<PAGE>
As filed with the Securities and Exchange Commission on May 5, 1995
REGISTRATION NO. 33 -
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
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
(Address, including zip code, and telephone number, including area code, of
agent for service)
______________________
Copy to:
Elizabeth M. Markowski, Esq.
Baker & Botts, L.L.P.
885 Third Avenue
New York, New York 10022-4834
(212) 705-5000
______________________
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]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF AMOUNT TO BE REGISTERED PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING AGGREGATE OFFERING PRICE (1) REGISTRATION FEE
PRICE PER UNIT (1)
<S> <C> <C> <C> <C>
Class A Common Stock,
par value $1.00 per share 445,594 shares $18.125 $8,076,391.25 $2,785
===================================================================================================================================
</TABLE>
(1) Estimated solely for purposes of determining the registration fee in
accordance with Rule 457(c) on the basis of the average of the high and low
prices of the Class A Common Stock, par value $1.00 per share, of Tele-
Communications, Inc. on May 2, 1995.
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.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD
NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE
ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
Subject to Completion, dated May 5, 1995
PROSPECTUS
445,594 Shares
TELE-COMMUNICATIONS, INC.
CLASS A COMMON STOCK
($1.00 Par Value)
This Prospectus relates to 445,594 shares (the "Shares") of the Class
A Common Stock, par value $1.00 per share (the "Class A Common Stock"),
of Tele-Communications, Inc., a Delaware corporation (the "Company"), to
be offered and sold from time to time by the holders thereof (each a
"Selling Stockholder"). The Shares were originally issued by the Company
to the Selling Stockholders in a private transaction pursuant to which a
subsidiary of the Company acquired a 66-2/3% general partnership interest
in MacNeil Lehrer Productions. See "Selling Stockholders."
The shares of the Company's Class A Common Stock and the Company's
Class B Common Stock, par value $1.00 per share (the "Class B Common
Stock"), are traded in the over-the-counter market on the Nasdaq National
Market under the symbols TCOMA and TCOMB, respectively. The Class A
Common Stock and the Class B Common Stock are identical in all respects
except that each share of Class B Common Stock has ten votes per share
and each share of Class A Common Stock has one vote per share. Each
share of Class B Common Stock is convertible, at the option of the
holder, into one share of Class A Common Stock. The Class A Common Stock
is not convertible.
The Shares may be offered for sale by the Selling Stockholders from
time to time in varying amounts and at prices and on terms to be
determined at the time of a sale or sales. The Shares may be sold by the
Selling Stockholders directly, through agents designated from time to
time or to or through broker-dealers designated from time to time. To
the extent required, the number of Shares to be sold, the name of the
Selling Stockholder, the purchase price, if applicable, the name of any
such agent or broker-dealer, and any applicable commissions, discounts or
other items constituting compensation to such agents or broker-dealers
with respect to a particular offering will be set forth in a supplement
or supplements to this Prospectus (each, a "Prospectus Supplement"). The
aggregate proceeds to the Selling Stockholders from the sale of the
Shares so offered will be the purchase price of the Shares sold less the
aggregate commissions, discounts and other compensation, if any, paid to
agents or broker-dealers, and other expenses of the offering and sale not
borne by the Company. 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, to the extent such sales may be made
in compliance with such Rule. See "Plan of Distribution." There will be
no proceeds to the Company from the sale of the Shares. The Company
knows of no selling arrangement between any agent, broker-dealer or
underwriter and the Selling Stockholders.
The Selling Stockholders and any broker-dealers or agents that
participate with the Selling Stockholders in the distribution of any of
the Shares may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended, 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 such
Act.
____________________
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 May 5, 1995.
<PAGE>
The Company was incorporated in 1994 under the name "TCI/Liberty Holding
Company" for the purpose of combining the Company's predecessor, Tele-
Communications, Inc. (renamed "TCI Communications, Inc." and referred to
herein as "TCIC"), and Liberty Media Corporation ("Liberty"). On August 4,
1994 the mergers (the "TCI/Liberty Combination") of TCIC and Liberty with
separate wholly-owned subsidiaries of the Company were consummated and each
of TCIC and Liberty became wholly-owned subsidiaries of the Company. In
connection with the TCI/Liberty Combination, the Company changed its name
to Tele-Communications, Inc. and TCIC changed its name to TCI
Communications, Inc. UNLESS THE CONTEXT INDICATES OTHERWISE, AS USED IN
THIS PROSPECTUS THE TERM "COMPANY" MEANS, ON AND AFTER AUGUST 4, 1994,
TELE-COMMUNICATIONS, INC. (FORMERLY NAMED "TCI/LIBERTY HOLDING COMPANY")
AND, BEFORE AUGUST 4, 1994, TCIC (FORMERLY NAMED "TELE-COMMUNICATIONS,
INC."), AND THEIR RESPECTIVE CONSOLIDATED SUBSIDIARIES.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (together with all
amendments and exhibits, referred to as the "Registration Statement") under
the Securities Act of 1933, as amended (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 and information statements and other
information filed by the Company, including the Registration Statement, 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; 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661; and at 7 World Trade Center, Suite 1300, 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) the Company's
registration statement on Form 8-B, as amended by Form 8-B/A (Amendment No.
