<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _____ to _____
Commission file number 0-20421
EMPLOYEE STOCK PURCHASE PLAN
FOR BARGAINING UNIT EMPLOYEES
OF TCI OF NORTHERN NEW JERSEY, INC.
-----------------------------------
(Full title of the Plan)
TELE-COMMUNICATIONS, INC.
----------------------------------------------------
(Issuer of the securities held pursuant to the Plan)
5619 DTC Parkway
Englewood, Colorado 80111
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(Address of its principal executive office)
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REQUIRED INFORMATION
- --------------------
Financial Statements: Page No.
--------------------- --------
Independent Auditors' Report 1
Statement of Net Assets Available
for Participant Benefits,
December 31, 1995 2
Statement of Changes in Net Assets
Available for Participant Benefits,
Period from Inception (October 1, 1995)
to December 31, 1995 3
Notes to Financial Statements,
December 31, 1995 4
Schedule 1 - Item 27a - Schedule of Assets Held for
Investment Purposes 7
Schedule 2 - Item 27d - Schedule of Reportable Transactions 8
Exhibit -
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23-Consent of KPMG Peat Marwick LLP
SIGNATURE
- ---------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the members of the Plan Committee have duly caused this annual report to be
signed by the undersigned thereunto duly authorized.
EMPLOYEE STOCK PURCHASE PLAN
FOR BARGAINING UNIT EMPLOYEES OF
TCI OF NORTHERN NEW JERSEY, INC.
(Name of Plan)
By /s/ Gary K. Bracken
--------------------------
Gary K. Bracken
Plan Administrator
and Member of Plan Committee
April 18, 1996
<PAGE> 3
Independent Auditors' Report
----------------------------
The Plan Committee
Employee Stock Purchase Plan
for Bargaining Unit Employees of
TCI of Northern New Jersey, Inc.
We have audited the accompanying statement of net assets available for
participant benefits of the Employee Stock Purchase Plan for Bargaining Unit
Employees of TCI of Northern New Jersey, Inc. as of December 31, 1995 and the
related statement of changes in net assets available for participant benefits
for the period from Inception (October 1, 1995) to December 31, 1995. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for participant benefits of the
Employee Stock Purchase Plan for Bargaining Unit Employees of TCI of Northern
New Jersey, Inc. as of December 31, 1995 and the changes in net assets available
for participant benefits for the period from Inception (October 1, 1995) to
December 31, 1995 in conformity with generally accepted accounting principles.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of plan
investments and reportable transactions are presented for the purpose of
additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedules have been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ KPMG Peat Marwick LLP
------------------------------
KPMG Peat Marwick LLP
Denver, Colorado
March 18, 1996
1
<PAGE> 4
EMPLOYEE STOCK PURCHASE PLAN
FOR BARGAINING UNIT EMPLOYEES OF
TCI OF NORTHERN NEW JERSEY, INC.
Statement of Net Assets Available
for Participant Benefits
December 31, 1995
<TABLE>
<CAPTION>
Assets
- ------
<S> <C>
Cash and cash equivalents $ 8,083
Contributions receivable:
Employer 13,517
Employee 13,517
Investments at market value:
Tele-Communications, Inc. ("TCI"):
Series A TCI Group common stock
(622 shares with a cost of $12,325) 12,362
Series A Liberty Media Group common stock
(154 shares with a cost of $4,073) 4,138
Accrued interest receivable 12
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51,629
Liabilities
Due to broker for securities purchased 8,013
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Net assets available for participant benefits $43,616
=======
</TABLE>
See accompanying notes to financial statements
2
<PAGE> 5
EMPLOYEE STOCK PURCHASE PLAN
FOR BARGAINING UNIT EMPLOYEES OF
TCI OF NORTHERN NEW JERSEY, INC.
Statement of Changes in Net Assets Available
for Participant Benefits
Period from Inception (October 1, 1995) to December 31, 1995
<TABLE>
<S> <C>
Contributions:
Employer $21,751
Employee 21,751
-------
43,502
Net investment income: -------
Net unrealized appreciation of TCI securities:
Series A TCI Group common stock 37
Series A Liberty Media Group common stock 65
Interest income 12
-------
114
-------
Total contributions and net investment income 43,616
-------
Increase in net assets available for participant benefits 43,616
Net assets available for participant benefits:
Beginning of period --
-------
End of period $43,616
=======
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 6
EMPLOYEE STOCK PURCHASE PLAN FOR
BARGAINING UNIT EMPLOYEES OF TCI OF
NORTHERN NEW JERSEY, INC.
