<PAGE>
As filed with the Securities and Exchange Commission on June __, 1998
Registration No. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
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.)
5619 DTC PARKWAY
ENGLEWOOD, COLORADO 80111-3000
(Address of Principal Executive Offices) (Zip Code)
TELE-COMMUNICATIONS, INC. 1998 INCENTIVE PLAN
(Full title of the plan)
STEPHEN M. BRETT, ESQ.
TELE-COMMUNICATIONS, INC.
TERRACE TOWER II
5619 DTC PARKWAY
ENGLEWOOD, COLORADO 80111-3000
(Name and address of agent for service)
(303) 267-5500
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
PROPOSED
MAXIMUM
TITLE OF EACH CLASS OF AMOUNT PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED (1)(2) PER SHARE (3) PRICE (3) FEE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Tele-Communications, Inc.
Series A TCI Group Common ) )
Stock, par value $1.00 ) )
per share.................... ) 10,000,000 shares (4) ) $42.94
) )
) )
Tele-Communications, Inc.
Series B TCI Group Common
Stock, par value $1.00
per share....................
) )
) )
) )
Tele-Communications, Inc. ) )
Series A Liberty Media ) ) ) )
Group Common Stock, par ) ) ) )
value $1.00 per share........ ) 7,500,000 shares (4) ) $40.50 ) $880,075,000 ) $259,622.13
) ) ) )
) ) ) )
) )
) )
) )
) )
Tele-Communications, Inc.
Series B Liberty Media
Group Common Stock, par
value $1.00 per share........
Tele-Communications, Inc.
Series A TCI Ventures ) )
Group Common Stock, par ) )
value $1.00 per share........ ) 7,500,000 shares (4) ) $19.59
) )
) )
Tele-Communications, Inc.
Series B TCI Ventures
Group Common Stock, par
value $1.00 per share........
====================================================================================================================================
</TABLE>
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the
"Securities Act"), this registration statement shall be deemed to cover
additional securities that may be offered or issued to prevent dilution
resulting from stock splits, stock dividends or similar transactions.
(2) In addition, pursuant to Rule 416(c) under the Securities Act, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and Rule 457(c) of the Securities Act on the basis of
the average of the high and low sales prices reported on the National Market
tier of The Nasdaq Stock Market for each
<PAGE>
of the Series B TCI Group Common Stock, the Series B Liberty Media Group Common
Stock and the Series B TCI Ventures Group Common Stock on June 26, 1998
(which average prices were higher on such date than those of the Series A TCI
Group Common Stock, the Series A Liberty Media Group Common Stock and the Series
A TCI Ventures Group Common Stock, respectively).
(4) This registration statement registers a maximum aggregate of (i) 10,000,000
shares of Series A TCI Group Common Stock or Series B TCI Group Common Stock or
a combination of both of such series, (ii) 7,500,000 shares of Series A Liberty
Media Group Common Stock or Series B Liberty Media Group Common Stock or a
combination of both of such series, and (iii) 7,500,000 shares of Series A TCI
Ventures Group Common Stock or Series B TCI Ventures Group Common Stock or a
combination of both of such series, all which may be issued as awards or
pursuant to awards granted under the Tele-Communications, Inc. 1998 Incentive
Plan.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the employee benefit plan information
required by Item 1 of Part I of this Form and the statement of availability of
registrant information and other information required by Item 2 of Part I of
this Form will be sent or given to participants as specified by Rule 428(b)(1)
under the Securities Act. In accordance with Rule 428(a) and the requirements
of Part I of Form S-8, such documents are not being filed with the Securities
and Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. The Registrant shall maintain a file of such
documents in accordance with the provisions of Rule 428(a)(2) under the
Securities Act. Upon request, the Registrant shall furnish to the Commission or
its staff a copy or copies of any or all of the documents included in such file.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Tele-Communications, Inc. (the "Company"), hereby incorporates by reference
in this Registration Statement the following documents filed by the Company with
the Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (Commission File No. 0-20421):
(i) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
(ii) The Company's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 1998.
(iii) The Company's Current Report on Form 8-K, dated February 25, 1998
(iv) The Company's Current Report on Form 8-K as amended by Form 8-K/A
(Amendment No. 1), dated March 6, 1998.
(v) Item 1 of the Company's registration statement on Form 8-A as
amended by Form 8-A/A (Amendment No. 3), dated October 9, 1997.
