<PAGE>
As filed with the Securities and Exchange Commission on November 13, 1996
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
TELE-COMMUNICATIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 84-1260157
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5619 DTC PARKWAY
ENGLEWOOD, COLORADO 80111-3000
(Address of Principal Executive Offices) (Zip Code)
TELE-COMMUNICATIONS, INC. 1996 INCENTIVE PLAN
(Full title of the plan)
STEPHEN M. BRETT, ESQ.
TELE-COMMUNICATIONS, INC.
TERRACE TOWER II
5619 DTC PARKWAY
ENGLEWOOD, COLORADO 80111-3000
(Name and address of agent for service)
(303) 267-5500
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
====================================================================================================================
<CAPTION>
TITLE OF EACH CLASS OF PROPOSED
SECURITIES PROPOSED MAXIMUM
TO BE REGISTERED AMOUNT MAXIMUM AGGREGATE AMOUNT
TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED (1) PER SHARE (2) PRICE (2) FEE
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Tele-Communications, Inc. Series A TCI
Group Common Stock, par value $1.00
per share............................ 16,000,000 shares $13.1875 $211,000,000
Tele-Communications, Inc. Series A \} $97,425
Liberty Media Group Common Stock, par
value $1.00 per share................ 4,000,000 shares $ 27.625 $110,500,000
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the
"Act"), this registration statement shall be deemed to cover additional
securities that may be offered or issued to prevent dilution resulting from
stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and Rule 457(c) of the Act on the basis of the
average of the high and low sales prices reported on the Nasdaq National
Market on November 7, 1996.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The document(s) containing the employee benefit plan information
required by Item 1 of Part I of this Form and the statement of availability of
registrant information and other information required by Item 2 of Part I of
this Form will be sent or given to participants as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended (the "Securities Act"). In
accordance with Rule 428(a) and the requirements of Part I of Form S-8, such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 under the Securities Act. The
Registrant shall maintain a file of such documents in accordance with the
provisions of Rule 428(a)(2) under the Securities Act. Upon request, the
Registrant shall furnish to the Commission or its staff a copy or copies of all
the documents included in such file.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Tele-Communications, Inc. ("the Company") hereby incorporates by reference
in this Registration Statement the following documents filed by the Company with
the Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (File No. 0-20421):
(i) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
(ii) The Company's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 1996 (as amended by Form 10-Q/A (Amendment No.1)) and
June 30, 1996.
(iii) The Company's Current Reports on Form 8-K, dated February 9,
1996, June 19, 1996, July 2, 1996, August 5, 1996, September 3, 1996 and
September 11, 1996.
(iv) Items 3 and 4 of the Company's registration statement on Form 8-B,
as amended by Form 8-B/A (Amendments No. 1, 2, 3 and 4).
(v) Item 1 of the Company's registration statement on Form 8-A, as
amended by Form 8-A/A (Amendments No. 1 and 2).
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated in this
Registration Statement 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 Registration Statement 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 Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
II-1
<PAGE>
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the Series A TCI Group Common Stock
and the Series A Liberty Media Group Common Stock are being passed upon for the
Company by Stephen M. Brett, Esq., Executive Vice President, Secretary and
General Counsel of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides, generally,
that a corporation shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (except actions by or in the right of the
corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation against all expenses, judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. A corporation may similarly indemnify such person for
expenses actually and reasonably incurred by such person in connection with the
defense or settlement of any action or suit by or in the right of the
corporation, provided such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation, and, in the case of claims, issues and matters as to which such
person shall have been adjudged liable to the corporation, provided that a court
shall have determined, upon application, that, despite the adjudication of
liability but in view of all of the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such court
shall deem proper.
Section 102(b)(7) of the Delaware General Corporation Law provides,
generally, that the certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision may not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
section 174 of Title 8 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit. No
such provision may eliminate or limit the liability of a director for any act or
omission occurring prior to the date when such provision became effective.
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
II-2
<PAGE>
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.
(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
II-3
<PAGE>
from such other corporation, partnership, joint venture, trust,
enterprise or nonprofit entity.
3. Amendment or Repeal.
-------------------
Any repeal or modification of the foregoing provisions of this Section
E shall not adversely affect any right or protection hereunder of any
person in respect of any act or omission occurring prior to the time
of such repeal or modification."
Article II, Section 2.9 of the Company's Bylaws also contains an indemnity
provision, requiring the Company to indemnify members of the Board of Directors
and officers of the Company and their respective heirs, personal representatives
and successors in interest for or on account of any action performed on behalf
of the Company, to the fullest extent provided by the laws of the State of
Delaware and the Company's Restated Certificate of Incorporation, as then or
thereafter in effect.
