall Naify may be
deemed to beneficially own, the number of shares issuable upon conversion
of Notes owned by record by Marshall Naify as sole trustee under the
Michael S. Naify 1963 Trust (229,996 TCI Group Shares and 57,499 Liberty
Group Shares).
(3) This number does not include, although Robert A. Naify may be deemed to
beneficially own, the number of shares issuable upon conversion of Notes
owned of record by Robert A. Naify as co-trustee under the Michael N. Naify
testamentary trust for the benefit of Marshall Naify.
(4) This number includes the number of shares issuable upon conversion of Notes
owned of record by the Leslie C. Naify 1981 Trust (30,627 TCI Group Shares
and 7,656 Liberty Group Shares) of which Leslie C. Naify is the sole
beneficiary.
(5) This number includes the number of shares issuable upon conversion of Notes
owned of record by the Christie M. Naify 1981 Trust (30,627 TCI Group
Shares and 7,656 Liberty Group Shares) of which Christie M. Naify is the
sole beneficiary.
(6) This number includes the number of shares issuable upon conversion of Notes
owned of record by the Robert J. Naify 1981 Trust (30,627 TCI Group Shares
and 7,656 Liberty Group Shares) of which Robert J. Naify is the sole
beneficiary.
(7) This number includes the number of shares issuable upon conversion of Notes
owned of record by two trusts separately identified above of which Michael
S. Naify is sole beneficiary (the Michael S. Naify 1981 Trust and the
Michael S. Naify 1963 Trust)
(8) This number includes the number of shares issuable upon conversion of Notes
owned of record by the Christina E. Naify 1981 Trust (79,328 TCI Group
Shares and 19,832 Liberty Group Shares) of which Christina E. Naify is sole
beneficiary.
(9) This number includes 66,070 TCI Shares and 16,517 Liberty Shares owned
jointly by Josephine Naify and Richard Naify.
Neither the Company nor any of its affiliates has had any material
relationship with any member of the Naify Family within the past three years,
except that Robert A. Naify has been a director of the Company since June 12,
1987. Any other material relationship between the Company or any of its
affiliates, on the one hand, and a Selling Stockholder, on the other, within
three years prior to the date of a sale by such Selling Stockholder hereunder
will be described in the Prospectus Supplement relating to such sale. The
Company has agreed to bear all costs and expenses of registering the Shares
under the Securities Act and certain state securities laws, including
registration fees, its legal and accounting fees and expenses and photocopying
costs. The Selling Stockholders will bear all other expenses of the offering and
sale of the Shares, including any underwriting discounts, selling commissions or
other compensation to agents, broker-dealers or underwriters, transfer fees or
taxes, if any, and fees and expenses of counsel and other advisers, if any, to
the Selling Stockholders. The Company has agreed to indemnify the Selling
Stockholders against certain liabilities, including civil liabilities under the
Securities Act.
PLAN OF DISTRIBUTION
The Shares may be offered for sale and sold by the Selling Stockholders in
one or more transactions, including block transactions, at a fixed price or
prices, which may be changed, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices or at prices determined on a
8
<PAGE>
negotiated or competitive bid basis. The Shares may be sold by the Selling
Stockholders directly, through an underwritten offering, through agents
designated from time to time or to or through broker-dealers designated from
time to time.
If any Shares are sold in an underwritten offering, such Shares may be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
Unless otherwise indicated in the applicable Prospectus Supplement, the
obligations of any underwriters to purchase Shares will be subject to certain
conditions precedent, and the underwriters will be obligated to purchase all of
the Shares specified in such Prospectus Supplement if any are purchased.
Shares may be sold through a broker-dealer acting as agent or broker for
the Selling Stockholders, or to a broker-dealer acting as principal. In the
latter case, the broker-dealer may then resell such Shares to the public at
varying prices to be determined by such broker-dealer at the time of resale.
The Company has been advised by the Selling Stockholders that they have
not, as of the date of this Prospectus, entered into any arrangement with an
underwriter, agent or broker-dealer for the sale of the Shares.
The Selling Stockholders may also sell all or a portion of the Shares
pursuant to Rule 144 promulgated under the Securities Act, to the extent that
such sales may be made in compliance with such Rule.
The Selling Stockholders and any agents or broker-dealers that participate
with the Selling Stockholders in the distribution of any of the Shares may be
deemed to be "underwriters" within the meaning of the Securities Act, and any
discount or commission received by them and any profit on the resale of the
Shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
To the extent required, the number of Shares to be sold, the purchase
price, the public offering price, if applicable, the name of any underwriter,
agent or broker-dealer, and any applicable commissions, discounts or other items
constituting compensation to such underwriters, agents or broker-dealers with
respect to a particular offering will be set forth in an accompanying Prospectus
Supplement.
LEGAL MATTERS
Certain legal matters with respect to the Shares will be passed upon for
the Company by Stephen M. Brett, Esq., Executive Vice President and General
Counsel of the Company.
