<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 11-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _____ to _____
Commission file number 0-20421
UNITED ARTISTS THEATRE CIRCUIT, INC.
EMPLOYEE STOCK PURCHASE PLAN
----------------------------
(Full title of the Plan)
TELE-COMMUNICATIONS, INC.
----------------------------------------------------
(Issuer of the securities held pursuant to the Plan)
5619 DTC Parkway
Englewood, Colorado 80111
-------------------------------------------
(Address of its principal executive office)
<PAGE>
REQUIRED INFORMATION
- --------------------
Financial Statements: Page No.
--------------------- --------
<TABLE>
<CAPTION>
<S> <C>
Independent Auditors' Report 1
Statements of Net Assets Available for Participant
Benefits - December 31, 1996 and 1995 2
Statement of Changes in Net Assets Available for
Participant Benefits - Year ended December 31, 1996 3
Statement of Changes in Net Assets Available for
Participant Benefits - Year ended December 31, 1995 4
Statement of Changes in Net Assets Available for
Participant Benefits - Year ended December 31, 1994 5
Notes to Financial Statements -
December 31, 1996, 1995 and 1994 6
Schedule 1 - Item 27a - Schedule of Assets Held for
Investment Purposes - December 31, 1996 12
</TABLE>
Exhibit -
---------
23-Consent of KPMG Peat Marwick LLP
SIGNATURE
- ---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
members of the Plan Committee have duly caused this annual report to be signed
by the undersigned thereunto duly authorized.
UNITED ARTISTS THEATRE CIRCUIT, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Name of Plan)
Date: June 27, 1997 By /s/Gary K. Bracken
----------------------------------
Gary K. Bracken
Plan Administrator
and Member of Plan Committee
<PAGE>
Independent Auditors' Report
----------------------------
The Plan Committee
United Artists Theatre Circuit, Inc.
Employee Stock Purchase Plan:
We have audited the accompanying statements of net assets available for
participant benefits of the United Artists Theatre Circuit, Inc. Employee Stock
Purchase Plan as of December 31, 1996 and 1995, and the related statements of
changes in net assets available for participant benefits for each of the years
in the three-year period ended December 31, 1996. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for participant benefits of the
United Artists Theatre Circuit, Inc. Employee Stock Purchase Plan as of December
31, 1996 and 1995, and the changes in net assets available for participant
benefits for each of the years in the three-year period ended December 31, 1996
in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The fund information in the statements of net assets available for
participant benefits and the statements of changes in net assets available for
participant benefits is presented for purposes of additional analysis rather
than to present the net assets available for participant benefits and changes in
net assets available for participant benefits of each fund. The supplemental
schedule and fund information have been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
KPMG Peat Marwick LLP
Denver, Colorado
June 23, 1997
1
<PAGE>
UNITED ARTISTS THEATRE CIRCUIT, INC.
EMPLOYEE STOCK PURCHASE PLAN
Statements of Net Assets Available
for Participant Benefits
December 31, 1996 and 1995
<TABLE>
<CAPTION>
1995
----------------------------
Income
Stock Accumulation
1996 Fund Fund Total
-------- ------ ------------ ------
<S> <C> <C> <C> <C>
amounts in thousands
Assets
- ------
Cash and cash equivalents $ -- 24 -- 24
Investments, at market value (note 2):
Tele-Communications, Inc. ("TCI"):
Series A TCI Group common stock
(1,162,000 and 1,266,000 shares,
with a cost of $12,268,000 and
$14,637,000 at December 31, 1996
and 1995, respectively)
15,178 25,163 -- 25,163
Series A Liberty Media Group
common stock (441,000 and 473,000
shares, with a cost of $4,484,000
and $4,811,000 at December 31,
1996 and 1995, respectively)
8,393 8,474 -- 8,474
------- ------ ------------ ------
23,571 33,637 -- 33,637
------- ------ ------------ ------
Investment in TCI Satellite
Entertainment, Inc. ("TSAT") Series A
common stock (119,000 shares, with a
cost of $1,199,000 at December 31,
1996) 1,177 -- -- --
Other (note 3) 1,014 -- 973 973
------- ------ ------------ ------
25,762 33,661 973 34,634
------- ------ ------------ ------
Liabilities
- -----------
Due to broker for securities purchased 56 -- -- --
Net assets available for participant
benefits, including $726,000 and
$512,000 of benefits payable to
participants at December 31, 1996 and ------- ------ ------------ ------
1995, respectively (note 6) $25,706 33,661 973 34,634
======= ====== ============ ======
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
UNITED ARTISTS THEATRE CIRCUIT, INC.