The Company has also entered into indemnification agreements with each of
its directors (each director, an "indemnitee"). The indemnification agreements
provide (i) for the prompt indemnification to the fullest extent permitted by
law against any and all expenses, including attorneys' fees and all other costs,
expenses and obligations paid or incurred in connection with investigating,
defending, being a witness or participating in (including on appeal), or in
preparing for ("Expenses"), any threatened, pending or completed action, suit or
proceeding, or any inquiry or investigation ("Claim"), related to the fact that
such indemnitee is or was a director, officer, employee, agent or fiduciary of
the Company or is or was serving at the Company's request as a director,
officer, employee, trustee, agent or fiduciary of another corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise, or
by reason of anything done or not done by a director or officer in any such
capacity, and against any and all judgments, fines, penalties and amounts paid
in settlement (including all interest, assessments and other charges paid or
payable in connection therewith) of any Claim, unless the Reviewing Party (one
or more members of the Board of Directors or other person appointed by the Board
of Directors, who is not a party to the particular claim, or independent legal
counsel) determines that such 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.
II-4
<PAGE>
The indemnification agreements impose upon the Company the burden of
proving that an indemnitee is not entitled to indemnification in any particular
case and negate certain presumptions that may otherwise be drawn against an
indemnitee seeking indemnification in connection with the termination of actions
in certain circumstances. Indemnitees' rights under the indemnification
agreements are not exclusive of any other rights they may have under Delaware
law, the Company's Bylaws or otherwise. Although not requiring the maintenance
of directors' and officers' liability insurance, the indemnification agreements
require that an indemnitee be provided with the maximum coverage available for
any director or officer of the Company if there is such a policy.
The Company may purchase liability insurance policies covering its
directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of the Company, dated August 4,
1994, as amended on August 4, 1994, August 16, 1994, October 11, 1994,
October 21, 1994, January 26, 1995, August 3, 1995, August 3, 1995,
January 25, 1996 and January 25, 1996 (incorporated herein by
reference to Exhibit 3.1 of the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995 (Commission File No. 0-
20421)).
4.2 Bylaws of the Company as adopted June 16, 1994 (incorporated herein by
reference to Exhibit 3.2 of the Company's Annual Report on Form 10-K
for the year ended December 31, 1994, as amended by Form 10-K/A
(Commission File No. 0-20421)).
4.3 Specimen Stock Certificate for Tele-Communications, Inc. Series A
Liberty Media Group Common Stock, par value $1.00 per share, of the
Company (incorporated herein by reference to Exhibit 4.5 of the
Company's registration statement on Form 8-A, as amended by Form 8-A/A
(Amendments No. 1 and 2) (Commission File No. 0-20421)).
4.4 Specimen Stock Certificate for the Tele-Communications, Inc. Series A
TCI Group Common Stock, par value $1.00 per share, of the Company
(incorporated herein by reference to Exhibit 4.3 of the Company's
registration statement on Form 8-A, as amended by Form 8-A/A
(Amendments No. 1 and 2) (Commission File No. 0-20421)).
4.5 Tele-Communications, Inc. 1996 Incentive Plan (incorporated herein by
reference to Appendix A of the Company's Proxy Statement, dated July
22, 1996 (Commission File No. 0-20421)).
4.6 Form of Non-Qualified Stock Option and Stock Appreciation Rights
Agreement for Tele-Communications, Inc. 1996 Incentive Plan with
respect to Series A TCI Group Common Stock (incorporated herein by
reference to Exhibit 10.37 of the Company's
II-5
<PAGE>
Annual Report on Form 10-K for the fiscal year ended December 31, 1995
(Commission File No. 0-20421)).
4.7 Form of Non-Qualified Stock Option and Stock Appreciation Rights
Agreement for Tele-Communications, Inc. 1996 Incentive Plan with
respect to Series A Liberty Media Group Common Stock (incorporated
herein by reference to Exhibit 10.38 of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995 (Commission File
No. 0-20421)).
5 Opinion of Stephen M. Brett, Esq.
23.1 Consent of Stephen M. Brett, Esq.(included in Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of KPMG Peat Marwick LLP.
23.4 Consent of KPMG Peat Marwick LLP.
23.5 Consent of KPMG Peat Marwick LLP.
23.6 Consent of KPMG Audit plc.
23.7 Consent of Price Waterhouse LLP.
24 Power of Attorney (included herein on page II-9).
ITEM 9. 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of the prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20% change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
II-6
<PAGE>
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
- -------- -------
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the 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 6
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-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Greenwood Village, State
of Colorado, on November 13, 1996.
TELE-COMMUNICATIONS, INC.
By: /s/ Stephen M. Brett
----------------------------------
Name: Stephen M. Brett
Title: Executive Vice President
II-8
<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 Robert W.