EXPERTS
The consolidated balance sheets of Tele-Communications, Inc. and
subsidiaries as of December 31, 1994 and 1993, and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1994, and all related
schedules which appear in Tele-Communications, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1994, as amended, have been incorporated by
reference herein in reliance upon the reports, dated March 27, 1995, of KPMG
Peat Marwick LLP, independent certified public accountants, incorporated
9
<PAGE>
by reference herein, and upon the authority of said firm as experts in
accounting and auditing. The reports of KPMG Peat Marwick LLP covering the
December 31, 1994 consolidated financial statements refer to the adoption of
Statement of Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities," in 1994.
The consolidated balance sheets of Liberty Media Corporation and
subsidiaries (Successor) as of December 31, 1993 and 1992, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
the years ended December 31, 1993 and 1992 and the period from April 1, 1991 to
December 31, 1991 (Successor Periods) and the consolidated statements of
operations, stockholders' equity, and cash flows of Liberty Media (a combination
of certain programming interests and cable television assets of TCI
Communications, Inc. (formerly Tele-Communications, Inc.)) (Predecessor) for the
period from January 1, 1991 to March 31, 1991 (Predecessor Periods), have been
incorporated by reference herein in reliance upon the report, dated March 18,
1994, of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing. The report of KPMG Peat Marwick LLP covering the
December 31, 1993 consolidated financial statements refers to a change in the
method of accounting for income taxes in 1993.
The 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 appear in the Company's Proxy
Statement/Prospectus, dated June 29, 1995 (Registration No. 33-59657), have been
incorporated by reference herein in reliance upon the report, dated March 27,
1995, of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing. The report of KPMG Peat Marwick LLP covering the
December 31, 1994 combined financial statements refers to the adoption of
Statement of Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities," in 1994.
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 appear in the Company's Proxy Statement/Prospectus,
dated June 29, 1995 (Registration No. 33-59657), have been incorporated by
reference herein in reliance upon the report, dated March 27, 1995, of KPMG Peat
Marwick LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing. The report of KPMG Peat Marwick LLP covering the December 31, 1994
combined financial statements refers to the adoption of Statement of Financing
Accounting Standards No. 115, "Accounting for Certain Investments in Debt and
Equity Securities," in 1994.
The consolidated balance sheets of TeleWest Communications plc and
subsidiaries as of 31 December 1994 and 1993, and the related consolidated
statements of operations and cash flows for each of the years in the three year
period ended 31 December 1994, which appear in the 31 December 1994 Annual
Report on Form 10-K of Tele-Communications, Inc., as amended, have been
incorporated by reference herein in reliance upon the report of KPMG,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
10
<PAGE>
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, have
been incorporated by reference herein in reliance upon the report of KPMG
Finsterbusch Pickenhayn Sibille, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
The consolidated balance sheets of QVC, Inc. and subsidiaries as of January
31, 1994 and 1993, and the related consolidated statements of operations,
shareholders' equity, and cash flows for each of the years in the three-year
period ended January 31, 1994, which appear in the Current Report on Form 8-K of
Tele-Communications, Inc. dated February 3, 1995, as amended, have been
incorporated by reference herein in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing. The report of KPMG Peat Marwick LLP covering the January 31, 1994
consolidated financial statements refers to a change in the method of accounting
for income taxes.
The financial statements of TeleCable Corporation as of December 31, 1993
and 1992 and for each of the two years in the period ended December 31, 1993,
incorporated in this Prospectus by reference to the Company's Current Report on
Form 8-K dated August 26, 1994, have been so incorporated in reliance on the
report of Price Waterhouse LLP, independent accountants, given on the authority
of said firm as experts in auditing and accounting.
11
<PAGE>
===================================== =====================================
NO PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT IN CONNECTION
WITH THE OFFERING DESCRIBED HEREIN
AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. NEITHER
THE DELIVERY OF THIS PROSPECTUS OR
ANY PROSPECTUS SUPPLEMENT NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION TELE-COMMUNICATIONS, INC.
THAT THE INFORMATION CONTAINED OR
INCORPORATED BY REFERENCE HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO
ITS DATE OR THAT THERE HAS BEEN NO Tele-Communications, Inc. Series A
CHANGE IN THE AFFAIRS OF THE COMPANY TCI Group
SINCE SUCH DATE. THIS PROSPECTUS AND Common Stock ($1.00 par value)
ANY PROSPECTUS SUPPLEMENT DO NOT
CONSTITUTE AN OFFER TO SELL OR A Tele-Communications, Inc. Series A
SOLICITATION OF AN OFFER TO BUY ANY Liberty Media Group
SECURITIES OTHER THAN THOSE Common Stock ($1.00 par value)
SPECIFICALLY OFFERED HEREBY OR OF ANY
SECURITIES OFFERED HEREBY IN ANY
JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED, OR IN
WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO
SO, OR TO ANYONE TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
----------------------------
_______________
PROSPECTUS
TABLE OF CONTENTS
----------------------------
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
AVAILABLE INFORMATION.......... 3
INCORPORATION OF DOCUMENTS BY
REFERENCE................... 3
THE COMPANY.................... 4
SHARES BEING OFFERED........... 4
SELLING STOCKHOLDERS........... 5
PLAN OF DISTRIBUTION........... 7
LEGAL MATTERS.................. 8
EXPERTS........................ 8
</TABLE>
_______, 1995
===================================== =====================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
All of the expenses in connection with the distribution of the Shares are
set forth below and will be borne by the Registrant.