1) (Commission File No. 0-20421), (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) (Commission File No. 0-20421), (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 and April 20,
1995 (Commission File No. 0-20421), (iv) (a) Condensed Pro Forma Combined
Statement of Operations (unaudited) of TCI/Liberty and Subsidiaries and
accompanying Notes to Condensed Pro Forma Combined Financial Statements,
December 31, 1993 (unaudited), included in the Company's Current Report on
Form 8-K, dated April 6, 1994 (Commission File No. 0-5550), and (b) 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 (Commission File No. 0-20421).
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 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.
____________________
-2-
<PAGE>
CERTAIN CONSIDERATIONS
The following factors, among others, should be considered carefully
before making an investment decision with respect to the Shares.
Results of Operations. Although the Company had net earnings for the
year ended December 31, 1994, the Company incurred a net loss for the year
ended December 31, 1993 and a loss from continuing operations for the year
ended December 31, 1992. Notwithstanding the losses it has incurred, the
Company has been able to, and expects to continue to be able to, satisfy
its debt service and other obligations as and when they become due. The
Company's Operating Cash Flow (operating income before depreciation,
amortization and other non-cash credits or charges) ($1,798 million, $1,858
million and $1,637 million for the years ended December 31, 1994, 1993 and
1992, respectively) has historically been sufficient to cover its interest
expense ($785 million, $731 million and $718 million for the years ended
December 31, 1994, 1993 and 1992, respectively). The Company's interest
coverage ratio for the years ended December 31, 1994, 1993 and 1992 was
229%, 254% and 228%, respectively. Operating Cash Flow is a measure of
value and borrowing capacity within the cable television industry and is
not intended to be a substitute for cash flows provided by operating
activities, a measure of performance prepared in accordance with generally
accepted accounting principles, and should not be relied upon as such.
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.
SELLING STOCKHOLDERS
The Selling Stockholders are JAKL, Inc., a District of Columbia
corporation, Neely Productions Limited, a New York corporation, and the
William Morris Agency, Inc., a New York corporation. All of the Shares
being offered hereby were acquired by the Selling Stockholders on January
4, 1995 in connection with the acquisition (the "Acquisition") by a wholly-
owned subsidiary of the Company of a 66-2/3% general partnership interest
in MacNeil Lehrer Productions ("MLP"), a general partnership principally
engaged in the development and production of the "MacNeil Lehrer News
Hour." In the Acquisition, JAKL, Inc. and Neely Productions Limited, the
general partners of MLP, each received 211,657 shares of Class A Common
Stock in consideration for the sale of a portion of their partnership
interest in MLP and the William Morris Agency, Inc. received 22,280 shares
of Class A Common Stock in consideration for its services rendered to MLP
in connection with the Acquisition.
The shares of Class A Common Stock received by the Selling Stockholders
in connection with the Acquisition constitute restricted securities and
cannot be transferred unless they are registered under the Securities Act
or an exemption from registration is available. The Selling Stockholders
were, however, given the right to require the Company, subject to certain
limitations, to register such shares for resale under the Securities Act
and to include such shares in certain types of registration statements
proposed to be filed by the Company. In response to a request by the
Selling Stockholders, the Company has filed the Registration Statement of
which this Prospectus forms a part in order to permit the resale of the
Shares from time to time by the Selling Stockholders and has agreed to
prepare and file such amendments and supplements to the Registration
Statement as may be necessary to keep the
-3-
<PAGE>
Registration Statement effective until the earlier of such time as all of
the Shares offered hereby have been sold or the second anniversary of the
date on which the Registration Statement is declared effective. The
Selling Stockholders may also sell all or a portion of the Shares being
offered hereby pursuant to Rule 144 promulgated under the Securities Act
("Rule 144") to the extent that such sales may be made in compliance with
Rule 144.