Murray Jr., 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 or 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 on Form S-8 has been signed by the
following persons (which persons constitute a majority of the Board of
Directors) in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
- -------------------------- ------------------------------ -----------------
<S> <C> <C>
_________________ Chairman of the Board and
(Bob Magness) Director
/s/ John C. Malone President and Director November 13, 1996
- -------------------------- (Principal Executive Officer)
(John C. Malone)
/s/ Donne F. Fisher Director November 13, 1996
- --------------------------
(Donne F. Fisher)
/s/ John W. Gallivan Director November 13, 1996
- --------------------------
(John W. Gallivan)
/s/ Kim Magness Director November 13, 1996
- --------------------------
(Kim Magness)
/s/ Robert A. Naify Director November 13, 1996
- --------------------------
(Robert A. Naify)
/s/ Jerome H. Kern Director November 13, 1996
- --------------------------
(Jerome H. Kern)
/s/ Tony Coelho Director November 13, 1996
- --------------------------
(Tony Coelho)
/s/ Bernard W. Schotters Senior Vice President of TCI November 13, 1996
- -------------------------- Communications, Inc.
(Bernard W. Schotters) (Principal Financial Officer)
/s/ Gary K. Bracken Senior Vice President of TCI November 13, 1996
- -------------------------- Communications, Inc.
(Gary K. Bracken) (Principal Accounting
Officer)
</TABLE>
II-9
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
- ------
<TABLE>
<CAPTION>
<S> <C>
4.1 Restated Certificate of Incorporation of the Company, dated August 4,
1995, as amended on August 4, 1994, August 16, 1994, October 11, 1994,
October 21, 1994, January 26, 1995, August 3, 1995, August 3, 1995,
January 25, 1996 and January 25, 1996 (incorporated herein by reference
to Exhibit 3.1 of the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995 (Commission File No. 0-20421)).
4.2 Bylaws of the Company as adopted June 16, 1994 (incorporated herein by
reference to Exhibit 3.2 of the Company's Annual Report on Form 10-K
for the year ended December 31, 1994, as amended by Form 10-K/A
(Commission File No. 0-20421)).
4.3 Specimen Stock Certificate for Tele-Communications, Inc. Series A
Liberty Media Group Common Stock, par value $1.00 per share, of the
Company (incorporated herein by reference to Exhibit 4.5 of the
Company's registration statement on Form 8-A, as amended by Form 8-A/A
(Amendments No. 1 and 2) (Commission File No. 0-20421)).
4.4 Specimen Stock Certificate for the Tele-Communications, Inc. Series A
TCI Group Common Stock, par value $1.00 per share, of the Company
(incorporated herein by reference to Exhibit 4.3 of the Company's
registration statement on Form 8-A, as amended by Form 8-A/A
(Amendments No. 1 and 2) (Commission File No. 0-20421)).
4.5 Tele-Communications, Inc. 1996 Incentive Plan (incorporated herein by
reference to Appendix A of the Company's Proxy Statement, dated July
22, 1996 (Commission File No. 0-20421)).
4.6 Form of Non-Qualified Stock Option and Stock Appreciation Rights
Agreement for Tele-Communications, Inc. 1996 Incentive Plan with
respect to Series A TCI Group Common Stock (incorporated herein by
reference to Exhibit 10.37 of the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995 (Commission File No. 0-
20421)).
4.7 Form of Non-Qualified Stock Option and Stock Appreciation Rights
Agreement for Tele-Communications, Inc. 1996 Incentive Plan with
respect to Series A Liberty Media Group Common Stock (incorporated
herein by reference to Exhibit 10.38 of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995 (Commission File
No. 0-20421)).
</TABLE>
<PAGE>
5 Opinion of Stephen M. Brett, Esq.
23.1 Consent of Stephen M. Brett, Esq. (included in Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of KPMG Peat Marwick LLP.
23.4 Consent of KPMG Peat Marwick LLP.
23.5 Consent of KPMG Peat Marwick LLP.
23.6 Consent of KPMG Audit plc.
23.7 Consent of Price Waterhouse LLP.
24 Power of Attorney (included herein on page II-9).
<PAGE>
TELE-COMMUNICATIONS, INC.
Terrace Tower II
5619 DTC Parkway
Englewood, Colorado 80111-3000
EXHIBIT 5
---------
November 13, 1996
Board of Directors
Tele-Communications, Inc.
Terrace Tower II
5619 DTC Parkway
Englewood, Colorado 80111-3000
Dear Sirs:
I am Executive Vice President, Secretary and General Counsel of Tele-
Communications, Inc., a Delaware corporation (the "Company"), and this opinion
is being delivered in connection with the filing of the Company's Registration
Statement on Form S-8 (the "Registration Statement"), with respect to the
registration under the Securities Act of 1933, as amended, of (i) 16,000,000
shares of the Company's Tele-Communications, Inc. Series A TCI Group Common
Stock, par value $1.00 per share (the "TCI Group Shares"), and (ii) 4,000,000
shares of the Company's Tele-Communications, Inc. Series A Liberty Media Group
Common Stock, par value $1.00 per share (the "Liberty Group Shares" and
collectively with the TCI Group Shares, the "Shares"), that are issuable as
awards or upon the exercise of awards granted or to be granted under the Tele-
Communications, Inc. 1996 Incentive Plan (the "Plan").