(vi) Item 1 of the Company's registration statement on Form 8-A as
amended by Form 8-A/A (Amendment No. 1), dated August 28, 1997.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated in this
Registration Statement by reference and to be a part hereof from the respective
dates of the filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
The validity of the shares registered hereby is being passed upon for the
Company by Stephen M. Brett, Esq., Executive Vice President and General Counsel
of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides, generally,
that a corporation shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (except actions by or in the right of the
corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation against all expenses, judgments,
fines and amounts paid in settlement
II-1
<PAGE>
actually and reasonably incurred by such person in connection with such action,
suit or proceeding if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. A corporation may
similarly indemnify such person for expenses actually and reasonably incurred by
such person in connection with the defense or settlement of any action or suit
by or in the right of the corporation, provided such person acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, and, in the case of claims, issues and
matters as to which such person shall have been adjudged liable to the
corporation, provided that a court shall have determined, upon application,
that, despite the adjudication of liability but in view of all of the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.
Section 102(b)(7) of the Delaware General Corporation Law provides,
generally, that the certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision may not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
section 174 of Title 8 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit. No
such provision may eliminate or limit the liability of a director for any act or
omission occurring prior to the date when such provision became effective.
Article V, Section E of the Company's Restated Certificate of Incorporation
provides as follows:
"1. Limitation On Liability.
-----------------------
To the fullest extent permitted by the Delaware General Corporation
Law as the same exists or may hereafter be amended, a director of the
Corporation shall not be liable to the Corporation or any of its
stockholders for monetary damages for breach of fiduciary duty as a
director. Any repeal or modification of this paragraph 1 shall be
prospective only and shall not adversely affect any limitation, right
or protection of a director of the Corporation existing at the time of
such repeal or modification.
2. Indemnification.
---------------
(a) RIGHT TO INDEMNIFICATION. The Corporation shall indemnify and
hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is
made or is threatened to be made a party or is otherwise involved in
any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "proceeding") by reason of the fact
that he, or a person for whom he is the legal representative, is or
was a director or officer of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture,
trust, enterprise or nonprofit entity, including service with respect
to employee benefit plans, against all liability and loss suffered and
expenses (including attorneys' fees) reasonably incurred by such
person. Such right of indemnification shall inure whether or not the
claim asserted is based on matters which antedate the adoption of this
Section E. The Corporation shall be required to indemnify a person in
connection with a proceeding (or part thereof) initiated by such
person only if the proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation.
(b) PREPAYMENT OF EXPENSES. The Corporation shall pay the expenses
(including attorneys' fees) incurred in defending any proceeding in
advance of its
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<PAGE>
final disposition, provided, however, that the payment of expenses
incurred by a director or officer in advance of the final disposition
of the proceeding shall be made only upon receipt of an undertaking by
the director or officer to repay all amounts advanced if it should be
ultimately determined that the director or officer is not entitled to
be indemnified under this paragraph or otherwise.
(c) CLAIMS. If a claim for indemnification or payment of expenses
under this paragraph is not paid in full within 60 days after a
written claim therefor has been received by the Corporation, the
claimant may file suit to recover the unpaid amount of such claim and,
if successful in whole or in part, shall be entitled to be paid the
expense of prosecuting such claim. In any such action the Corporation
shall have the burden of proving that the claimant was not entitled to
the requested indemnification or payment of expenses under applicable
law.
(d) NON-EXCLUSIVITY OF RIGHTS. The rights conferred on any person by
this paragraph shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of
this Certificate, the Bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.
(e) OTHER INDEMNIFICATION. The Corporation's obligation, if any, to
indemnify any person who was or is serving at its request as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust, enterprise or nonprofit entity
shall be reduced by any amount such person may collect as
indemnification from such other corporation, partnership, joint
venture, trust, enterprise or nonprofit entity.
3. Amendment or Repeal.
-------------------
Any repeal or modification of the foregoing provisions of this Section
E shall not adversely affect any right or protection hereunder of any
person in respect of any act or omission occurring prior to the time
of such repeal or modification."
Article II, Section 2.9 of the Company's Bylaws also contains an indemnity
provision, requiring the Company to indemnify members of the Board of Directors
and officers of the Company and their respective heirs, personal representatives
and successors in interest for or on account of any action performed on behalf
of the Company, to the fullest extent provided by the laws of the State of
Delaware and the Company's Restated Certificate of Incorporation, as then or
thereafter in effect.