The following table sets forth the name of each Selling Stockholder, the
number of shares beneficially owned as of February 16, 1995 by each Selling
Stockholder (in each case, less than 1% of the class outstanding) and the
number of Shares which may be offered by each Selling Stockholder pursuant
to this Prospectus. Any or all of the Shares listed below may be offered
for sale by the Selling Stockholders from time to time and therefore no
estimate can be given as to the number of Shares that will be held by the
Selling Stockholders upon termination of this offering (except that in each
case, such number will represent less than 1% of the class outstanding).
Neither the Company nor any of its affiliates has had within the past three
years any material relationship with any of the Selling Stockholders,
except that JAKL, Inc. and Neely Productions Limited are general partners
with a subsidiary of the Company in MLP.
<TABLE>
<CAPTION>
SHARES OF CLASS A COMMON STOCK
NAME OF SELLING BENEFICIAL TO BE
STOCKHOLDER OWNERSHIP OFFERED
--------------------------- ---------- -------
<S> <C> <C>
JAKL, Inc. 211,657 211,657
Neely Productions Limited 211,657 211,657
William Morris Agency, Inc. 22,280 22,280
</TABLE>
DESCRIPTION OF CAPITAL STOCK
A description of the Company's capital stock is contained in the
Company's registration statement on Form 8-B, as amended by Form 8-B/A,
which is incorporated by reference herein. See "Incorporation of Documents
by Reference."
PLAN OF DISTRIBUTION
The Shares may be sold by the Selling Stockholders directly or through
agents designated from time to time or to or through broker-dealers
designated from time to time. To the extent required, any such agent or
broker-dealer involved in the offer and sale of the Shares and any
applicable commissions, discounts or other items constituting compensation
to such agents or broker-dealers will be set forth in the accompanying
Prospectus Supplement. The Company has been advised by the Selling
Stockholders that they have not, as of the date of this Prospectus, entered
into any arrangement with an agent or broker-dealer for the sale of the
Shares. The Shares may also be sold by the Selling Stockholders pursuant
to Rule 144 to the extent such sales may be made in compliance with Rule
144.
The distribution of the Shares may be effected from time to time in one
or more 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. Shares may be sold through a broker-dealer acting
as agent or broker for a 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.
-4-
<PAGE>
The Selling Stockholders and any broker-dealers or agents that
participate with the Selling Stockholders in the distribution of any of the
Shares may be deemed to be "underwriters" within the meaning of the
Securities Act and any discount or commission received by them and any
profit realized by them on the resale of Shares may be deemed to be
underwriting discounts and commissions under the Securities Act.
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, have been incorporated by reference herein in reliance upon the
reports 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 Investments in Certain 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), which appear in the current report on Form 8-K, as
amended, of TCI Communications, Inc. dated April 6, 1994, 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
December 31, 1993 consolidated financial statements refers to a change in
the method of accounting for income taxes in 1993.
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 December 31, 1994
annual report on Form 10-K, as amended, of Tele-Communications, Inc. 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 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, as amended, of Tele-Communications, Inc. dated February
3, 1995, 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.
-5-
<PAGE>
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 herein by reference to the Current Report on Form 8-K of
the Company 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.
The combined balance sheets of Cablevision (A combination of certain
cable television assets of Cablevision S.A., Televisora Belgrano S.A.,
Construed S.A. and Univent's S.A., as defined in Note 1) 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, 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.
-6-
<PAGE>
NO DEALER, SALESMAN OR OTHER 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 OFFER MADE HEREBY
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF THIS
PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE AN IMPLICATION 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 BY ANYONE 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>
PAGE
----
<S> <C>
AVAILABLE INFORMATION.......... 2
INCORPORATION OF DOCUMENTS BY
REFERENCE................... 2
CERTAIN CONSIDERATIONS......... 3
THE COMPANY.................... 3
SELLING STOCKHOLDERS........... 3
DESCRIPTION OF CAPITAL STOCK... 4
PLAN OF DISTRIBUTION........... 4
LEGAL MATTERS.................. 5
EXPERTS........................ 5
</TABLE>
445,594 Shares
TELE-COMMUNICATIONS, INC.
Class A Common Stock
($1.00 Par Value)
-----------------------------------------
PROSPECTUS
-----------------------------------------
May 5, 1995
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Expenses to be borne by the Company in connection with the issuance and
distribution of the Shares are set forth below. None of the listed
expenses will be borne by the Selling Stockholders.
<TABLE>
<CAPTION>
<S> <C>
Registration Fee................ $ 2,785.00
Blue Sky Fees and Expenses
(including counsel fees) *.... 2,000.00
Legal Fees and Expenses *....... 25,000.00
Accounting Fees and Expenses *.. 5,000.00
Miscellaneous *................. 2,000.00
----------
Total *.................... $36,785.00
</TABLE>
______________________________
* Estimated.