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 proceedings of the Company's Board
of Directors, including committees thereof, relating to the adoption of the
Plan, the reservation of shares for issuance thereunder and the grant of awards;
the Company's Proxy Statement, dated July 22, 1996, relating to the annual
meeting of the Company's stockholders held on August 15, 1996; the Plan;
agreements pertaining to awards granted under the Plan; the form of agreements
pertaining to awards that may be granted under the Plan; 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.
<PAGE>
November 13, 1996
Page 2
I have further assumed that there will be no changes in applicable law between
the date of this opinion and the date Shares are issued or sold pursuant to the
Plan and the Registration Statement.
Based upon the foregoing, I am of the opinion that each of the TCI Group
Shares and the Liberty Group Shares that may be issued as awards, or issued and
sold upon the exercise of awards, granted or to be granted under the Plan have
been duly authorized and, when issued and sold in accordance with the terms of
the Plan (and any applicable agreement pertaining to awards granted or to be
granted under the Plan), will be validly issued, fully paid and nonassessable.
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 "Item 5. Interest of Named Experts and Counsel" in Part II of the
Registration Statement. 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, Secretary and
General Counsel
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors and Stockholders
Tele-Communications, Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-8 of Tele-Communications, Inc. of our reports, dated March 18, 1996,
relating to the consolidated balance sheets of Tele-Communications, Inc. and
subsidiaries as of December 31, 1995 and 1994, 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, 1995, and all related
financial statement schedules, which reports appear in the December 31, 1995
Annual Report on Form 10-K of Tele-Communications, Inc.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Denver, Colorado
November 8, 1996
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors and Stockholders
Tele-Communications, Inc.:
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Tele-Communications, Inc. of our report, dated March 18, 1996,
relating to the combined balance sheets of TCI Group as of December 31, 1995 and
1994, and the related combined statements of operations, equity, and cash flows
for each of the years in the three-year period ended December 31, 1995, which
report appears in the December 31, 1995 Annual Report on Form 10-K of Tele-
Communications, Inc. Our report covering the combined financial statements
refers to the effects of not consolidating TCI Group's interest in Liberty Media
Group for the periods subsequent to the mergers of TCI Communications, Inc. and
Liberty Media Corporation on August 4, 1994.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Denver, Colorado
November 8, 1996
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors and Stockholders
Tele-Communications, Inc.:
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Tele-Communications, Inc. of our report, dated March 18, 1996,
relating to the combined balance sheets of Liberty Media Group as of December
31, 1995 and 1994, and the related combined statements of operations, equity,
and cash flows for each of the years in the three-year period ended December 31,
1995, which report appears in the December 31, 1995 Annual Report on Form 10-K
of Tele-Communications, Inc.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Denver, Colorado
November 8, 1996
<PAGE>
EXHIBIT 23.5
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors and Stockholders
Liberty Media Corporation:
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Tele-Communications, Inc. of our report, dated March 18, 1994,
relating to the consolidated statements of operations, stockholders' equity, and
cash flows of Liberty Media Corporation and subsidiaries for the year ended
December 31, 1993, which report appears in the December 31, 1995 Annual Report
on Form 10-K of Tele-Communications, Inc. Our report refers to a change in the
method of accounting for income taxes.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Denver, Colorado
November 8, 1996
<PAGE>
EXHIBIT 23.6
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors and Shareholders of
TeleWest plc:
We consent to the incorporation by reference in the registration statement on
Form S-8 of Tele-Communications, Inc. of our report dated March 6, 1996,
relating to the consolidated balance sheet of TeleWest plc and subsidiaries as
of December 31, 1995 and 1994, and the related consolidated statements of
operations and cash flows for each of the years in the three-year period ended
December 31, 1995, which report appears in the December 31, 1995 Annual Report
on Form 10-K of Tele-Communications, Inc.
/s/ KPMG Audit plc
KPMG Audit plc
London, England
November 8, 1996
<PAGE>
EXHIBIT 23.7
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Tele-Communications, Inc. for the Tele-Communications,
Inc. 1996 Incentive Plan of our report dated February 14, 1996, relating to the
combined financial statements of VII Cable which appear in Current Report on
Form 8-K of Tele-Communications, Inc. dated June 19, 1996.
/s/ Price Waterhouse LLP
- ---------------------------------
Price Waterhouse LLP
San Jose, California
November 8, 1996
