<PAGE>
As filed with the Securities and Exchange Commission on December 29, 1995
Registration No. 33-60843
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
-----------
TELE-COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 84-1260157
----------------------------------- ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
EMPLOYEE STOCK PURCHASE PLAN FOR BARGAINING UNIT
EMPLOYEES OF HERITAGE CABLE VISION ASSOCIATES, L.P.
D/B/A TCI OF MICHIANA
---------------------
(Full title of the Plan)
Stephen M. Brett, Esq.
Tele-Communications, Inc.
Terrace Tower II
5619 DTC Parkway
Englewood, Colorado 80111-3000
(303) 267-5500
(Name, address, including zip code and telephone no., including area code, of
agent for service)
<PAGE>
EXPLANATORY NOTE
On August 3, 1995, the Restated Certificate of Incorporation of Tele-
Communications, Inc. (the "Company") was amended to, among other things,
redesignate the Class A Common Stock, par value $1.00 per share ("Class A Common
Stock") and the Company's Class B Common Stock, par value $1.00 per share, as
Tele-Communications, Inc. Series A TCI Group Common Stock, par value $1.00 per
share (the "Series A TCI Group Common Stock"), and Tele-Communications, Inc.
Series B TCI Group Common Stock, par value $1.00 per share (the "Series B TCI
Group Common Stock" and, together with the Series A TCI Group Common Stock, the
"TCI Group Common Stock"), respectively, and to authorize two additional series
of the Company's common stock, designated as the Tele-Communications, Inc.
Series A Liberty Media Group Common Stock, par value $1.00 per share (the
"Series A Liberty Media Group Common Stock"), and the Tele-Communications, Inc.
Series B Liberty Media Group Common Stock, par value $1.00 per share (the
"Series B Liberty Media Group Common Stock" and, together with the Series A
Liberty Media Group Common Stock, the "Liberty Media Group Common Stock").
Thereafter, the Company distributed to holders of record of shares of Series A
TCI Group Common Stock and Series B TCI Group Common Stock one-fourth of a share
of the corresponding series of Liberty Media Group Common Stock in respect of
each share of TCI Group Common Stock held of record as of August 4, 1995, the
record date for the distribution. The shares of Series A TCI Group Common Stock
and Series B TCI Group Common Stock and the shares of Series A Liberty Media
Group Common Stock and Series B Liberty Media Group Common Stock are traded on
the Nasdaq National Market under the symbols "TCOMA", "TCOMB", "LBTYA" and
"LBTYB", respectively.
The purpose of this Amendment No. 2 to the Registration Statement
("Amendment No. 2") is to reflect the redesignation of the shares of Class A
Common Stock into shares of Series A TCI Group Common Stock. As a result, the
Registration Statement, as amended by this Amendment No. 2, will be deemed to
cover the 10,000 shares of Series A TCI Group Common Stock originally registered
(after giving effect of the redesignation of the Class A Common Stock into
Series A TCI Group Common Stock).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Tele-Communications, Inc. (the
"Registrant" or the "Company") with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by reference (File No. 0-20421):
(i) The Company's Annual Report on Form 10-K for the year ended December
31, 1994, as amended by Form 10-K/A (Amendment No. 1).
(ii) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995, June 30, 1995 and September 30, 1995, as amended by
Form 10-Q/A (Amendment No. 1).
(iii) The Company's Current Reports on Form 8-K, dated January 23, 1995,
February 3, 1995 (as amended by Form 8-K/A), February 13, 1995,
February 15, 1995, April 6, 1995, April 20, 1995 (as amended by Form
8-K/A), May 4, 1995 (as amended by Form 8-K/A), July 26, 1995, August
10, 1995 and December 18, 1995.
(iv) Items 3 and 4 of the Company's registration statement on Form 8-B, as
amended by Form 8-B/A (Amendments No. 1, 2, 3 and 4).
(v) Item 1 of the Company's registration statement on Form 8-A, as amended
by Form 8-A/A (Amendments No. 1 and 2).
In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the respective dates of the filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
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ITEM 4. DESCRIPTION OF SECURITIES.