The Company has also entered into indemnification agreements with each of
its directors (each director, an "indemnitee"). The indemnification agreements
provide (i) for the prompt indemnification to the fullest extent permitted by
law against any and all expenses, including attorneys' fees and all other costs,
expenses and obligations paid or incurred in connection with investigating,
defending, being a witness or participating in (including on appeal), or in
preparing for ("Expenses"), any threatened, pending or completed action, suit or
proceeding, or any inquiry or investigation ("Claim"), related to the fact that
such indemnitee is or was a director, officer, employee, agent or fiduciary of
the Company or is or was serving at the Company's request as a director,
officer, employee, trustee, agent or fiduciary of another corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise, or
by reason of anything done or not done by a director or officer in any such
capacity, and against any and all judgments, fines, penalties and amounts paid
in settlement (including all interest, assessments and other charges paid or
payable in connection therewith) of any Claim, unless the Reviewing Party (one
or more members of the Board of Directors or other person appointed by the Board
of Directors, who is not a party to the particular claim, or independent legal
counsel) determines that such indemnification is not permitted under applicable
law and (ii) for the prompt advancement of Expenses, and for reimbursement to
the Company if the Reviewing Party determines that such indemnitee is not
entitled to such indemnification under applicable law. In addition, the
indemnification agreements provide (i) a mechanism through which an indemnitee
may seek court relief in the event the Reviewing Party determines that the
indemnitee would not be permitted to be indemnified under applicable law (and
II-3
<PAGE>
therefore is not entitled to indemnification or expense advancement under the
indemnification agreement) and (ii) indemnification against all expenses
(including attorneys' fees), and advancement thereof if requested, incurred by
the indemnitee in seeking to collect an indemnity claim or advancement of
expenses from the Company or incurred in seeking to recover under a directors'
and officers' liability insurance policy, regardless of whether successful or
not. Furthermore, the indemnification agreements provide that after there has
been a "change in control" in the Company (as defined in the indemnification
agreements), other than a change in control approved by a majority of directors
who were directors prior to such change, then, with respect to all
determinations regarding a right to indemnity and the right to advancement of
Expenses, the Company will seek legal advice only from independent legal counsel
selected by the indemnitee and approved by the Company.
The indemnification agreements impose upon the Company the burden of
proving that an indemnitee is not entitled to indemnification in any particular
case and negate certain presumptions that may otherwise be drawn against an
indemnitee seeking indemnification in connection with the termination of actions
in certain circumstances. Indemnities' rights under the indemnification
agreements are not exclusive of any other rights they may have under Delaware
law, the Company's Bylaws or otherwise. Although not requiring the maintenance
of directors' and officers' liability insurance, the indemnification agreements
require that an indemnitee be provided with the maximum coverage available for
any director or officer of the Company if there is such a policy.
The Company may purchase liability insurance policies covering its
directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of the Company dated August 4,
1994, as amended on August 4, 1994, August 16, 1994, October 11, 1994,
October 21, 1994, January 26, 1995, August 3, 1995, August 3, 1995,
January 25, 1996, January 25, 1996, April 7, 1997, August 28, 1997,
December 31, 1997 and December 31, 1997 (Incorporated herein by
reference to Exhibit 3.1 of the Company's Annual Report on Form 10-K
for the year ended December 31, 1997 (Commission File No. 0-20421)).
4.2 Bylaws of the Company as adopted June 16, 1994 (Incorporated herein by
reference to Exhibit 3.2 of the Company's Annual Report on Form 10-K
for the year ended December 31, 1994, as amended by Form 10-K/A
(Commission File No. 0-20421)).
4.3 Specimen Stock Certificate for the Tele-Communications, Inc. Series A
TCI Group Common Stock, par value $1.00 per share (Incorporated herein
by reference to Exhibit 4.3 of Amendment No. 1 to the Company's
registration statement on Form 8-A, which was subsequently amended by
Form 8-A/A (Amendment Nos. 1, 2 and 3) (Commission File No. 0-20421)).
4.4 Specimen Stock Certificate for Tele-Communications, Inc. Series A
Liberty Media Group Common Stock, par value $1.00 per share
(Incorporated herein by reference to Exhibit 4.5 of Amendment No. 1 to
the Company's registration statement on Form 8-A, which was
subsequently amended by Form 8-A/A (Amendment Nos. 1, 2 and 3)
(Commission File No. 0-20421)).
4.5 Specimen Stock Certificate for Tele-Communications, Inc. Series A TCI
Ventures Group Common Stock, par value $1.00 per share, of the Company
(Incorporated herein by reference to Exhibit 4.3 of the Company's
registration statement on Form S-8, filed with the Commission on
November 13, 1997 (No. 333-40141)).