EMPLOYEE STOCK PURCHASE PLAN
Statement of Changes in Net Assets Available
for Participant Benefits
<TABLE>
<CAPTION>
Year ended December 31, 1996
---------------------------------
Income
Stock Accumulation
Fund Fund Total
--------- ------------- -------
<S> <C> <C> <C>
amounts in thousands
Net investment income (loss):
Net unrealized depreciation of
investments (note 4) $(6,715) -- (6,715)
Realized gain on securities
transactions 138 -- 138
Interest income -- 55 55
------- ------------ ------
Total net investment income (loss) (6,577) 55 (6,522)
------- ------------ ------
Distributions to participants (note 6) (2,406) -- (2,406)
Intrafund transfers 1,028 (1,028) --
------- ------------ ------
Decrease in net assets available for
participant benefits (7,955) (973) (8,928)
Net assets available for participant
benefits:
Beginning of year 33,661 973 34,634
------- ------------ ------
End of year $25,706 -- 25,706
======= ============ ======
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
UNITED ARTISTS THEATRE CIRCUIT, INC.
EMPLOYEE STOCK PURCHASE PLAN
Statement of Changes in Net Assets Available
for Participant Benefits
<TABLE>
<CAPTION>
Year ended December 31, 1995
---------------------------------
Income
Stock Accumulation
Fund Fund Total
--------- ------------- -------
<S> <C> <C> <C>
amounts in thousands
Net investment income:
Net unrealized appreciation of
investments (note 4) $ 6,196 -- 6,196
Realized gain on securities
transactions 111 -- 111
Interest income 2 95 97
------- ------------ ------
Total net investment income 6,309 95 6,404
------- ------------ ------
Proceeds received upon settlement of
claim (note 5) 14 -- 14
Distributions to participants (3,227) (75) (3,302)
------- ------------ ------
Increase in net assets available for
participant benefits 3,096 20 3,116
Net assets available for participant
benefits:
Beginning of year 30,565 953 31,518
------- ------------ ------
End of year $33,661 973 34,634
======= ============ ======
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
UNITED ARTISTS THEATRE CIRCUIT, INC.
EMPLOYEE STOCK PURCHASE PLAN
Statement of Changes in Net Assets Available
for Participant Benefits
<TABLE>
<CAPTION>
Year ended December 31, 1994
-----------------------------------
Income
Stock Accumulation
Fund Fund Total
---------- ------------- --------
<S> <C> <C> <C>
amounts in thousands
Net investment income (loss):
Net unrealized depreciation of
investments (note 4) $(13,065) -- (13,065)
Realized gain on security transactions 118 -- 118
Interest income 2 1 3
-------- ----- -------
Total net investment income (loss) (12,945) 1 (12,944)
Proceeds received upon settlement of
claim (note 5) 398 -- 398
Distributions to participants (2,943) (63) (3,006)
Transfers to TCI Employee Stock
Purchase Plan (note 2) (7) (123) (130)
-------- ----- -------
Decrease in net assets available
for participant benefits (15,497) (185) (15,682)
Net assets available for
participant benefits:
Beginning of year 46,062 1,138 47,200
-------- ----- -------
End of year $ 30,565 953 31,518
======== ===== =======
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
UNITED ARTISTS THEATRE CIRCUIT, INC.
EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
December 31, 1996, 1995 and 1994
(1) Summary of Significant Accounting Policies
------------------------------------------
Basis of Presentation
---------------------
The accompanying financial statements of the United Artists Theatre
Circuit, Inc. Employee Stock Purchase Plan (the "Plan") have been prepared
on an accrual basis and present the net assets available for participant
benefits and the changes in those net assets.
Trust Fund Managed by Colorado National Bank ("Trustee")
--------------------------------------------------------
The Trustee manages a trust fund on behalf of the Plan and has been granted
discretionary authority concerning purchases and sales of investments.
Beginning December 2, 1991, the Trustee could invest up to 100% of the
assets of the Stock Fund in TCI's common stock or make other investments as
defined by the Plan.