All of the securities being registered are either registered under Section
12 of the Exchange Act or are plan interests.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides, generally,
that a corporation shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (except actions by or in the right of the
corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation against all expenses, judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. A corporation may similarly indemnify such person for
expenses actually and reasonably incurred by such person in connection with the
defense or settlement of any action or suit by or in the right of the
corporation, provided such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation, and, in the case of claims, issues and matters as to which such
person shall have been adjudged liable to the corporation, provided that a court
shall have determined, upon application, that, despite the adjudication of
liability but in view of all of the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such court
shall deem proper.
Section 102(b)(7) of the Delaware General Corporation Law provides,
generally, that the certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision may not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
section 174 of Title 8 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit. No
such provision may eliminate or limit the liability of a director for any act or
omission occurring prior to the date when such provision became effective.
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<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
II-3
<PAGE>
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.
3. Amendment or Repeal.
-------------------
Any repeal or modification of the foregoing provisions of this Section
E shall not adversely affect any right or protection hereunder of any
person in respect of any act or omission occurring prior to the time
of such repeal or modification."
Article II, Section 2.9 of the Company's Bylaws also contains an indemnity
provision, requiring the Company to indemnify members of the Board of Directors
and officers of the Company and their respective heirs, personal representatives
and successors in interest for or on account of any action performed on behalf
of the Company, to the fullest extent provided by the laws of the State of
Delaware and the Company's Restated Certificate of Incorporation, as then or
thereafter in effect.
The Company has also entered into indemnification agreements with each of
its directors (each director, an "indemnitee"). The indemnification agreements
provide (i) for the prompt indemnification to the fullest extent permitted by
law against any and all expenses, including attorneys' fees and all other costs,
expenses and obligations paid or incurred in connection with investigating,
defending, being a witness or participating in (including on appeal), or in
preparing for ("Expenses"), any threatened, pending or completed action, suit or
proceeding, or any inquiry or investigation ("Claim"), related to the fact that
such indemnitee is or was a director, officer, employee, agent or fiduciary of
the Company or is or was serving at the Company's request as a director,
officer, employee, trustee, agent or fiduciary of another corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise, or
by reason of anything done or not done by a director or officer in any such
capacity, and against any and all judgments, fines, penalties and amounts paid
in settlement (including all interest, assessments and other charges paid or
payable in connection therewith) of any Claim, unless the Reviewing Party (one
or more members of the Board of Directors or other person appointed by the Board
of Directors, who is not a party to the particular claim, or independent legal
counsel) determines that such
II-4
<PAGE>
indemnification is not permitted under applicable law and (ii) for the prompt
advancement of Expenses, and for reimbursement to the Company if the Reviewing
Party determines that such indemnitee is not entitled to such indemnification
under applicable law. In addition, the indemnification agreements provide (i) a
mechanism through which an indemnitee may seek court relief in the event the
Reviewing Party determines that the indemnitee would not be permitted to be
indemnified under applicable law (and therefore is not entitled to
indemnification or expense advancement under the indemnification agreement) and
(ii) indemnification against all expenses (including attorneys' fees), and
advancement thereof if requested, incurred by the indemnitee in seeking to
collect an indemnity claim or advancement of expenses from the Company or
incurred in seeking to recover under a directors' and officers' liability
insurance policy, regardless of whether successful or not. Furthermore, the
indemnification agreements provide that after there has been a "change in
control" in the Company (as defined in the indemnification agreements), other
than a change in control approved by a majority of directors who were directors
prior to such change, then, with respect to all determinations regarding a right
to indemnity and the right to advancement of Expenses, the Company will seek
legal advice only from independent legal counsel selected by the indemnitee and
approved by the Company.
The indemnification agreements impose upon the Company the burden of
proving that an indemnitee is not entitled to indemnification in any particular
case and negate certain presumptions that may otherwise be drawn against an
indemnitee seeking indemnification in connection with the termination of actions
in certain circumstances. Indemnitees' rights under the indemnification
agreements are not exclusive of any other rights they may have under Delaware
law, the Company's Bylaws or otherwise. Although not requiring the maintenance
of directors' and officers' liability insurance, the indemnification agreements
require that an indemnitee be provided with the maximum coverage available for
any director or officer of the Company if there is such a policy.
