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As filed with the Securities and Exchange Commission on October 31, 1995
REGISTRATION NO. 33 - 57469
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.
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EXPLANATORY NOTE
The Form S-3 Registration Statement (No. 33-57469) (the "Registration
Statement") related to the offering of up to 3,403,405 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 date of the filing of this
Post-effective Amendment No. 1 to the Registration Statement ("Amendment No.
1"), 2,336,000 shares of Class A Common Stock had been sold pursuant to the
Registration Statement. As a result, there remained prior to the events
described below, 1,067,405 shares of Class A Common Stock (the "Remaining
Shares") covered by 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 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 254,351 shares of Series A Liberty Media Group Common Stock distributed
in respect of such Remaining Shares in the distribution.
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Subject to Completion, dated October 31, 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) 1,067,405 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) 254,351 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, each to be offered and sold from time to time by Acclaim Entertainment,
Inc., a Delaware corporation ("Acclaim" or the "Selling Stockholder"). See
"Selling Stockholder."
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.
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Each of the TCI Group Shares and the Liberty Group Shares may be offered
for sale and sold by the Selling Stockholder 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
Stockholder 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 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 Stockholder 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
Stockholder 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 Stockholder. See "Selling Stockholder". The Selling Stockholder
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 Stockholder.
The Selling Stockholder and any broker-dealers or agents that participate
with the Selling Stockholder 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.
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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
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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.
SELLING STOCKHOLDER
The TCI Group Shares (after giving effect to the redesignation of the
shares of Class A Common Stock into shares of Series A TCI Group Common Stock)
being offered hereby were acquired by the Selling Stockholder in accordance with
the terms of an Exchange Agreement, dated as of October 19, 1994 (the "Exchange
Agreement"), among the Company, TCI GameCo Holdings, Inc., a Colorado
corporation and an indirect wholly owned subsidiary of the Company, and Acclaim.
A copy of the Exchange Agreement has been filed as an exhibit to the
Registration Statement. All of the Liberty Group Shares were acquired by the
Selling Stockholder in connection with the Company's distribution to the holders
of record of TCI Group Common Stock on August 4, 1995 (the record date for such
distribution) of 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
as of such record date.
The Shares held by the Selling Stockholder constitute restricted securities
and cannot be offered or sold except pursuant to an effective registration
statement covering such offer and sale or pursuant to an applicable exception
from the registration requirements of the Securities Act. Pursuant to the
Exchange Agreement, the Company has filed the Registration Statement (of which
this Prospectus forms a part) under the Securities Act for the purpose of
permitting the Selling Stockholder to offer and sell the Shares, in whole or in
part and from time to time, under this Prospectus. The Company is obligated to
keep the Registration Statement effective for a period of up to two years from
the date such Registration Statement initially became effective (or until all of
the Shares are disposed of by the Selling Stockholder, if earlier).
The Shares may be offered and sold in an underwritten offering (see "Plan
of Distribution"), in which case the Selling Stockholder shall have the right to
select the lead managing underwriter, whose selection shall be subject to
approval by the Company (which approval shall not be unreasonably withheld). The
Company is required to pay all expenses in connection with the registration of
the offer
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and sale of the Shares (including, without limitation, all
registration and filing fees incurred in connection with the filing of this
Registration Statement with the Commission and state securities commissioners),
other than (i) discounts and commissions and transfer taxes attributable to the
sale of any of the Shares; (ii) in the case of any underwritten offering, fees
and disbursements of underwriters and underwriters counsel (other than fees and
expenses of such counsel incurred in connection the "blue sky" qualification of
any of the Shares); and (iii) fees and disbursements of counsel or of any
experts retained by Acclaim in connection with the registration of the offer and
sale of the Shares.
The Company has agreed to indemnify Acclaim against certain liabilities
that may arise in connection with any offer and sale of the Shares, including
liabilities under the Securities Act, and to contribute to payments that Acclaim
may be required to make in respect thereof.
Pursuant to the Exchange Agreement, the Company acquired 4,348,795 shares
of Acclaim's common stock, par value $.02 per share ("Acclaim Common Stock"),
which, as of October 26, 1995, represented 8.81% of the issued and outstanding
shares of Acclaim Common Stock. The Company also has entered into a joint
venture with Acclaim to develop, acquire (by purchase or license), and
merchandize, and to sell, license, distribute and transmit, interactive
entertainment programming for distribution by electronic means principally to or
through telecommunications networks, including cable television systems. The
joint venture will seek to promote a standard for broadband network interactive
games to be incorporated into the next generation of set-top boxes. Except as
discussed above, neither the Company nor any of its affiliates has had within
the past three years any material relationship with Acclaim or any of its
affiliates.