<TABLE>
<S> <C>
+Registration Fee................................................ $ 100
*Blue Sky Fees and Expenses (including counsel fees)............. 15,000
*Legal Fees and Expenses......................................... 25,000
*Accounting Fees and Expenses.................................... 7,000
*Miscellaneous................................................... 3,000
------
*Total...................................................... $ 50,100
________________
+Previously paid.
*Estimated.
</TABLE>
ITEM 15. 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 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
II-1
<PAGE>
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 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
II-2
<PAGE>
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.
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
II-3
<PAGE>
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.
In addition, the Selling Stockholders, severally and not jointly, have
agreed to indemnify the Company, its directors and officers and each person, if
any, who controls the Company within the meaning of either the Securities Act or
the Securities Exchange Act of 1934, as amended, against certain liabilities,
including civil liabilities under the Securities Act in connection with certain
actions arising out of the sale of the Shares registered hereby.
II-4
<PAGE>
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
Exhibits Description
- -------- -----------
<S> <C>
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
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 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).
4.3 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).
4.4 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 Price Waterhouse LLP.
23.6 Consent of Stephen M. Brett, Esq. (included in Exhibit 5).
*24 Powers of Attorney.
*99.1 Letter agreement, dated January 10, 1995, between the Company and
the Selling Stockholders.
*99.2 Stock Purchase Agreement, dated as of July 9, 1986, among Tele-
Communications, Inc. and certain shareholders of United Artists
Communications, Inc.
</TABLE>
____________________
*Previously Filed
II-5
<PAGE>
ITEM 17. 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.
(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.
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<PAGE>
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 15 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-3 and has duly caused this Post-
effective Amendment No. 1 to the Form S-3 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
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post-effective Amendment No. 1 to the Form S-3 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
- --------------------------
(Bob Magness) and Director
* President and Director October 27, 1995
- --------------------------
(John C. Malone) (Principal Executive
Officer)
* Executive Vice President and October 27, 1995
- --------------------------
(Donne F. Fisher) Director (Principal Financial
and Accounting Officer)
* Director October 27, 1995
- --------------------------
(John W. Gallivan)
* Director October 27, 1995
- --------------------------
(Kim Magness)
</TABLE>
II-8
<PAGE>
<TABLE>
<S> <C> <C>
* 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>
II-9
<PAGE>
EXHIBIT INDEX
<TABLE>
<S> <C>
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 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 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).
4.3 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).
4.4 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 Price Waterhouse LLP.
23.6 Consent of Stephen M. Brett, Esq. (included in Exhibit 5).
*24 Powers of Attorney.
*99.1 Letter agreement, dated January 10, 1995, between the Company and the
Selling Stockholders.
*99.2 Stock Purchase Agreement, dated as of July 9, 1986, among Tele-
Communications, Inc. and certain shareholders of United Artists
Communications, Inc.
</TABLE>
____________________
*Previously Filed
II-10
<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. 1 to the Company's Registration Statement on Form S-3 (No. 33-57399, 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"), each issuable
upon the conversion of certain convertible notes (the "Notes") and each to be
offered and sold from time to time by the holders thereof named in the
Registration Statement (the "Selling Stockholders").
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; 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, 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.
<PAGE>
October 27, 1995
Page 2
Based upon the foregoing, I am of the opinion that each of the TCI
Group Shares and the Liberty Group Shares to be issued upon conversion of the
Notes have been duly authorized and, when issued and delivered upon conversion
of the Notes will be validly issued, fully paid and non-assessable.
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 "Legal Matters." 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.
33-57399 on Form S-3, 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), and to the reference to our
firm under the heading "Experts" in the registration statement. 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.
33-57399 on Form S-3, 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), and to the reference to our firm under the
heading "Experts" in the registration statement. 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.
33-57399 on Form S-3, 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), and to the reference to our firm under the heading
"Experts" in the registration statement. 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.
33-57399 on Form S-3, 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, and to the reference to our firm under the
heading "Experts" in the registration statement.
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
-------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement (No. 33-57399) 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. We also consent to the
reference to us under the heading "Experts" in the registration statement.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Norfolk, Virginia
October 26, 1995