The Company may purchase liability insurance policies covering its
directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable
ITEM 8. EXHIBITS.
See Exhibit Index and Exhibits at the end of this Registration
Statement.
The Registrant hereby undertakes that it will submit or has submitted
the Plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes
required by the IRS in order to qualify the plan under Section 401 of
the Internal Revenue Code.
ITEM 9. UNDERTAKINGS.
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<PAGE>
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a
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<PAGE>
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Post-
effective Amendment No. 2 to the Form S-8 Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Greenwood Village, State of Colorado, on December 29, 1995.
TELE-COMMUNICATIONS, INC.
By: /s/ Stephen M. Brett
------------------------
Name: Stephen M. Brett
Title: Executive Vice President
II-8
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-effective Amendment No. 2 to the Form S-8 Registration Statement has
been signed by the following persons in the capacities and on the dates
indicated:
Signature Title Date
- --------- ----- ----
* Chairman of the Board December 29, 1995
- ------------------------- and Director
(Bob Magness)
* President and Director December 29, 1995
- ------------------------- (Principal Executive
(John C. Malone) Officer)
* Executive Vice President and December 29, 1995
- ------------------------- Director (Principal Financial
(Donne F. Fisher) and Accounting Officer)
* Director December 29, 1995
- -------------------------
(John W. Gallivan)
* Director December 29, 1995
- -------------------------
(Kim Magness)
* Director December 29, 1995
- -------------------------
(Robert A. Naify)
* Director December 29, 1995
- -------------------------
(Jerome H. Kern)
* Director December 29, 1995
- -------------------------
(Tony Coelho)
*By: /s/ Stephen M. Brett December 29, 1995
-------------------------------
Stephen M. Brett
Attorney-in-Fact
II-9
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended, the
persons who administer the Plan have duly caused this Post-effective Amendment
No. 2 to the Form S-8 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Greenwood Village, State
of Colorado, on December 29, 1995.
By: /s/ Gary Bracken
--------------------------------
Name: Gary Bracken
Title: Plan Administrator
II-10
<PAGE>
EXHIBIT INDEX
Sequential Exhibits
- -------------------
/*/4.1 Agreement and Plan of Merger, dated as of January 27, 1994, by and among
the Company, Liberty, Old TCI, TCI Mergerco, Inc. and Liberty Mergerco, Inc.
(incorporated herein by reference to Old TCI's Current Report on Form 8-K,
dated February 15, 1994 (Commission File No. 0-5550)).
/*/4.2 Amendment No. 1, dated as of March 30, 1994, to Agreement and Plan of
Merger, dated as of January 27, 1994, by and among the Company, Liberty, Old
TCI, TCI Mergerco, Inc. and Liberty Mergerco, Inc. (incorporated herein by
reference to Old TCI's Current Report on Form 8-K dated April 6, 1994
(Commission File No. 0-05550)).
/*/4.3 Amendment No. 2, dated as of August 4, 1994, to Agreement and Plan of
Merger, dated as of January 27, 1994, by and among the Company, Liberty, Old
TCI, TCI Mergerco, Inc. and Liberty Mergerco, Inc. (incorporated herein by
reference to the Company's and Old TCI's Current Report on Form 8-K jointly
filed on August 18, 1994) (Commission File Nos. 0-20421 and 0-5550)).
/*/4.4 Agreement and Plan of Merger, dated as of June 6, 1991, between UAE and
Old TCI (incorporated herein by reference to Old TCI's Current Report on
Form 8-K, dated June 12, 1991, (Commission File No. 0-5550)).
/*/4.5 First Amendment to Agreement and Plan of Merger, dated as of June 6,
1991, between UAE and Old TCI (incorporated herein by reference to Old TCI's
Current Report on Form 8-K, dated December 12, 1991, as amended by Form 8
amendment dated January 28, 1992 (Commission File No. 0-5550)).
/*/4.6 Amendment and Restated Employee Stock Purchase Plan.
/*/4.7 Summary Plan Description.
4.8 Restated Certificate of Incorporation of the Company, dated August 4, 1994,
as amended on August 4, 1994, August 16, 1994, October 11, 1994, October 21,
1994, January 26, 1995, August 3, 1995 and August 3, 1995 (Incorporated
herein by reference to Exhibit 99.1 of Company's Current Report on Form 8-K,
dated August 10, 1995, (Commission File No. 0-20421)).
