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As filed with the Securities and Exchange Commission on September 18, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4/A
(Amendment No. 2)
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 LIBERTY MEDIA GROUP COMMON STOCK AND
TELE-COMMUNICATIONS, INC. SERIES B LIBERTY MEDIA GROUP COMMON STOCK
(Title of Class of Securities)
87924V507 (SERIES A)
87924V606 (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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CALCULATION OF FILING FEE
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TRANSACTION VALUATION/1/ AMOUNT OF FILING FEE/2/
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$450,000,000.00 $90,000.00
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/1/For purposes of calculating the amount of the filing fee only. Based upon $30
cash per share for 15,000,000 shares.
/2/$54,000 of this amount was paid with the filing of the Schedule 13E-4 on
August 19, 1997.
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<S> <C> <C> <C> <C>
[_] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with
which the offsetting fee was previously paid. Identify the previous filing by registration number, or
the form or schedule and the date of its filing.
Amount Previously Paid: N/A Filing Party: N/A
Form of Registration No.: N/A Date Filed: N/A
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INTRODUCTION
This Amendment No. 2 ("Amendment No. 2") further amends the Issuer
Tender Offer Statement on Schedule 13E-4 (together with all amendments thereto,
the "Schedule 13E-4") filed by Tele-Communications, Inc., a Delaware corporation
(the "Company"), with the Securities and Exchange Commission on August 19, 1997,
as amended by Amendment No. 1 filed on September 5, 1997, in connection with the
offer by the Company to purchase shares of its Tele-Communications, Inc. Series
A Liberty Media Group Common Stock, par value $1.00 per share (the "Series A
Liberty Media Group Common Stock"), and its Tele-Communications, Inc. Series B
Liberty Media Group Common Stock, par value $1.00 per share (the "Series B
Liberty Media Group Common Stock" and, together with the Series A Liberty Media
Group Common Stock, the "Liberty Media Group Common Stock"), upon the terms and
subject to the conditions set forth in the Company's Offer to Purchase, dated
August 19, 1997 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which together constitute the "Offer"), copies of which are filed
as Exhibits (a)(1) and (a)(2) respectively, to the Schedule 13E-4. Capitalized
terms used and not defined herein have the meanings assigned to such terms in
the Offer to Purchase and the Schedule 13E-4.
ITEM 1. SECURITY AND ISSUER
(b) To the extent inconsistent herewith, the information contained in the
press release, dated September 17, 1997, which press release is attached as
Exhibit (a)(8) hereto and incorporated by reference herein, supplements the
information previously disclosed in Item 1(b).
ITEM 8. ADDITIONAL INFORMATION.
(e) To the extent inconsistent herewith, the information contained in the
press release, dated September 17, 1997, which press release is attached as
Exhibit (a)(8) hereto and incorporated by reference herein, supplements the
information previously disclosed in Item 8(e).
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(8) Press Release, dated September 17, 1997.
2
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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. 2) is true, complete and correct.
Dated: September 18, 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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(a)(8) Press Release, dated September 17, 1997.
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FOR IMMEDIATE RELEASE
September 17, 1997
TERMS OF TENDER OFFER FOR LIBERTY MEDIA
GROUP COMMON STOCK AMENDED AND EXPIRATION DATE EXTENDED
ENGLEWOOD, COLORADO -- Tele-Communications, Inc. announced today that it has
amended the terms of its outstanding offer to purchase shares of its Series A
Liberty Media Group Common Stock and Series B Liberty Media Group Common Stock
by increasing the purchase price from $27 per share to $30 per share, net to the
seller in cash, and increasing the aggregate number of such shares it is
offering to purchase from 10 million shares to 15 million shares. The offer,
which was previously scheduled to expire at 5:00 p.m., New York City time, on
September 17, 1997, will now expire at 5:00 p.m., New York City time, on
Thursday, October 2, 1997.
At the close of business on Wednesday, September 17, 1997, approximately
3,069,000 shares of Tele-Communications, Inc. Series A Liberty Media Group
Common Stock and 28,600 shares of Tele-Communications, Inc. Series B Liberty
Media Group Common Stock had been tendered and not withdrawn.
Liberty Media Group Series A and Series B Common Stock are series of Tele-
Communications, Inc. Common Stock and are traded on the National Market tier of
the Nasdaq Stock Market under the symbols LBTYA and LBTYB.
Contact: D.F. King & Co.
(800) 848-3410
