<PAGE>
As filed with the Securities and Exchange Commission on June 24, 1996
REGISTRATION NO.
================================================================================
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.)
Terrace Tower II
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
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
______________________
Copy to:
Jerome H. Kern, Esq.
Baker & Botts, L.L.P.
599 Lexington Avenue
New York, New York 10022-6030
______________________
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]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] File No. 333-00265
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================================================================================================================================
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTERED FEE
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Tele-Communications, Inc., Series A
TCI Group Common Stock, par value (1) (2) $6,000,000(3) $2,224.62
$1.00 per share....................
=================================================================================================================================
</TABLE>
(1) Includes such presently indeterminate number of shares that may be (a)
deliverable from time to time upon exchange of shares of Class A Senior
Cumulative Exchangeable Preferred Stock, $100 par value per share (the "VII
Cable Preferred Stock"), of Viacom International Inc. ("VII Cable"), the
offer and sale of which has been registered separately by VII Cable under a
Registration Statement on Form S-4 (Registration Statement No. 33-64467),
(b) necessary to adjust the number of shares from time to time deliverable
upon such exchange in accordance with the anti-dilution provisions of the
VII Cable Preferred Stock as a result of a stock spilt, stock dividend or
other adjustment to or change in the outstanding shares of Series A TCI
Group Common Stock and (c) deliverable from time to time in payment of
redemption (whether mandatory or optional) obligations in accordance with
the terms of the VII Cable Preferred Stock.
(2) Such shares will be deliverable only upon exchange or redemption of the VII
Cable Preferred Stock and no separate consideration will be received for
such shares.
(3) Amount represents the aggregate liquidation value of the VII Cable
Preferred Stock in respect of which the shares of Series A TCI Group Common
Stock registered hereunder may be delivered by VII Cable upon the exchange
at the option of the holders of VII Cable Preferred Stock or in
satisfaction of VII Cable's redemption obligations in accordance with the
terms of the VII Cable Preferred Stock.
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<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-3,
FILE NO. 333-00265
Tele-Communications Inc. (the "Company") hereby incorporates by
reference into this Registration Statement on Form S-3 in its entirety the
Registration Statement on Form S-3 (File No. 333-00265) declared effective on
June 24, 1996 by the Securities and Exchange Commission (the "Commission"),
including each of the documents filed by the Company with the Commission and
incorporated or deemed to be incorporated by reference therein.
1
<PAGE>
Exhibits
5 Opinion of Baker & Botts, L.L.P.
23.1 Consent of KPMG Peat Marwick LLP.
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.
23.6 Consent of KPMG Finsterbusch Pickenhayn Sibille.
23.7 Consent of Price Waterhouse LLP.
23.8 Consent of Baker & Botts, L.L.P. (Included in Exhibit 5).
24 Powers of Attorney.(Incorporated by reference to Exhibit 24 of
the Company's registation statement on Form S-3 (File No. 333-00265)).
2
<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 June 21,
1996.
TELE-COMMUNICATIONS, INC.
By: /s/ Stephen M. Brett
-------------------------------
Name: Stephen M. Brett
Title: Executive Vice President
3
<PAGE>
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:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman of the Board
- ----------------------------------- and Director
(Bob Magness)
* President and Director
- ----------------------------------- (Principal Executive
(John C. Malone) Officer)
* Executive Vice President and
- ----------------------------------- Director (Principal Financial
(Donne F. Fisher) and Accounting Officer)
* Director
- -----------------------------------
(John W. Gallivan)
* Director
- -----------------------------------
(Kim Magness)
* Director
- -----------------------------------
(Robert A. Naify)
* Director
- -----------------------------------
(Jerome H. Kern)
* Director
- -----------------------------------
(Tony Coelho)
*By: /s/ Stephen M. Brett June 21, 1996
--------------------------------
Stephen M. Brett
Attorney-in-Fact
</TABLE>
4
<PAGE>
[LETTER OF BAKER & BOTTS APPEARS HERE]
June 24, 1996
EXHIBIT 5
Tele-Communications, Inc.