4.9 Bylaws of the Company as adopted June 16, 1994 (Incorporated herein by
reference to Exhibit 4.2 of the Company's registration statement on Form 8-
A, as amended by Form 8-A/A (Amendment No. 1) Commission File No. 0-20421).
4.10 Specimen Stock Certificate for the Series A TCI Group Common Stock, par
value $1.00 per Share, of the Company (Incorporated herein by reference to
Exhibit 4.3 of Company's registration statement on Form 8-A, as amended by
Form 8-A/A (Amendment No. 1) Commission File No. 0-20421).
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of KPMG.
23.3 Consent of KPMG Peat Marwick LLP.
23.4 Consent of KPMG Finsterbusch Pickenhayn Sibille.
<PAGE>
23.5 Consent of Price Waterhouse LLP.
/*/24 Power of Attorney.
____________________
*Previously Filed
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors and Stockholders
Tele-Communications, Inc.:
We consent to the incorporation by reference in the registration statement No.
33-60843 on Form S-8, as amended, of Tele-Communications, Inc. of our reports
dated March 27, 1995, relating to the consolidated balance sheets of Tele-
Communications, Inc. and subsidiaries as of December 31, 1994 and 1993, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for each of the years in the three-year period ended December 31, 1994,
and all related financial statement schedules, which reports appear in the
December 31, 1994 Annual Report on Form 10-K, as amended, of Tele-
Communications, Inc. Our reports covering the December 31, 1994 consolidated
financial statements refer to the adoption of Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and Equity
Securities," in 1994.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Denver, Colorado
December 27, 1995
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors and Stockholders of
TeleWest Communications plc:
We consent to the incorporation by reference in the registration statement No.
33-60843 on Form S-8, as amended, of Tele-Communications, Inc. of our report
dated 21 March 1995, relating to the consolidated balance sheet of TeleWest
Communications plc and subsidiaries as of 31 December 1994 and 1993, and the
related consolidated statements of operations and cash flows for each of the
years in the three-year period ended 31 December 1994, which report appears in
the 31 December 1994 Annual Report on Form 10-K of Tele-Communications, Inc., as
amended.
/s/ KPMG
KPMG
London, England
21 December 1995
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors and Stockholders
QVC Inc.:
We consent to the incorporation by reference in the registration statement No.
33-60843 on Form S-8, as amended, of Tele-Communications, Inc. of our report
dated March 4, 1994, relating to the consolidated balance sheets of QVC, Inc.
and subsidiaries as of January 31, 1994 and 1993, and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
years in the three-year period ended January 31, 1994, which report appears in
the Current Report on Form 8-K of Tele-Communications, Inc. dated February 3,
1995, as amended. Our report refers to a change in the method of accounting for
income taxes.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Philadelphia, Pennsylvania
December 27, 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.
33-60843 on Form S-8, as amended, of Tele-Communications, Inc. of our report,
dated March 24, 1995, relating to the combined balance sheets of Cablevision (A
combination of certain cable television assets of Cablevision S.A., Televisora
Belgrano S.A., Construred S.A. and Univent's S.A.) as of December 31, 1994 and
1993, and the related combined statements of operations and deficit and cash
flows for each of the years in the three-year period ended December 31, 1994,
which appear in the Current Report on Form 8-K of Tele-Communications, Inc.
dated April 20, 1995, as amended.
KPMG FINSTERBUSCH PICKENHAYN SIBILLE
/s/ Juan Carlos Pickenhayn
Juan Carlos Pickenhayn
Partner
Buenos Aires, Argentina
December 27, 1995
<PAGE>
EXHIBIT 23.5
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We hereby consent to the incorporation by reference in this Post-effective
Amendment No. 2 to the Registration Statement on Form S-8 (No. 33-60843) of
Tele-Communications, Inc. of our report dated February 4, 1994, relating to the
consolidated financial statements of TeleCable Corporation which appears on page
12 of the TCI Communications, Inc. and Tele-Communications, Inc. Current Report
on Form 8-K dated August 26, 1994.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Norfolk, Virginia
December 27, 1995