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.
(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.
II-2
<PAGE>
(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.
The indemnification agreements impose upon the Company the burden of
proving that an indemnitee is not entitled to indemnification in any
particular case and negate certain presumptions that may otherwise be drawn
against an indemnitee seeking indemnification in connection with the
termination of actions in certain circumstances. Indemnitees' rights under
the indemnification agreements are not exclusive of any other rights they
may have under Delaware law, the Company's Bylaws or otherwise. Although
not requiring the maintenance of directors' and officers' liability
insurance, the indemnification agreements require that indemnitees be
provided with the maximum coverage available for any Company director or
officer if there is such a policy.
The Company may purchase liability insurance policies covering its
directors and officers.
II-3
<PAGE>
In addition, pursuant to a Registration Rights Agreement, dated as of
January 4, 1995, between the Company and the Selling Stockholders, the
Selling Stockholders, severally and not jointly, have agreed to indemnify
the Company, its directors and officers and each person, if any, who
controls the Company within the meaning of either the Securities Act or the
Securities Exchange Act of 1934, as amended, against certain liabilities,
including civil liabilities under the Securities Act.
II-4
<PAGE>
ITEM 16. EXHIBITS.
4.1 Specimen Certificate for Class A Common Stock. (Incorporated
by reference herein to Exhibit 4.1 of Registration Statement on Form
S-4 No. 33-54263 of the Registrant filed June 23, 1994).
4.2 Registrant's Restated Certificate of Incorporation.
(Incorporated by reference herein to Exhibit 3.1 of Registration
Statement on Amendment No. 1 to Form S-4 No. 33-56135 of the
Registrant filed December 16, 1994).
4.3 Registrant's By-laws. (Incorporated by reference herein to Exhibit
3.4 of Registration Statement on Form S-4 No. 33-54263 of the
Registrant filed June 23, 1994).
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.
23.4 Consent of KPMG Peat Marwick LLP.
23.5 Consent of Price Waterhouse LLP.
23.6 Consent of KPMG Finsterbusch Pickenhayn Sibille.
23.7 Consent of Stephen M. Brett, Esq.
(included in Exhibit 5).
24 Powers of Attorney (included on page II-8).
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;
(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.
II-5
<PAGE>
(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 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-6
<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 Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Greenwood Village State of
Colorado, on May 5, 1995.
TELE-COMMUNICATIONS, INC.
By: /s/ Stephen M. Brett
-------------------------------
Name: Stephen M. Brett
Title: Executive Vice President
II-7
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Stephen M. Brett, Esq., and Elizabeth M.
Markowski, Esq., and each of them, his true and lawful attorneys-in-fact
and agents with full power of substitution and re-substitution for him and
in his name, place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this Registration
Statement and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents and each of
them full power and authority, to do and perform each and every act and
thing requisite or necessary to be done in and about the premises, to all
intents and purposes and as fully as they might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents
on their substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ Bob Magness
- ------------------------ Chairman of the Board May 5, 1995
(Bob Magness) and Director
/s/ John C. Malone
- ------------------------ President and Director May 5, 1995
(John C. Malone) (Principal Executive
Officer)
/s/ Donne F. Fisher
- ------------------------ Executive Vice President and May 5, 1995
(Donne F. Fisher) Director (Principal Financial
and Accounting Officer)
/s/ John W. Gallivan
- ------------------------ Director May 5, 1995
(John W. Gallivan)
/s/ Kim Magness
- ------------------------ Director May 5, 1995
(Kim Magness)
/s/ Robert A. Naify
- ------------------------ Director May 5, 1995
(Robert A. Naify)
/s/ Jerome H. Kern
- ------------------------ Director May 5, 1995
(Jerome H. Kern)
/s/ Tony Coelho
- ------------------------ Director May 5, 1995
(Tony Coelho)
/s/ R. E. Turner
- ------------------------ Director May 5, 1995
(R. E. Turner)
II-8
<PAGE>
EXHIBIT INDEX
Sequential
Exhibits Page No.
-------- --------
4.1 Specimen Certificate for Class A Common Stock.
(Incorporated by reference herein to Exhibit 4.1 of
Registration Statement on Form S-4 No. 33-54263 of the
Registrant filed June 23, 1994).
4.2 Registrant's Restated Certificate of Incorporation.
(Incorporated by reference herein to Exhibit 3.1 of
Registration Statement on Amendment No. 1 to Form S-4
No. 33-56135 of the Registrant filed December 16,
1994).
4.3 Registrant's By-laws. (Incorporated by reference herein
to Exhibit 3.4 of Registration Statement on Form S-4
No. 33-54263 of the Registrant filed June 23, 1994).