Terrace Tower II
5619 DTC Parkway
Englewood, Colorado 80111-3000
Dear Sirs:
As counsel for Tele-Communications, Inc., a Delaware corporation (the
"Company"), we have examined and are familiar with the registration statement on
Form S-3 (the "Abbreviated Registration Statement"), which relates to the
registration under the Securities Act of 1933, as amended ("the Act"), of shares
(the "Shares") of the Company's Tele-Communications, Inc. Series A TCI Group
Common Stock, par value $1.00 per share ("Series A TCI Group Common Stock"),
which may be delivered from time to time by Viacom International Inc., a
Delaware corporation ("VII Cable"), pursuant to the terms of the Class A Senior
Cumulative Exchangeable Preferred Stock, par value of $100 per share, of VII
Cable (the "VII Cable Preferred Stock"). The Abbreviated Registration Statement
relates to the same class of securities registered pursuant to the Company's
Registration Statement on Form S-3 (File No. 333-00265) (the "Original
Registration Statement") which, pursuant to Rule 462(b) promulgated under the
Act, is incorporated by reference into the Abbreviated Registration Statement.
As described in the Abbreviated Registration Statement under the heading "Plan
of Distribution", the terms of the VII Cable Preferred Stock permit the holders
thereof to exchange such shares for shares of Series A TCI Group Common Stock at
any time after the fifth anniversary of the date of issuance of the VII Cable
Preferred Stock, and further permit VII Cable, at its option, to deliver shares
of Series A TCI Group Common Stock upon optional or mandatory redemption of, the
VII Cable Preferred Stock.
In connection therewith, we have examined, among other things,
originals, certified copies or copies otherwise identified to our satisfaction
as being copies of originals, of the Restated Certificate of Incorporation and
By-Laws of the Company, as amended; resolutions of the Company's Board of
Directors with respect to the filing of the Registration Statement and related
matters; and such other documents, records, certificates of public officials and
questions of law as we deemed necessary or appropriate for the purpose of this
opinion. In rendering this opinion, we have relied, to the extent we deem such
reliance appropriate, on certificates of officers of the Company as to factual
matters. We have assumed the
<PAGE>
BAKER & BOTTS L.L.P.
June 24, 1996
Page 2
authenticity of all documents submitted to us as originals and the conformity
to authentic original documents of all documents submitted to us as certified,
conformed or reproduction copies. We have further assumed that there will be no
changes in applicable law between the date of this opinion and the date of
issuance of the Shares.
Based upon the foregoing, we are of the opinion that when the Shares are
delivered (i) upon optional or mandatory redemption by VII Cable of, or (ii)
upon exchange at the option of the holder of, the VII Cable Preferred Stock, in
each case, in accordance with the terms of the VII Cable Preferred Stock, such
Shares will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Abbreviated Registration Statement and to the reference to us contained therein
under the heading "Legal Matters." In giving the foregoing consent, we do not
admit that we are in the category of persons whose consent is required under
Section 7 of the Act, or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.
Jerome H. Kern, a partner of Baker & Botts, L.L.P., is a director of the
Company.
Very truly yours,
BAKER & BOTTS, L.L.P.
<PAGE>
EXHIBITS RIDER
- --------------
EXHIBIT 23.1
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-3 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. and to
the reference to our firm under the heading "Experts" in the registration
statement.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Denver, Colorado
June 21, 1996
<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-3 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. and to the reference to our firm under the heading
"Experts" in the registration statement. 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
June 21, 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-3 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. and to the reference to our firm under
the heading "Experts" in the registration statement.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Denver, Colorado
June 21, 1996
<PAGE>
EXHIBIT 23.4
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-3 of Tele-Communications, Inc. of our report, dated March
18, 1994, relating to the consolidated statement 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. 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.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Denver, Colorado
June 21, 1996
<PAGE>
EXHIBIT 23.5
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-3 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. and to the reference to
our firm under the heading "Experts" in the registration statement.
/s/ KPMG
KPMG
London, England
June 21, 1996
<PAGE>
EXHIBIT 23.6
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors and Shareholders
of Tele-Communications International, Inc.:
We consent to the 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 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 20, 1995, as amended, and to the reference to our firm under the heading
"Experts" in the registration statement.
KPMG FINSTERBUSCH PICKENHAYN SIBILLE
/s/ Juan Carlos Pickenhayn
Juan Carlos Pickenhayn
Partner
Buenos Aires, Argentina
June 21, 1996
<PAGE>
EXHIBIT 23.7
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of Tele-
Communications, Inc. of our report dated February 14, 1996 relating to the
financial statements of VII Cable, which appears in Current Report on Form
8-K dated June 19, 1996. We also consent to the reference to us under the
heading "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
------------------------
PRICE WATERHOUSE LLP
150 Almaden Boulevard
San Jose, California
June 19, 1996