Cash Equivalents
----------------
The Plan considers investments with initial maturities of three months or
less to be cash equivalents.
Investments
-----------
Investments are reflected in the accompanying financial statements at
current market value. Current market value represents the closing prices
for those securities having readily available market quotations and fair
value as determined by the Trustee with respect to other securities. The
values used for TCI Series A TCI Group common stock, TCI Series A Liberty
Media Group common stock and Series A TSAT common stock were $13.06, $19.03
and $9.89 per share, respectively, at December 31, 1996. The value used for
TCI Series A TCI Group common stock and TCI Series A Liberty Media Group
common stock were $19.88 and $17.92 per share, respectively, at December
31, 1995. The foregoing prices are the closing market prices of the common
stock on those dates. Securities transactions are accounted for on the
trade date. Distributions are priced at current market value as of the last
day of the calendar month in which the event requiring distribution occurs.
Any appreciation (depreciation) and realized gains associated with the
stock held by the Plan during 1996, 1995 and 1994 were calculated based on
the weighted average cost basis of the shares on the applicable date. See
note 2.
(continued)
6
<PAGE>
UNITED ARTISTS THEATRE CIRCUIT, INC.
EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
Income Taxes
------------
The Internal Revenue Service has determined and informed the Plan by a
letter dated November 15, 1996, that the Plan and related trust are
designed in accordance with applicable sections of the Internal Revenue
Code (IRC). The Plan has been amended since receiving the determination
letter. However, the Plan administrator and the Plan's tax counsel believe
that the Plan is designed and is currently being operated in compliance
with the applicable requirements of the IRC.
Plan Expenses
-------------
Administrative expenses of the Plan are paid by TCI. Accordingly, such
expenses are not reflected in the accompanying financial statements.
(2) Description of Plan
-------------------
On December 2, 1991, United Artists Entertainment Company ("UAE") and TCI
Communications, Inc. (formerly Tele-Communications, Inc. or "Old TCI")
consummated a merger (the "TCI/UAE Merger") pursuant to which UAE became a
wholly-owned subsidiary of Old TCI. Under the TCI/UAE Merger agreement,
outstanding shares of UAE's Class A and Class B common stock, including
such shares of stock held by the Plan, were converted into Old TCI Class A
common stock on the basis of 1.02 Old TCI Class A shares for each share of
either class of UAE's common stock. Employees of UAE became employees of
Old TCI and, as such, are entitled to participate in Old TCI's benefit
plan, if eligible. The Plan became "inactive" as of the date of the
TCI/UAE Merger and all participants automatically became fully vested in
all employer contributions. Participant contributions were always fully
vested. In conjunction with the TCI/UAE Merger, the cost basis for each
share of stock then held by the Plan was adjusted to reflect the merger
conversion ratio of 1.02. Such adjustment effectively created a new cost
basis for the TCI Class A common stock of $15.26 per share.
As of January 27, 1994, Old TCI and Liberty Media Corporation ("Liberty")
entered into a definitive agreement to combine the two companies (the
"TCI/Liberty Merger"). The transaction was consummated on August 4, 1994
and was structured as a tax free exchange of Class A and Class B shares of
both companies and preferred stock of Liberty for like shares of a newly
formed holding company, TCI/Liberty Holding Company. In connection with
the TCI/Liberty Merger, Old TCI changed its name to TCI Communications,
Inc. and TCI/Liberty Holding Company changed its name to Tele-
Communications, Inc. Old TCI shareholders received one share of TCI for
each of their shares. Liberty common shareholders received 0.975 of a
share of TCI for each of their common shares. Each share of Old TCI Class
A common stock held by the Plan was converted into one share of TCI Class A
common stock.
(continued)
7
<PAGE>
UNITED ARTISTS THEATRE CIRCUIT, INC.
EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
On August 3, 1995, the stockholders of TCI authorized the Board of
Directors of TCI (the "Board") to issue a new class of stock ("Liberty
Group Stock") which is intended to reflect the separate performance of
TCI's business which produces and distributes cable television programming
services ("Liberty Media Group"). On August 10, 1995, TCI distributed one
hundred percent of the equity value attributable to the Liberty Media Group
(the "Distribution") to its security holders of record on August 4, 1995.
