<PAGE>
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
TELE-COMMUNICATIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
----------------------------
(Full title of the Plan)
TELE-COMMUNICATIONS, INC.
----------------------------------------------------
(Issuer of the securities held pursuant to the Plan)
5619 DTC Parkway
Englewood, Colorado 80111
-------------------------------------------
(Address of its principal executive office)
<PAGE>
REQUIRED INFORMATION
- --------------------
Financial Statements: Page No.
-------------------- --------
<TABLE>
<CAPTION>
<S> <C>
Independent Auditors' Report 1
Statements of Net Assets Available
for Participant Benefits,
December 31, 1995 and 1994 2
Statements of Changes in Net Assets
Available for Participant Benefits,
Years ended December 31, 1995, 1994 and 1993 3
Notes to Financial Statements,
December 31, 1995, 1994 and 1993 4
Schedule 1 - Item 27a - Schedule of Assets
Held for Investment Purposes 9
Schedule 2 - Item 27d - Schedule of Reportable
Transactions 10
</TABLE>
Exhibit -
-------
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.
TELE-COMMUNICATIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Name of Plan)
By /s/ Gary K. Bracken
---------------------------------------------
Gary K. Bracken
Plan Administrator
and Member of Plan Committee
April 18, 1996
<PAGE>
Independent Auditors' Report
----------------------------
The Plan Committee
Tele-Communications, Inc.
Employee Stock Purchase Plan:
We have audited the accompanying statements of net assets available for
participant benefits of the Tele-Communications, Inc. Employee Stock Purchase
Plan as of December 31, 1995 and 1994, and the related statements of changes in
net assets available for participant benefits for each of the years in the
three-year period ended 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 audits.
We conducted our audits 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 audits provide 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
Tele-Communications, Inc. Employee Stock Purchase Plan as of December 31, 1995
and 1994, and the changes in net assets available for participant benefits for
each of the years in the three-year period ended December 31, 1995 in conformity
with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes 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 audits 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.
KPMG Peat Marwick LLP
Denver, Colorado
April 9, 1996
1
<PAGE>
TELE-COMMUNICATIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
Statements of Net Assets Available
for Participant Benefits
December 31, 1995 and 1994
<TABLE>
<CAPTION>
Assets 1995 1994
- ------ ------------ -----------
<S> <C> <C>
Cash and cash equivalents $ 5,893 284,595
Investments in Tele-Communications,
Inc. ("TCI") common stock (note 2):
Class A common stock (8,564,712
shares, with cost of
$158,187,847 at
December 31, 1994 -- 186,282,486
Series A TCI Group common stock
(10,697,224 shares, with a cost
of $160,800,352
at December 31, 1995) 212,607,327 --
Series A Liberty Media Group
common stock (2,428,379 shares,
with a cost of $45,707,755
at December 31, 1995) 65,287,501 --
----------- -----------
277,900,721 186,567,081
Liabilities
- -----------
Due to broker for securities purchased 7,324 105,884
----------- -----------
Net assets available for participant
benefits, including $4,771,528 and
$2,311,643 of benefits payable to
participants in 1995 and 1994,
respectively $277,893,397 186,461,197
============ ===========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
TELE-COMMUNICATIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
Statements of Changes in Net Assets Available
for Participant Benefits
Years ended December 31, 1995, 1994 and 1993
<TABLE>
<CAPTION>
1995 1994 1993
------------- ------------ ------------
Contributions:
<S> <C> <C> <C>
Employer $ 27,558,906 21,254,569 16,448,894
Employee 28,190,279 21,450,536 16,904,515
Transfers from other plans 456,493 911,970 356,950
------------ ----------- -----------
56,205,678 43,617,075 33,710,359
------------ ----------- -----------
Net investment income (loss):
Net unrealized appreciation
(depreciation) of securities:
TCI common stock 48,851,373 (62,681,130) 64,409,739
Republic Pictures
Corporation Class A
common stock -- -- 146,908
General Communication, Inc.
Class A common stock -- -- 316,920
General Communication, Inc.
Class B common stock -- -- (5,819)
Realized gain on securities
transactions 49,231 381,450 --
Interest income 44,771 52,335 32,429
------------ ----------- -----------
48,945,375 (62,247,345) 64,900,177
------------ ----------- -----------
Total contributions and net
investment income (loss) 105,151,053 (18,630,270) 98,610,536
Distributions to participants (13,718,853) (14,300,153) (24,449,331)
------------ ----------- -----------
Increase (decrease) in net assets
available for participant
benefits 91,432,200 (32,930,423) 74,161,205
Net assets available
for participant benefits:
Beginning of year 186,461,197 219,391,620 145,230,415
------------ ----------- -----------
End of year $277,893,397 186,461,197 219,391,620
============ =========== ===========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
TELE-COMMUNICATIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
December 31, 1995, 1994 and 1993
(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 The Colorado National Bank ("Trustee")
------------------------------------------------------------
Under the terms of a trust agreement between the Trustee and the Tele-
Communications, Inc. Employee Stock Purchase Plan (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 employer securities 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 prices
for those securities having readily available market quotations and fair
value as determined by the Trustee with respect to other securities. The
values used for the TCI Series A TCI Group common stock and the TCI Series
A Liberty Media Group common stock were $19.88 and $26.88 per share,
respectively, at December 31, 1995. The value used for the TCI Class A
common stock was $21.75 per share at December 31, 1994. 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 has received a determination letter from the Internal Revenue
Service, dated February 4, 1986, which provides that the Plan is qualified
under the provisions of Section 401(a) of the Internal Revenue Code and is
exempt from Federal income taxation under Section 501 of such Code. The
Plan has also received a determination letter, dated March 6, 1989,
regarding qualification of the salary reduction provisions of the Plan
under Section 401(k) of the Internal Revenue Code. During 1994, the Plan
was amended and restated to comply with the Tax Reform Act of 1986. The
Plan has applied for a new determination letter and expects to maintain its
qualified status.
