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As filed with the Securities and Exchange Commission on September 19, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4/A
(Amendment No. 4)
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13 (e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934)
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TELE-COMMUNICATIONS, INC.
(NAME OF ISSUER)
TELE-COMMUNICATIONS, INC.
(NAME OF PERSON(S) FILING STATEMENT)
TELE-COMMUNICATIONS, INC. SERIES A TCI GROUP COMMON STOCK AND
TELE-COMMUNICATIONS, INC. SERIES B TCI GROUP COMMON STOCK
(Title of Class of Securities)
87924V101 (Series A)
87924V200 (SERIES B)
(CUSIP NUMBER OF CLASS OF SECURITIES)
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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 PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF
OF THE PERSON(S) FILING STATEMENT)
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COPY TO:
ELIZABETH M. MARKOWSKI, ESQ.
BAKER & BOTTS, L.L.P.
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022-6030
(212) 705-5000
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INTRODUCTORY STATEMENT
This Amendment No. 4 (the "Amendment No. 4") constitutes the final
amendment to the Issuer Tender Offer Statement on Schedule 13E-4 (together with
all amendments thereto, the "Schedule 13E-4") filed with the Securities and
Exchange Commission on August 12, 1997, as amended by Amendment No. 1 on August
28, 1997, Amendment No. 2 on September 5, 1997 and Amendment No. 3 on September
9, 1997, by Tele-Communications, Inc., a Delaware corporation (the "Company"),
relating to the Company's offer to exchange (i) one share of Series A TCI
Ventures Group Common Stock for each share of Series A TCI Group Common Stock
properly tendered and not validly withdrawn, up to 188,661,300 shares of Series
A TCI Group Common Stock, and (ii) one share of Series B TCI Ventures Group
Common Stock for each share of Series B TCI Group Common Stock properly tendered
and not validly withdrawn, up to 16,266,400 shares of Series B TCI Group Common
Stock, upon the terms and subject to the conditions set forth in the Offering
Circular of the Company, dated August 7, 1997, and the related Letters of
Transmittal. All capitalized terms used but not defined in this Amendment No. 4
shall have the meanings ascribed thereto in the Schedule 13E-4.
The Exchange Offers expired in accordance with their terms at 5:00
p.m., New York City time, on September 10, 1997 (the "Expiration Date"). A
total of 518,587,029 shares of Series A TCI Group Common Stock were validly
tendered and not properly withdrawn prior to the Expiration Date, resulting in a
proration factor of 36.37987 percent. A total of 16,837,706 shares of Series B
TCI Group Common Stock were validly tendered and not properly withdrawn prior to
the Expiration Date, resulting in a proration factor of 96.60698 percent.
Pursuant to the Exchange Offers, the Company has accepted for exchange
188,661,300 shares of Series A TCI Group Common Stock and 16,266,400 shares of
Series B TCI Group Common Stock. In exchange therefor, 188,661,300 shares of
Series A TCI Ventures Group Common Stock and 16,266,400 shares of Series B TCI
Ventures Group Common Stock will be distributed to the tendering stockholders by
The Bank of New York, as Exchange Agent, on and after September 18, 1997.
Shares of TCI Group Common Stock that have not been accepted for exchange by the
Company due to oversubscription and the related proration will be returned to
the tendering stockholders on or after September 18, 1997.
On September 10, 1997, the Company issued a press release announcing
the preliminary results of the Exchange Offers, a copy of which is attached
hereto as Exhibit 9(a)(12) and incorporated herein by reference. On September
16, 1997, the Company issued a press release announcing the final results of the
Exchange Offers, a copy of which is attached hereto as Exhibit 9(a)(13) and
incorporated herein by reference.
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9(a) is hereby amended to include the following:
(a)(12) Press Release, dated September 10, 1997.
(a)(13) Press Release, dated September 16, 1997.
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SIGNATURE
After due inquiry and to the best of the Company's knowledge and belief,
the undersigned certifies that the information set forth in this Schedule 13E-
4/A (Amendment No. 4) is true, complete and correct.
Dated: September 19, 1997
TELE-COMMUNICATIONS, INC.
By: /s/ Stephen M. Brett
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Name: Stephen M. Brett
Title: Executive Vice President and Secretary
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EXHIBIT INDEX
Exhibit No. Description
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9(a)(12) Press Release, dated September 10, 1997.
9(a)(13) Press Release, dated September 16, 1997.
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Exhibit 9(a)(12)
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[TCI Logo] NEWS
FOR IMMEDIATE RELEASE
September 10, 1997
Contacts: TCI Investor Relations, Linda J. Dill (303) 267-5048
TCI Media Relations, LaRae Marsik or Joann Dobbs (303) 267-5273
TCI ANNOUNCES PRELIMINARY
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RESULTS OF ITS EXCHANGE OFFERS
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ENGLEWOOD, COLORADO -- Tele-Communications, Inc. (TCI) announced today that its
Series A TCI Ventures Group Exchange Offer and its Series B TCI Ventures Group
Exchange Offer (Exchange Offers) expired at 5 p.m. (New York City Time). The
Company has been advised by its Exchange Agent, The Bank of New York, that both
Exchange Offers have been oversubscribed.
The preliminary number of shares of Series A TCI Group Common Stock tendered for
exchange was 520,971,076 resulting in a preliminary proration factor of
approximately 36.213 percent. The preliminary number of shares of Series B TCI
Group Common Stock tendered for exchange was 16,876,231 resulting in a
preliminary proration factor of approximately 96.386 percent. The final
proration factors will be announced after close of market on September 16. The
final proration factors will be primarily impacted by shares that have been
tendered via Notice of Guaranteed Delivery, which require three Nasdaq trading
days to settle.