Notes to Financial Statements
December 31, 1995
(1) Summary of Significant Accounting Policies
------------------------------------------
Basis of Presentation
---------------------
The accompanying financial statements have been prepared on an accrual
basis and present the net assets available for participant benefits and
the changes in those net assets.
Trust Fund Managed by Colorado National Bank ("Trustee")
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Under the terms of a trust agreement between the Trustee and the
Employee Stock Purchase Plan for Bargaining Unit Employees of TCI of
Northern New Jersey, Inc. (the "Plan"), the Trustee manages a trust
fund on behalf of the Plan. The Trustee has been granted discretionary
authority concerning purchases and sales of investments for the trust
fund. The Trustee may invest up to 100% of the assets of the Plan in
qualifying employer securities, as defined in the Plan, without regard
to any fiduciary requirement to diversify Plan assets.
Cash Equivalents
----------------
The Plan considers investments with initial maturities of three months
or less to be cash equivalents.
Investments
-----------
Investments are reflected in the accompanying financial statements at
current market value. Current market value represents the closing price
based on available market quotations of the investments. The values
used for TCI Series A TCI Group common stock and TCI Series A Liberty
Media Group common stock were $19.88 and $26.88 per share,
respectively, at December 31, 1995. Securities transactions are
accounted for on the trade date. Distributions are priced at current
market value and are accounted for when shares are transferred by the
Trustee to participants. The cost basis of such shares distributed is
determined using the "first-in, first-out" method.
Income Taxes
------------
The Plan is intended to qualify under Section 401(a) of the Internal
Revenue Code (the "Code") and be exempt from Federal income taxation
under Section 501(a) of the Code. The Plan is also intended to meet the
salary reduction provision requirements under Section 401(k) of the
Code. The Plan has applied for a determination letter from the Internal
Revenue Service and expects to receive a qualified status.
(continued)
4
<PAGE> 7
EMPLOYEE STOCK PURCHASE PLAN FOR
BARGAINING UNIT EMPLOYEES OF TCI OF
NORTHERN NEW JERSEY, INC.
Notes to Financial Statements
Plan Expenses
-------------
Administrative expenses of the Plan have been paid by TCI of Northern
New Jersey, Inc. (the "Company"). Accordingly, such expenses have not
been reflected in the accompanying financial statements. However, the
Company may, at its discretion, direct that expenses be paid from
forfeitures, if any, or from general Plan assets.
(2) Description of the Plan
-----------------------
The Plan, established October 1, 1995, is a defined contribution plan
intended to provide employees who are covered by a collective
bargaining agreement (the "Agreement") between TCI of Northern New
Jersey, Inc. (the "Company"), a wholly-owned subsidiary of TCI, and
Local #827 of the Brotherhood of Electrical Workers a convenient means
for purchases of common stock of TCI. The Plan includes a salary
deferral feature in respect to employee contributions. At December 31,
1995, there were 11 participants in the Plan and 125 employees were
eligible to participate.
Under the terms of the Plan, employees are eligible for participation
after one year of service (if at least 18 years old and work a minimum
of 1,000 hours per year) and the normal retirement age is 65 years.
Participants may contribute up to 10% of their compensation, as
defined, to the Plan. The Company matches an amount equal to 100% of
the participant contributions until the date at which a replacement
collective bargaining agreement is effective, or the date at which
Company contributions to the Plan are reduced or terminated pursuant to
the lawful implementation of a proposal to reduce or terminate the
Company contributions to the Plan following a bona fide impasse in good
faith negotiations, whichever is earlier. Forfeitures, if any, (due to
participants' withdrawal prior to vesting) may be used first to pay
Plan expenses and then to reduce the Company's otherwise determined
contribution. There were no forfeitures during the period from October
1, 1995 to December 31, 1995.