(continued)
4
<PAGE>
TELE-COMMUNICATIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
Plan Expenses
-------------
Administrative expenses of the Plan are paid by TCI. Accordingly, such
expenses are not reflected in the accompanying financial statements.
Reclassification
----------------
Certain amounts have been reclassified for comparability with the 1995
presentation.
(2) Description of the Plan
-----------------------
As of January 27, 1994, TCI Communications, Inc. (formerly Tele-
Communications, Inc. or "Old TCI") and Liberty Media Corporation
("Liberty") entered into a definitive agreement to combine the two
companies (the "TCI/Liberty Merger"). The transaction was consummated on
August 4, 1994 and was structured as a tax free exchange of Class A and
Class B shares of both companies and preferred stock of Liberty for like
shares of a newly formed holding company, TCI/Liberty Holding Company. In
connection with the TCI/Liberty Merger, Old TCI changed its name to TCI
Communications, Inc. and TCI/Liberty Holding Company changed its name to
Tele-Communications, Inc. Old TCI shareholders received one share of TCI
for each of their shares. Liberty common shareholders received 0.975 of a
share of TCI for each of their common shares. Each share of Old TCI Class A
common stock held by the Plan was converted into one share of TCI Class A
common stock.
On August 3, 1995, the stockholders of TCI authorized the Board of
Directors of TCI (the "Board") to issue a new class of stock ("Liberty
Group Stock") which is intended to reflect the separate performance of
TCI's business which produces and distributes cable television programming
services ("Liberty Media Group"). On August 10, 1995, TCI distributed one
hundred percent of the equity value attributable to the Liberty Media Group
(the "Distribution") to its security holders of record on August 4, 1995.
As a result of the Distribution, 2,341,764 shares of Series A Liberty Media
Group common stock were distributed to the Plan during 1995. Additionally,
the stockholders of TCI approved the redesignation of the previously
authorized TCI Class A common stock into Series A TCI Group common stock.
(continued)
5
<PAGE>
TELE-COMMUNICATIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
The Plan is a defined contribution plan sponsored by TCI. The Plan enables
participating employees to acquire a proprietary interest in TCI and to
receive benefits upon retirement. In addition, the Plan includes a salary
deferral feature with respect to employee contributions. At December 31,
1995, there were 15,151 participants in the Plan and 20,624 employees were
eligible to participate. Due to the TCI/Liberty Merger, Liberty employees
were allowed to participate in the Plan effective October 1, 1994 if
employees met the Plan's eligibility requirements. The one year of service
requirement could be satisfied if employees had one year of service with
Liberty. 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. TCI (by annual resolution of the Board) may contribute up to 100%
of the participant contributions. Forfeitures (due to participants'
withdrawal prior to full vesting) are used to reduce TCI's otherwise
determined contributions. Such forfeitures amounted to $631,373, $195,967
and $455,621 for the years ended December 31, 1995, 1994 and 1993,
respectively. Participant contributions are always fully vested. Generally,
participants acquire a vested right in TCI contributions 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%
Although TCI has not expressed an intent to terminate the Plan, it may do so
at any time. The Plan provides for full and immediate vesting of all
participant rights upon termination of the Plan.
During 1994 the Plan was amended and restated to comply with the Tax Reform
Act of 1986. Such restatement had no effect on participants or financial
obligations of the Plan.
(3) Other Marketable Securities
---------------------------
On January 30, 1985, TCI distributed all of the issued and outstanding
shares held by TCI of the capital stock of Republic Pictures Corporation, a
majority-owned subsidiary of TCI prior to the distribution, to TCI's
shareholders of record on January 14, 1985. During 1994, the Republic
Pictures Corporation shares were sold by the Plan and were discontinued as
an investment option.
(continued)
6
<PAGE>
TELE-COMMUNICATIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
In early 1987, WestMarc Communications, Inc. ("WestMarc"), an indirect
wholly-owned subsidiary of TCI, distributed all of the issued and
outstanding shares of the capital stock of General Communication, Inc.
