<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Tele-Communications, Inc.
--------------------------------------
(Name of Registrant as Specified In Its Charter)
__________________________________________________________
(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[X] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed:
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EXPLANATORY NOTE
The following materials have been furnished to certain individuals who will
be making oral presentations to stockholders of Tele-Communications, Inc.
regarding the Liberty Media Group Stock Proposal, which is to be voted upon at
the Company's annual meeting of stockholders to be held August 3, 1995.
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FOR INTERNAL DISTRIBUTION ONLY
OVERVIEW OF THE LIBERTY MEDIA GROUP STOCK PROPOSAL
THE SITUATION
CS First Boston and Lehman Brothers are jointly advising Tele-Communications,
Inc. ("TCI" or the "Company") on the creation of a tracking stock for Liberty
Media Group. 100% of Liberty Media Group will be distributed to current TCI
shareholders. This transaction is intended to enable investors to separately
value TCI's two business lines: TCI Group (which will consist of the largest
provider of cable television services in the U.S., TCI's communications and
telephony interests, TCI's new technology ventures, and TCI's 83% ownership
interest in Tele-Communications International, Inc.) and Liberty Media Group
(TCI's domestic programming business, which includes TBS, Discovery, Home
Shopping Network, QVC, Encore, E!, and national/regional sports networks). The
separate stocks for TCI Group and Liberty Media Group--and, therefore, separate
market valuations--will be created upon approval of the Liberty Media Group
Stock Proposal. (When-issued trading for each of these stocks was initiated on
Friday, July 14, 1995.)
TCI has its annual meeting on August 3, 1995. At this meeting TCI shareholders
will vote on the Liberty Media Group Stock Proposal. TCI has scheduled a
roadshow during which representatives of both TCI Group and Liberty will meet
with the Company's major shareholders to explain the tracking stock proposal to
them prior to their vote at the annual meeting.
<TABLE>
<CAPTION>
OVERVIEW OF THE PROCESS
<S> <C>
Distribution Pro rata dividend
Securities Liberty Media Group Common Stock
. Series A
. Series B
Distribution Ratio 1 share of Liberty for every 4 of TCI
Timing Record Date: June 9
Shareholder Meeting: August 3
Distribute Securities: August 4
Current Shares Outstanding TCOMA: 573 Million
(As of March 31, 1995) TCOMB: 85 Million
B Preferred: 1.6 Million
Post-Distribution Shares TCOMA: 573 Million
Outstanding TCOMB: 85 Million
LBTYA: 143 Million*
LBTYB: 21 Million*
* Plus convert allocations
</TABLE>
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FOR INTERNAL DISTRIBUTION ONLY
REASONS FOR THE TRANSACTION
. Greater market recognition of values
. Greater capital flexibility
. Greater management and shareholder focus
OVERVIEW OF THE "NEW" TCI
- ------------------- --------------
SHAREHOLDERS: SHAREHOLDERS:
Liberty Media Group +++++++++++ ++++++++++++++ TCI Group
- ------------------- + + --------------
+ +
-------------------------
TELE-COMMUNICATIONS, INC.
-------------------------
+ +
- ------------------- + ---------
LIBERTY MEDIA GROUP ++++++++ +++++ TCI GROUP ++++
- ------------------- + --------- +
+ + + +
+ + + +
------------ ------------------- ------------------- ---------------
100% 100% 83% 100%
Domestic Domestic Cable and TCI Technology/
Programming Communications International Venture Capital
------------ ------------------- ------------------- ---------------
VOTE REQUIRED FOR LIBERTY MEDIA GROUP STOCK PROPOSAL
. 66 2/3% of combined voting power of the shares of Class A Common (1 vote
per share), Class B Common (10 votes per share), and Series C Preferred
outstanding as of the Record Date, voting as a single class
. Majority of the Class A Common shares outstanding as of the Record Date,
voting as a separate class
. Majority of the Class B Common shares outstanding as of the Record Date,
voting as a separate class
SEE THE ATTACHED SUMMARY PAGES FROM THE TCI PROXY STATEMENT FOR MORE DETAILED
INFORMATION.