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<PAGE>
4.6 Specimen Stock Certificate for Tele-Communications, Inc. Series B TCI
Group Common Stock, par value $1.00 per share, of the Company
(Incorporated herein by reference to Exhibit 4.4 of Amendment No. 1
to the Company's registration statement on Form 8-A, which was
subsequently amended by Form 8-A/A (Amendment Nos. 1, 2 and 3)
(Commission File No. 0-20421)).
4.7 Specimen Stock Certificate for Tele-Communications, Inc. Series B
Liberty Media Group Common Stock, par value $1.00 per share, of the
Company (Incorporated herein by reference to Exhibit 4.6 of Amendment
No. 1 to the Company's registration statement on Form 8-A, which was
subsequently amended by Form 8-A/A (Amendment Nos. 1, 2 and 3)
(Commission File No. 0-20421)).
4.8 Specimen Stock Certificate for Tele-Communications, Inc. Series B TCI
Ventures Group Common Stock, par value $1.00 per share, of the
Company.
4.9 Tele-Communications, Inc. 1998 Incentive Plan (Incorporated herein by
reference to Appendix A to the Company's Proxy Statement relating to
the 1998 Annual Meeting of Stockholders, dated April 30, 1998, filed
pursuant to Section 14 of the Exchange Act (Commission File No. 0-
20421)).
5 Opinion of Stephen M. Brett, Esq.
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 Audit Plc.
23.6 Consent of Deloitte & Touche LLP.
23.7 Consent of KPMG Peat Marwick LLP.
23.8 Consent of Stephen M. Brett, Esq. (included in Exhibit 5).
24 Power of Attorney (included herein on page II-8).
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of the prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price
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<PAGE>
represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
- -------- -------
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with the Commission by the
Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the Exchange
Act) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 6 above, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Greenwood Village, State of Colorado, on June
29, 1998.
TELE-COMMUNICATIONS, INC.
By: /s/ STEPHEN M. BRETT
---------------------------------------------
Name: Stephen M. Brett
Title: Executive Vice President and Secretary
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<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Stephen M. Brett, Esq. and Elizabeth M. Markowski,
Esq., and each of them, his true and lawful attorneys-in-fact and agents with
full power of substitution and re-substitution for him and in his name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents and each of them
full power and authority, to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, to all intents and
purposes and as fully as they might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their substitutes may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed by the following persons (which persons
constitute a majority of the Board of Directors) in the capacities and on the
dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ JOHN C. MALONE
- -------------------------- Chairman of the Board, Chief June 29, 1998
(John C. Malone) Executive Officer and
Director (Principal Executive
Officer)
/s/ LEO J. HINDERY, JR.
- -------------------------- President, Chief Operating June 29, 1998
(Leo J. Hindery, Jr.) Officer and Director
/s/ DONNE F. FISHER
- -------------------------- Director June 29, 1998
(Donne F. Fisher)
- -------------------------- Director
(John W. Gallivan)
/s/ PAUL A. GOULD
- -------------------------- Director June 29, 1998
(Paul A. Gould)
- -------------------------- Director
(Jerome H. Kern)
- -------------------------- Director
(Kim Magness)
/s/ ROBERT A. NAIFY
- -------------------------- Director June 18, 1998
(Robert A. Naify)
/s/ J.C. SPARKMAN
- -------------------------- Director June 29, 1998
(J.C. Sparkman)
/s/ BERNARD W. SCHOTTERS
- -------------------------- Senior Vice President and June 29, 1998
(Bernard W. Schotters) Treasurer
(Principal Financial Officer)
/s/ GARY K. BRACKEN
- -------------------------- Executive Vice President of June 29, 1998
(Gary K. Bracken) TCI Communications, Inc.
(Principal Accounting
Officer)
</TABLE>
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<PAGE>
The Plan. Pursuant to the requirements of the Securities Act, the persons
who administer the Plan have 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 29, 1998.
TELE-COMMUNICATIONS, INC. 1998 INCENTIVE PLAN
By: /s/ GARY BRACKEN
______________________________
Name: Gary Bracken
Title: Plan Administrator
II-9
<PAGE>
EXHIBIT INDEX
4.1 Restated Certificate of Incorporation of the Company dated August 4,
1994, as amended on August 4, 1994, August 16, 1994, October 11,
1994, October 21, 1994, January 26, 1995, August 3, 1995, August 3,
1995, January 25, 1996, January 25, 1996, April 7, 1997, August 28,
1997, December 31, 1997 and December 31, 1997 (Incorporated herein by
reference to Exhibit 3.1 of the Company's Annual Report on Form 10-K
for the year ended December 31, 1997 (Commission File No. 0-20421)).