("GCI"), a wholly-owned subsidiary of WestMarc prior to the distribution,
to WestMarc's shareholders of record on December 29, 1986. During 1994, the
GCI shares were sold by the Plan and were discontinued as an investment
option.
(4) Change in Unrealized Appreciation (Depreciation)
------------------------------------------------
Unrealized appreciation (depreciation) of TCI common stock for the years
ended December 31, 1995, 1994 and 1993, is calculated as follows:
<TABLE>
<CAPTION>
1995 1994 1993
------------ ------------ ----------
<S> <C> <C> <C>
End of year $71,386,721 28,094,639 99,068,037
Change in unrealized
appreciation of
distributions 5,559,291 8,292,268 19,883,720
Less beginning of
year 28,094,639 99,068,037 54,542,018
----------- ----------- ----------
Net unrealized appreciation
(depreciation) of TCI
common stock $48,851,373 (62,681,130) 64,409,739
=========== =========== ==========
</TABLE>
(5) Transfers from Other Plans
--------------------------
TCI has certain subsidiaries that maintain separate retirement savings
plans. Participants in a subsidiary plan may elect, on a quarterly basis,
to transfer their entire account balance to the Plan. During 1995, 1994 and
1993, transfers to the Plan from such subsidiary plans aggregated $456,493,
$911,970 and $356,950, respectively.
(6) Reconciliation to Form 5500
---------------------------
The following represents a reconciliation between the Statement of Net
Assets Available for Participant Benefits included in the accompanying
financial statements and the Form 5500 at December 31, 1995 and 1994:
<TABLE>
<CAPTION>
1995 1994
-------------- ------------
<S> <C> <C>
Net Assets Available for Participant
Benefits - financial statements $277,893,397 186,461,197
Benefits payable to participants (4,771,528) (2,311,643)
------------ -----------
Net Assets Available for Participant
Benefits - Form 5500 $273,121,869 184,149,554
============ ===========
</TABLE>
(continued)
7
<PAGE>
TELE-COMMUNICATIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
The following represents a reconciliation between distributions to
participants in the Statement of Changes in Net Assets Available for
Participant Benefits included in the accompanying financial statements and
the Form 5500 for the year ended December 31, 1995:
<TABLE>
<CAPTION>
<S> <C> <C>
Distributions to participants -
financial statements $13,718,853
Reversal of prior year benefits
payable to participants (2,311,643)
Current year benefits payable
to participants 4,771,528
-----------
Distributions to participants -
Form 5500 $16,178,738
===========
</TABLE>
8
<PAGE>
Schedule 1
----------
TELE-COMMUNICATIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1995
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Identity of Description of investment Current
issuer including par value Cost value
-------------------------- -------------------------------- ------------- ------------
<S> <C> <C> <C> <C>
* Tele-Communications, Inc. Series A TCI Group common
stock, par value $1.00 per share $160,800,352 212,607,327
* Tele-Communications, Inc. Series A Liberty Media Group
common stock, par value $1.00
per share $ 45,707,755 65,287,501
</TABLE>
* Indicates party in interest to the Plan.
See accompanying independent auditors' report.
9
<PAGE>
Schedule 2
----------
TELE-COMMUNICATIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
Item 27d - Schedule of Reportable Transactions
Year ended December 31, 1995
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Current
Expense value of Net
Description incurred asset on gain
Identity of party of Purchase Selling Lease with Cost of transaction or
involved asset price price rental transaction asset date (loss)
- --------------------------- ----------- ------------------ ----------- ---------- ------------ ------------ ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Aim Short-Term Prime Money
Investment Co. Market fund $43,369,494 -- -- -- 43,369,494 43,369,494 --
Aim Short-Term Prime Money
Investment Co. Market Fund $ -- 43,369,494 -- -- 43,369,494 43,369,494 --
Tele-Communications, Series A
Inc. TCI Group
common stock $43,179,085 -- -- -- 43,179,085 43,179,085 --
</TABLE>
See accompanying independent auditors' report.
10
<PAGE>
EXHIBIT INDEX
-------------
Shown below is the exhibit which is filed as a part of this Report -
23-Consent of KPMG Peat Marwick LLP
<PAGE>
Exhibit 23
----------
Consent of Independent Auditors
-------------------------------
The Plan Committee
Tele-Communications, Inc.
Employee Stock Purchase Plan:
We consent to incorporation by reference in the registration statements (Nos.
33-57635, as amended, and 33-65483) on Form S-8 of Tele-Communications, Inc.
Employee Stock Purchase Plan of our report dated April 9, 1996, relating to the
statements of net assets available for participant benefits of Tele-
Communications, Inc. Employee Stock Purchase Plan as of December 31, 1995 and
1994, and the related statements of changes in net assets available for
participant benefits for each of the years in the three-year period ended
December 31, 1995 and all related schedules, which report appears in the
December 31, 1995 Annual Report on Form 11-K of Tele-Communications, Inc.
Employee Stock Purchase Plan.
KPMG Peat Marwick LLP
Denver, Colorado
April 15, 1996