As a result of the Distribution, 329,597 shares of Series A Liberty Group
Stock were distributed to the Plan during 1995. Additionally, the
stockholders of TCI approved the redesignation of the previously authorized
TCI Class A and B common stock into Series A and B TCI Group common stock
("TCI Group Stock").
On December 4, 1996, all of the capital stock of TSAT was distributed to
holders of record of TCI Group Stock as of the close of business on
November 12, 1996 (the "Record Date"). Stockholders of record of Series A
TCI Group Stock on the Record Date received one share of TSAT Series A
common stock for each ten shares of Series A TCI Group Stock owned of
record at the close of business on the Record Date and one share of TSAT
Series B common stock for each ten shares of Series B TCI Group Stock owned
of record as of the close of business on the Record Date (the "TSAT
Distribution"). Fractional shares were not issued. Fractions of one-half
or greater of a share were rounded up and fractions of less than on-half of
a share were rounded down to the nearest whole number of shares of TSAT
Series A common stock and TSAT Series B common stock. As a result of the
TSAT Distribution, 119,129 shares of TSAT Series A common stock were
distributed to the plan during 1996.
Effective January 13, 1997, TCI issued a stock dividend to holders of
Liberty Group Stock consisting of one share of Series A Liberty Group Stock
for every two shares of Series A Liberty Group Stock owned and one share of
Series B Liberty Group Stock for every two shares of Series B Liberty Group
Stock owned (the "Liberty Group Stock Dividend"). The Liberty Group Stock
Dividend has been treated as a stock split, and accordingly, all share and
per share amounts have been retroactively restated to reflect the Liberty
Group Stock Dividend.
In conjunction with the Distribution, the TSAT Distribution, and the
Liberty Group Stock Dividend, the weighted average cost basis of the Plan's
shares of Series A TCI Group Stock, Series A Liberty Group Stock and TSAT
Series A common stock was adjusted.
Annually participants are given an option to transfer their fund balance
into the TCI Employee Stock Purchase Plan. There were no such transfers in
1996 or 1995. Such transfers aggregated $7,000 from the Stock Fund and
$123,000 from the Income Accumulation Fund during 1994.
(continued)
8
<PAGE>
UNITED ARTISTS THEATRE CIRCUIT, INC.
EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
Until 1996, the participants had the choice to invest their contributions
in either the common stock of TCI ("Stock Fund") or an Income Accumulation
Fund. Lump-sum payments received by participants from other qualified
plans could also be deposited into the Plan as "rollover contributions".
In 1996, all assets of the Income Accumulation Fund and the Stock Fund were
combined into one fund. At December 31, 1996, approximately 2,000
participants had balances remaining in the plan.
There were no contributions or forfeitures (due to a participant's
termination prior to full vesting) during 1996, 1995 and 1994 as the Plan
was inactive. Vested benefits become distributable if a participant dies,
suffers total disability, retires, or terminates employment for any other
reason. Benefits are generally payable in a single lump sum equal to the
participant's vested benefits or, upon participant termination, in not more
than five annual installments if the participant's vested benefits exceed
$3,500. Benefits are paid in cash or shares of TCI common stock at the
participant's or beneficiary's (as applicable) election.
The Plan Committee is responsible for the management and operation of the
Plan. The Plan provides for "hardship withdrawals" by participants under
certain circumstances, subject to approval by the Plan Committee.
(3) Other Investment
----------------
Other investment (at contract value) at December 31 is shown below:
<TABLE>
<CAPTION>
1996 1995
--------- -------
<S> <C> <C>
Description amounts in thousands
-----------
Prudential Insurance
Company of America
Retirement Annuity $1,014 973
====== ======
</TABLE>
The contract value of the above investment approximates its fair value at
December 31, 1996 and 1995.
(continued)
9
<PAGE>
UNITED ARTISTS THEATRE CIRCUIT, INC.
EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
(4) Change in Unrealized Appreciation (Depreciation)
------------------------------------------------
Unrealized appreciation (depreciation) of investments for the years ended
December 31, 1996, 1995 and 1994, is calculated as follows:
<TABLE>
<CAPTION>
1996 1995 1994
--------- -------- --------
<S> <C> <C> <C>
amounts in thousands
End of year $ 6,801 14,189 9,111
Change in unrealized appreciation
of distributions 673 1,118 636
Less beginning of year (14,189) (9,111) (22,812)
-------- ------- -------
Net unrealized appreciation
(depreciation) of investments $ (6,715) $ 6,196 (13,065)
======== ======= =======
</TABLE>
(5) Proceeds Received Upon Settlement of Claim
------------------------------------------
During 1995 and 1994, the Plan received proceeds related to the settlement
of a claim by former employees of United Artists Theatre Circuit ("UATC")
which Old TCI acquired in the TCI/UAE Merger and subsequently sold in May
1992. Such employees claimed they did not receive the proper stock
valuation price at the time of the UATC sale in 1992. TCI and UATC settled
the claim and contributed a total of $14,000 and $398,000 to the Plan
during the years ended December 31, 1995 and 1994, for the benefit of the
former employees. Such contributions were distributed to the former
employees in the year in which they were contributed to the Plan.
(continued)
10
<PAGE>
UNITED ARTISTS THEATRE CIRCUIT, INC.
EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
(6) Reconciliation to Form 5500
---------------------------
The following represents a reconciliation between the Statement of Net
Assets Available for Participant Benefits included in the accompanying
financial statements and the Form 5500 at December 31, 1996 and 1995
(amounts in thousands):
<TABLE>
<CAPTION>
<S> <C>
Net Assets Available for Participant Benefits -
financial statements - December 31, 1996 $25,706
Benefits payable to participants (726)
-------
Net Assets Available for Participant Benefits - Form $24,980
5500 - December 31, 1996 =======
Net Assets Available for Participant Benefits - $34,634
financial statements - December 31, 1995
Benefits payable to participants (512)
-------
Net Assets Available for Participant Benefits -
Form 5500 - December 31, 1995 $34,122
=======
</TABLE>
The following represents a reconciliation between distributions to
participants in the Statement of Changes in Net Assets Available for
Participant Benefits included in the accompanying financial statements and
the Form 5500 for the year ended December 31, 1996 (amounts in thousands):
<TABLE>
<CAPTION>
<S> <C> <C>
Distributions to participants -
financial statements $2,406
Reversal of prior year benefits
payable to participants (512)
Benefits payable to participants 726
------
Distributions to participants - Form 5500 $2,620
======
</TABLE>
11
<PAGE>
Schedule 1
----------
UNITED ARTISTS THEATRE CIRCUIT, INC.
EMPLOYEE STOCK PURCHASE PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1996
(amounts in thousands)
<TABLE>
<CAPTION>
(a)* (b) (c) (d) (e)
Description of investment Current
Identity of issuer including par value Cost value
- ----- --------------------------------- ----------------------------------------------------- --------- --------
<S> <C> <C> <C> <C>
Tele-Communications, Inc. Series A TCI Group common stock, par value
$1.00 per share $12,268 15,178
Tele-Communications, Series A Liberty Media
Inc. Group common stock,
par value $1.00 per share $ 4,484 8,393
TCI Satellite Entertainment, Inc. Series A TSAT common stock, par value $1.00 per share $ 1,199 1,177
Prudential Insurance Retirement annuity
Company of America contract $ 1,014 1,014
</TABLE>
*None of the issuers represent parties in interest to the Plan.
See accompanying independent auditors' report.
12
<PAGE>
EXHIBIT INDEX
-------------
Shown below is the exhibit which is filed as a part of this Report -
23 - Consent of KPMG Peat Marwick LLP
<PAGE>
Exhibit 23
----------
Consent of Independent Auditors
-------------------------------
The Plan Committee
United Artists Theatre Circuit, Inc.
Employee Stock Purchase Plan:
We consent to incorporation by reference in the registration statement (No. 33-
44543) on Form S-8 of the United Artists Theatre Circuit, Inc. Employee Stock
Purchase Plan of our report dated June 23, 1997, relating to the statements of
net assets available for participant benefits of the United Artist Theatre
Circuit, Inc. Employee Stock Purchase Plan as of December 31, 1996 and 1995, and
the related statements of changes in net assets available for participant
benefits for each of the years in the three-year period ended December 31, 1996,
and the related schedule, which report appears in the December 31, 1996 Annual
Report on Form 11-K of the United Artists Theatre Circuit, Inc. Employee Stock
Purchase Plan.
KPMG Peat Marwick LLP
Denver, Colorado
June 23, 1997