Shares of Series A TCI Group Common Stock and Series B TCI Group Common Stock,
which have been tendered for exchange but which will not be accepted for
exchange because of the oversubscriptions and the related proration, will be
returned to the owners of such stock on or after September 18. To allow for
trading in such tendered but not accepted shares until returned, a "When
Distributed" market for such shares has been established on Nasdaq.
Accordingly, shares of Series A TCI Group Common Stock and Series B TCI Group
Common Stock which were tendered in the Exchange Offers but not accepted may be
traded on Nasdaq on a "When Distributed" basis under the symbols TCOAV and
TCOBV, respectively. The Company took this action because it believes it will
promote a more orderly and liquid market for shareholders. Any shares of Series
A TCI Group Common Stock and Series B TCI Group Common Stock that were not
tendered in the Exchange Offers may continue to be traded on Nasdaq "Regular
Way" under the symbols TCOMA and TCOMB, respectively.
On September 17, TCI Ventures Group will begin to trade "Regular Way" on the
National Market tier of the Nasdaq Stock Market with Series A and Series B TCI
Ventures Group Common Stock, under the symbols TCIVA and TCIVB, respectively.
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The Bank of New York indicates they intend to deliver shares to the Depository
Trust Corporation (DTC) on September 18. On September 19, the Bank of New York
will begin distributing stock certificates related to the Exchange Offers to
shareholders of record.
Tele-Communications, Inc. is traded through the TCI Group and the Liberty Media
Group common stocks. TCI Group is traded on the National Market tier of the
Nasdaq Market (Nasdaq) with Series A and Series B TCI Group Common Stock, under
the symbols of TCOMA and TCOMB, respectively. Also, the Company's Class B 6%
Cumulative Redeemable Exchangeable Junior Preferred Stock is traded on Nasdaq
under the symbol TCOMP. Liberty Media Group is traded on Nasdaq with Series A
and Series B Common Stock, under the symbols of LBTYA and LBTYB, respectively.
Tele-Communications International, Inc., which is traded on Nasdaq under the
symbol TINTA, is attributed to the TCI Ventures Group. TCI Communications,
Inc., the Company's domestic communications subsidiary, trades its Cumulative
Exchangeable Preferred Stock, Series A on Nasdaq under the symbol TCICP, its
8.72% Trust Originated Preferred Securities on the New York Stock Exchange under
the symbol TFI/pr and its 10% and 9.72% Trust Preferred Securities on the New
York Stock Exchange under the symbols TFII and TFIV, respectively. When issued,
the Company has been advised by the Nasdaq Stock Market that its Series A and
Series B TCI Ventures Group Common Stocks will be traded under the symbols TCIVA
and TCIVB, respectively.
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Exhibit 9(a)(13)
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[TCI Logo] NEWS
FOR IMMEDIATE RELEASE
September 16, 1997
Contacts: TCI Investor Relations, Linda J. Dill (303) 267-5048
TCI Media Relations, LaRae Marsik or Joann Dobbs (303) 267-5273
TCI ANNOUNCES THE FINAL
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RESULTS OF ITS EXCHANGE OFFERS
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ENGLEWOOD, COLORADO -- Tele-Communications, Inc. (TCI) announced today the
number of shares of Series A TCI Group Common Stock tendered for Series A TCI
Ventures Group Common Stock was 518,587,029 resulting in a proration factor of
36.37987 percent. The number of shares of Series B TCI Group Common Stock
tendered for Series B TCI Ventures Group Common Stock was 16,837,706 resulting
in a proration factor of 96.60698 percent. Shares properly tendered are being
accepted for exchange as nearly as practicable pro rata in accordance with these
proration factors, disregarding fractional shares.
On September 17, Series A and Series B TCI Ventures Group Common Stock will
begin to trade "Regular Way" on the National Market tier of The Nasdaq Stock
Market, under the symbols TCIVA and TCIVB, respectively. Shares of Series A TCI
Group Common Stock and Series B TCI Group Common Stock that have been tendered
for exchange but which will not be accepted for exchange because of the
oversubscriptions and the related proration will be returned to the owners of
such stock on or after September 18.
Tele-Communications, Inc. is traded through the TCI Group, the Liberty Media
Group and the TCI Ventures Group Common Stocks. TCI Group is traded on the
National Market tier of The Nasdaq Market (Nasdaq) with Series A and Series B
TCI Group Common Stock, under the symbols of TCOMA and TCOMB, respectively.
Also, the Company's Class B 6% Cumulative Redeemable Exchangeable Junior
Preferred Stock is traded on Nasdaq under the symbol TCOMP. Liberty Media Group
is traded on Nasdaq with Series A and Series B Common Stock, under the symbols
of LBTYA and LBTYB, respectively. Tele-Communications International, Inc.,
which is traded on Nasdaq under the symbol TINTA, is attributed to the TCI
Ventures Group. TCI Communications, Inc., the Company's domestic communications
subsidiary, trades its Cumulative Exchangeable Preferred Stock, Series A on
Nasdaq under the symbol TCICP, its 8.72% Trust Originated Preferred Securities
on the New York Stock Exchange under the symbol TFI/pr and its 10% and 9.72%
Trust Preferred Securities on the New York Stock Exchange under the symbols TFII
and TFIV, respectively. On September 17, the Series A and Series B TCI Ventures
Group Common Stocks will be traded under the symbols TCIVA and TCIVB,
respectively.