Participants are immediately vested in their contributions plus actual
earnings thereon. Generally, participants acquire a vested right in
Company contri-butions as follows:
Vesting
Years of service percentage
---------------- -----------
Less than 1 0%
1-2 20%
2-3 30%
3-4 45%
4-5 60%
5-6 80%
6 or more 100%
(continued)
5
<PAGE> 8
EMPLOYEE STOCK PURCHASE PLAN FOR
BARGAINING UNIT EMPLOYEES OF TCI OF
NORTHERN NEW JERSEY, INC.
Notes to Financial Statements
Although the Company has not expressed an intent to terminate the Plan,
it may do so subject to the terms of the Agreement. The Plan provides
for full and immediate vesting of all participant rights upon
termination of the Plan.
Vested benefits become distributable if a participant dies, suffers
total disability, retires, or terminates employment for any other
reason. Benefits are generally payable in a single lump sum equal to
the participant's vested benefits. Participant accounts are distributed
in whole shares of vested common stock and cash in lieu of fractional
shares.
6
<PAGE> 9
Schedule 1
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EMPLOYEE STOCK PURCHASE PLAN
FOR BARGAINING UNIT EMPLOYEES
OF TCI OF NORTHERN NEW JERSEY, INC.
Item 27a - Schedule of Assets Held
for Investment Purposes
December 31, 1995
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Description of investment
Identity of issuer including par value Cost Current value
------------------ ------------------------- ---- -------------
<S> <C> <C> <C>
* Tele-Communications, Series A TCI Group common $12,325 12,362
Inc. stock, $1.00 par value
* Tele-Communications, Series A Liberty Media Group
Inc. common stock, $1.00 par value $ 4,073 4,138
</TABLE>
*Indicates party in interest to the Plan.
See accompanying independent auditors' report.
7
<PAGE> 10
Schedule 2
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EMPLOYEE STOCK PURCHASE PLAN
FOR BARGAINING UNIT EMPLOYEES OF
TCI OF NORTHERN NEW JERSEY, INC.
Item 27d - Schedule of Reportable Transactions
Period from Inception (October 1, 1995 ) to December 31, 1995
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Expense Current value of
Identity of Description of Purchase Selling Lease incurred with Cost of asset on Net gain
party involved asset price price rental transaction asset transaction date or (loss)
- -------------- -------------- -------- ------- ------ ------------- ------- ---------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
AIM Short-Term Prime Money
Investment Co. Market Fund $ 14,383 -- -- -- 14,383 14,383 --
AIM Short-Term Prime Money -- 6,300 -- -- 6,300 6,300 --
Investment Co. Market Fund
Tele-Communica- Series A TCI
tions, Inc. Group common
stock $ 12,325 -- -- -- 12,325 12,325 --
Tele-Communica- Series A
tions, Inc. Liberty Media
Group common
stock $ 4,073 -- -- -- 4,073 4,073 --
</TABLE>
See accompanying independent auditors' report.
8
<PAGE> 11
EXHIBIT INDEX
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Shown below is the exhibit which is filed as a part of this Report -
23-Consent of KPMG Peat Marwick LLP
<PAGE> 1
Exhibit 23
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Consent of Independent Auditors
-------------------------------
The Plan Committee
Employee Stock Purchase Plan
for Bargaining Unit Employees of
TCI of Northern New Jersey, Inc.:
We consent to incorporation by reference in the registration statement (No.
33-64831) on Form S-8 of the Employee Stock Purchase Plan for Bargaining Unit
Employees of TCI of Northern New Jersey, Inc. of our report dated March 18,
1996, relating to the statement of net assets available for participant benefits
of the Employee Stock Purchase Plan for Bargaining Unit Employees of TCI of
Northern New Jersey, Inc. as of December 31, 1995, and the related statement of
changes in net assets available for participant benefits for the period from
Inception (October 1, 1995) to December 31, 1995, and all related schedules,
which report appears in the December 31, 1995 Annual Report on Form 11-K of the
Employee Stock Purchase Plan for Bargaining Unit Employees of TCI of Northern
New Jersey, Inc.
/s/ KPMG Peat Marwick LLP
-----------------------------
KPMG Peat Marwick LLP
Denver, Colorado
April 15, 1996
