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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 of the
Securities Exchange Act of 1934
Date of Report: September 11, 1996
Date of Earliest Event Reported: September 6, 1996
TELE-COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its Charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-20421 84-1260157
(Commission File Number) (I.R.S. Employer Identification No.)
TERRACE TOWER II
5619 DTC Parkway
Englewood, Colorado 80111-3000
(Address of principal executive offices)
Registrant's telephone number, including area code: (303) 267-5500
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Item 5. Other Events.
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Pursuant to a Registration Statement on Form S-3 (File No. 33-63139)
(the "Registration Statement") filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"), and
declared effective by the Commission on November 13, 1995, TCI Communications,
Inc., a Delaware corporation ("TCIC"), has registered its senior, senior
subordinated and subordinated debt securities (the "Debt Securities"), and the
Registrant has registered (i) such indeterminate number of shares of its Series
A TCI Group Common Stock, $1.00 par value per share, as may be issued from time
to time upon conversion of any of the Debt Securities that are issued as
convertible Debt Securities and (ii) certain guarantees of Debt Securities, for
delayed or continuous offering to the public pursuant to Rule 415 under the Act
for a maximum aggregate initial offering price of $3 billion (or the equivalent
thereof denominated in one or more foreign currencies, foreign currency units or
composite currencies).
On September 6, 1996, TCIC publicly offered $350,000,000 of a series of
senior Debt Securities, which closed on September 11, 1996. In connection with
that offering, a Prospectus Supplement, dated September 6, 1996 (the "Prospectus
Supplement"), of TCIC was filed with the Commission pursuant to Rule 424(b)
under the Act. In connection with the preparation and filing of the Prospectus
Supplement, the prospectus of TCIC and the Registrant that forms part of the
Registration Statement was updated to September 6, 1996, and such prospectus,
dated September 6, 1996 (the "Prospectus"), was filed with the Commission
pursuant to Rule 424(b). Registrant does not believe that any of the updating
information in the Prospectus represents, either individually or in the
aggregate, a "fundamental change" (as such term is used in Item 512(a)(1)(ii) of
Regulation S-K) in the information set forth in the Prospectus or the
Registration Statement.
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The Prospectus incorporates by reference reports of the Registrant and TCIC
that include audited financial statements and the related audit reports of
certain accounting firms, and the names of such accounting firms are referred to
under the caption "Experts" in the Prospectus. The consents of such accounting
firms to the incorporation by reference in the Prospectus of their respective
audit reports and to the reference to their respective names under the heading
"Experts" in the Prospectus (the "Accounting Consents") are filed as Exhibits
23.1 through 23.8, inclusive, hereto.
The Registrant is filing this Current Report on Form 8-K in order to cause
the Accounting Consents to be incorporated into the Registration Statement (and
the Prospectus that forms a part thereof) by reference. By filing this Current
Report on Form 8-K, however, the Registrant does not believe that any of the
Accounting Consents or the information set forth herein represent, either
individually or in the aggregate, a "fundamental change" (as such term is used
in Item 512(a)(1)(ii) of Regulation S-K) in the information set forth in the
Prospectus or the Registration Statement.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibits
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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 Peat Marwick LLP.
23.6 Consent of KPMG.
23.7 Consent of KPMG Finsterbusch Pickenhayn Sibille.
23.8 Consent of Price Waterhouse LLP.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: September 11, 1996
TELE-COMMUNICATIONS, INC.
(Registrant)
By: /s/ Stephen M. Brett
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Name: Stephen M. Brett
Title: Executive Vice President
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EXHIBIT INDEX
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Exhibits
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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 Peat Marwick LLP.
23.6 Consent of KPMG.
23.7 Consent of KPMG Finsterbusch Pickenhayn Sibille.
23.8 Consent of Price Waterhouse LLP.
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Exhibit 23.1
Consent of Independent Auditors
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The Board of Directors and Stockholders
Tele-Communications, Inc.:
We consent to the incorporation by reference in the registration statement (No.
33-63139) on Form S-3 of Tele-Communications, Inc. and TCI 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
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KPMG Peat Marwick LLP
Denver, Colorado
September 6, 1996
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Exhibit 23.2
Consent of Independent Auditors
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The Board of Directors and Stockholders
Liberty Media Corporation:
We consent to the incorporation by reference in the Registration Statement (No.
33-63139) on Form S-3 of Tele-Communications, Inc. and TCI 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
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KPMG Peat Marwick LLP
Denver, Colorado
September 6, 1996
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Exhibit 23.3
Consent of Independent Auditors
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The Board of Directors and Stockholders
TCI Communications, Inc.:
We consent to the incorporation by reference in the Registration Statement
(No. 33-63139) on Form S-3 of Tele-Communications, Inc. and TCI Communications,
Inc. of our report, dated March 18, 1996, relating to the consolidated balance
sheets of TCI Communications, Inc. and subsidiaries as of December 31, 1995 and
1994, and the related consolidated statements of operations, stockholder's(s')
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 TCI
Communications, Inc. and to the reference to our firm under the heading
"Experts" in the registration statement.
/s/ KPMG Peat Marwick LLP
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KPMG Peat Marwick LLP
Denver, Colorado
September 6, 1996
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Exhibit 23.4
Consent of Independent Auditors
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The Board of Directors and Stockholders
Tele-Communications, Inc.:
We consent to the incorporation by reference in the Registration Statement
(No. 33-63139) on Form S-3 of Tele-Communications, Inc. and TCI 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
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KPMG Peat Marwick LLP
Denver, Colorado
September 6, 1996
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Exhibit 23.5
Consent of Independent Auditors
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The Board of Directors and Stockholders
Tele-Communications, Inc.:
We consent to the incorporation by reference in the Registration Statement
(No. 33-63139) on Form S-3 of Tele-Communications, Inc. and TCI 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
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KPMG Peat Marwick LLP
Denver, Colorado
September 6, 1996
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Exhibit 23.6
Consent of Independent Auditors
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The Board of Directors and Shareholders of
TeleWest plc:
We consent to the incorporation by reference in the registration statement (No.
33-63139) on Form S-3 of Tele-Communications, Inc. and TCI 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
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KPMG
London, England
September 9, 1996
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Exhibit 23.7
Consent of Independent Auditors
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The Board of Directors and Shareholders
of Tele-Communications International, Inc:
We consent to the incorporation by reference in the registration statement (No.
33-63139) on Form S-3 of Tele-Communications, Inc. and TCI 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
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Juan Carlos Pickenhayn
Partner
Buenos Aires, Argentina
September 6, 1996
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Exhibit 23.8
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement No. 33-63139 on Form S-3 of TCI
Communications, Inc. of our report dated February 14, 1996, relating to the
combined balance sheets of VII Cable as of December 31, 1995 and 1994, and the
related combined statements of operations and cash flows for each of the years
in the three-year period ended December 31, 1995 which appear in the Current
Report on Form 8-K of TCI Communications, Inc. We also consent to the reference
to us under the heading "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
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PRICE WATERHOUSE LLP
150 Almaden Boulevard
San Jose, California
September 6, 1996