PLAN OF DISTRIBUTION
The Shares may be offered for sale and sold by the Selling Stockholder 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
negotiated or competitive bid basis. The Shares may be sold by the Selling
Stockholder 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 Stockholder, 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 Stockholder that it has 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 Stockholder 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 Stockholder and any agents or broker-dealers that participate
with the Selling Stockholder 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.
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To the extent required, the number and series 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 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
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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 sheet of TeleWest Communications plc and
subsidiaries as of 31 December 1994 and 1993, and the related consolidated
statements of operations and cash flows for each of the years in the three year
period ended 31 December 1994, which 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.
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 the 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.
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<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 OR THE SELLING STOCKHOLDER. NEITHER THE DELIVERY OF
THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION 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 CHANGE IN THE AFFAIRS OF THE COMPANY SINCE SUCH
DATE. THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THOSE
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.
-----------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
AVAILABLE INFORMATION.......... 3
INCORPORATION OF DOCUMENTS BY
REFERENCE................... 3
THE COMPANY.................... 4
SELLING STOCKHOLDER............ 4
PLAN OF DISTRIBUTION........... 5
LEGAL MATTERS.................. 6
EXPERTS........................ 6
</TABLE>
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)
-----------------------------------------
PROSPECTUS
-----------------------------------------
_____________, 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>
<CAPTION>
<S> <C>
+Registration Fee $ 24, 879
*Blue Sky Fees and Expenses (including counsel fees) 5,000
*Legal Fees and Expenses 5,000
*Accounting Fees and Expenses 10,000
*Miscellaneous 1,000
--------
*Total $ 45,879
- ----------------
+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 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.
II-1
<PAGE>
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 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.
II-2
<PAGE>
(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 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.
II-3
<PAGE>
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 Stockholder has 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
Exhibits Description
- -------- -----------
4.1 Restated Certificate of Incorporation of the Company, dated August 4,
1994, as amended on August 4, 1994, August 16, 1994, October 11, 1994,
October 21, 1994, January 26, 1995, August 3, 1995 and August 3, 1995
(Incorporated herein by reference to Exhibit 99.1 of 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 (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 Series A Liberty Group Common Stock,
par value $1.00 per share (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 Exchange Agreement, dated as of October 19, 1994, among the
Registrant, TCI GameCo Holdings, Inc. and Acclaim.
*99.2 Partnership Agreement, dated as of October 19, 1994, between Acclaim
Cable Holdings, Inc. and TCI GameCo. Ventures, Inc.
____________________
*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.
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
II-6
<PAGE>
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 31, 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:
Signature Title Date
- --------- ----- ----
* Chairman of the Board October 31, 1995
- ------------------------- and Director
(Bob Magness)
President and Director
- ------------------------- (Principal Executive
(John C. Malone) Officer)
* Executive Vice President and October 31, 1995
- ------------------------- Director (Principal Financial
(Donne F. Fisher) and Accounting Officer)
* Director October 31, 1995
- -------------------------
(John W. Gallivan)
* Director October 31, 1995
- -------------------------
(Kim Magness)
Director
- -------------------------
(Robert A. Naify)
II-8
<PAGE>
* Director October 31, 1995
- -------------------------
(Jerome H. Kern)
Director
- ------------------------
(Tony Coelho)
*By: /s/ Stephen M. Brett October 31, 1995
-------------------------------
Stephen M. Brett
Attorney-in-Fact
II-9
<PAGE>
EXHIBIT INDEX
4.1 Restated Certificate of Incorporation of the Company, dated August 4,
1994, as amended on August 4, 1994, August 16, 1994, October 11, 1994,
October 21, 1994, January 26, 1995, August 3, 1995 and August 3, 1995
(Incorporated herein by reference to Exhibit 99.1 of 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 (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 Series A Liberty Group Common Stock,
par value $1.00 per share (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 Exchange Agreement, dated as of October 19, 1994, among the
Registrant, TCI GameCo Holdings, Inc. and Acclaim.
*99.2 Partnership Agreement, dated as of October 19, 1994, between Acclaim
Cable Holdings, Inc. and TCI GameCo. Ventures, Inc.
____________________
*Previously Filed
II-10
<PAGE>
EXHIBIT 5
---------
TELE-COMMUNICATIONS, INC.
Terrace Tower II
5619 DTC Parkway
Englewood, Colorado 80111-3000
October 31, 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. 33-57469, 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 to be
offered and sold from time to time by the holder thereof named in the
Registration Statement (the "Selling Stockholder").
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 Stockholder pursuant to the
Registration Statement are actually sold.
<PAGE>
Based upon the foregoing, I am of the opinion that each of the TCI
Group Shares and the Liberty Group Shares proposed to be sold by the Selling
Stockholder have been duly authorized and validly issued, and are 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
2
<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.
33-57469 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.
33-57469 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.
33-57469 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.
33-57469 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. 33-57469) 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