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.
23.4 Consent of KPMG Peat Marwick LLP.
23.5 Consent of Price Waterhouse LLP.
23.6 Consent of KPMG Finsterbusch Pickenhayn Sibille.
23.7 Consent of Stephen M. Brett, Esq.
(included in Exhibit 5).
24 Powers of Attorney (included on page II-8).
II-9
<PAGE>
TELE-COMMUNICATIONS, INC.
Terrace Tower II
5619 DTC Parkway
Englewood, Colorado 80111-3000
EXHIBIT 5
---------
May 5, 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 registration statement on
Form S-3 (the "Registration Statement"), with respect to the registration under
the Securities Act of 1933, as amended, of 445,594 shares (the "Shares") of the
Company's Class A Common Stock, par value $1.00 per share, to be offered and
sold from time to time by the holders thereof named in the Registration
Statement (the "Selling Stockholders").
In connection therewith, I have examined, among other things, the
originals, certified copies or copies otherwise identified to my satisfaction as
being copies of originals, of the Restated Certificate of Incorporation and By-
Laws of the Company, as amended; minutes of the proceedings of the Company's
Board of Directors, including committees thereof; and such other documents,
records, certificates of public officials and questions of law as I deemed
necessary or appropriate for the purpose of this opinion. In rendering this
opinion, I have relied, to the extent I deemed such reliance appropriate, on
certificates of officers of the Company as to factual matters. I have assumed
the authenticity of all documents submitted to me as originals and the
conformity to authentic original documents of all documents submitted to me as
certified, conformed or reproduction copies. I have further assumed that there
will be no changes in applicable law between the date of this opinion and the
date the Shares proposed to be sold by the Selling Stockholders pursuant to the
Registration Statement are actually sold.
Based upon the foregoing, I am of the opinion that the Shares proposed
to be sold by the Selling Stockholders have been duly authorized and validly
issued, and are fully paid and non-assessable.
<PAGE>
May 5, 1995
Page 2
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to me contained therein under the
heading "Legal Matters." In giving the foregoing consent, I do not admit that I
am in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/Stephen M. Brett
-------------------
Stephen M. Brett
Executive Vice President and
General Counsel
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
THE BOARD OF DIRECTORS AND STOCKHOLDERS
TELE-COMMUNICATIONS, INC.:
We consent to incorporation by reference in the registration statement on Form
S-3 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 schedules, which
reports appear in the December 31, 1994 annual report on Form 10-K, as amended,
of Tele-Communications, Inc. and to the reference to our firm under the heading
"Experts" in the registration statement. Our reports refer to the adoption of
Statement of Financial Accounting Standards No. 115, "Accounting for Investments
in Certain Debt and Equity Securities," in 1994.
KPMG Peat Marwick LLP
Denver, Colorado
May 3, 1995
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
THE BOARD OF DIRECTORS AND STOCKHOLDERS
LIBERTY MEDIA CORPORATION:
We consent to incorporation by reference in the registration statement on Form
S-3 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 appears in the
current report on Form 8-K, as amended, of TCI Communications, Inc., dated April
6, 1994, 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.
KPMG Peat Marwick LLP
Denver, Colorado
May 3, 1995
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
TELEWEST COMMUNICATONS PLC
We consent to incorporation by reference in the registration statement on Form
S-3 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, as amended, of Tele-Communications, Inc. and to the reference to our
firm under the heading "Experts" in the registration statement.
KPMG
London, England
May 3, 1995
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
THE BOARD OF DIRECTORS
QVC, INC.:
We consent to incorporation by reference in the registration statement on Form
S-3 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,
shareholders' 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, as amended, of Tele-Communications, Inc. dated February 3, 1995 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.
KPMG Peat Marwick LLP
Philadelphia, Pennsylvania
May 3, 1995
<PAGE>
EXHIBIT 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on 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 such Registration Statement.
Price Waterhouse LLP
Norfolk, Virginia
May 4, 1995
<PAGE>
EXHIBIT 23.6
CONSENT OF INDEPENDENT AUDITORS
THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
TCI INTERNATIONAL HOLDINGS, INC.:
We consent to incorporation by reference in the registration statement on Form
S-3 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 defined in Note 1) 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 report
appears in the current report on Form 8-K of Tele-Communications, Inc., dated
April 11, 1995, and to the reference to our firm under the heading "Experts" in
the registration statement.
KPMG FINSTERBUSCH PICKENHAYN SIBILLE
JOSE ALBERTO SCHUSTER,
PARTNER
Buenos Aires, Argentina
May 3, 1995