4.2 Bylaws of the Company as adopted June 16, 1994 (Incorporated herein
by reference to Exhibit 3.2 of the Company's Annual Report on Form
10-K for the year ended December 31, 1994, as amended by Form 10-K/A
(Commission File No. 0-20421)).
4.3 Specimen Stock Certificate for the Tele-Communications, Inc. Series A
TCI Group Common Stock, par value $1.00 per share (Incorporated
herein by reference to Exhibit 4.3 of Amendment No. 1 to the
Company's registration statement on Form 8-A, which was subsequently
amended by Form 8-A/A (Amendment Nos. 1, 2 and 3) (Commission File
No. 0-20421)).
4.4 Specimen Stock Certificate for Tele-Communications, Inc. Series A
Liberty Media Group Common Stock, par value $1.00 per share
(Incorporated herein by reference to Exhibit 4.5 of Amendment No. 1
to the Company's registration statement on Form 8-A, which was
subsequently amended by Form 8-A/A (Amendment Nos. 1, 2 and 3)
(Commission File No. 0-20421)).
4.5 Specimen Stock Certificate for Tele-Communications, Inc. Series A TCI
Ventures Group Common Stock, par value $1.00 per share, of the
Company (Incorporated herein by reference to Exhibit 4.3 of the
Company's registration statement on Form S-8, filed with the
Commission on November 13, 1997 (No. 333-40141)).
4.6 Specimen Stock Certificate for Tele-Communications, Inc. Series B TCI
Group Common Stock, par value $1.00 per share, of the Company
(Incorporated herein by reference to Exhibit 4.4 of Amendment No. 1
to the Company's registration statement on Form 8-A, which was
subsequently amended by Form 8-A/A (Amendment Nos. 1, 2 and 3)
(Commission File No. 0-20421)).
4.7 Specimen Stock Certificate for Tele-Communications, Inc. Series B
Liberty Media Group Common Stock, par value $1.00 per share, of the
Company (Incorporated herein by reference to Exhibit 4.6 of Amendment
No. 1 to the Company's registration statement on Form 8-A, which was
subsequently amended by Form 8-A/A (Amendment Nos. 1, 2 and 3)
(Commission File No. 0-20421)).
4.8 Specimen Stock Certificate for Tele-Communications, Inc. Series B TCI
Ventures Group Common Stock, par value $1.00 per share, of the
Company.
4.9 Tele-Communications, Inc. 1998 Incentive Plan (Incorporated herein by
reference to Appendix A to the Company's Proxy Statement relating to
the 1998 Annual Meeting of Stockholders, dated April 30, 1998, filed
pursuant to Section 14 of the Exchange Act (Commission File No. 0-
20421)).
5 Opinion of Stephen M. Brett, Esq.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of KPMG Peat Marwick LLP.
<PAGE>
23.4 Consent of KPMG Peat Marwick LLP.
23.5 Consent of KPMG Audit Plc.
23.6 Consent of Deloitte & Touche LLP.
23.7 Consent of KPMG Peat Marwick LLP.
23.8 Consent of Stephen M. Brett, Esq. (included in Exhibit 5).
24 Power of Attorney (included herein on page II-8).
<PAGE>
EXHIBIT 4.8
-----------
SERIES B TCI VENTURES GROUP SERIES B TCI VENTURES GROUP
COMMON STOCK COMMON STOCK
NUMBER SHARES
- ------ ------
VB
-------------------- -------------------
INCORPORATED UNDER THE LAWS OF SEE REVERSE FOR
THE STATE OF DELAWARE CERTAIN DEFINITIONS
CUSIP 87924V 87 9
[TCI LOGO]
TELE-COMMUNICATIONS, INC.
SERIES B TCI VENTURES GROUP COMMON STOCK
THIS CERTIFIES THAT
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF SERIES B TCI VENTURES GROUP
COMMON STOCK OF THE PAR VALUE OF $1 PER SHARE OF TELE-COMMUNICATIONS, INC. (the
"Corporation") transferable on the books of the Corporation by the holder hereof
in person or by duly authorized attorney upon surrender of this Certificate
properly endorsed. The Corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof of the Corporation and the qualifications, limitations or restrictions
of such preferences and/or rights. This Certificate is not valid unless
countersigned by the Transfer Agent and Registrar of the Corporation.
WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated:
COUNTERSIGNED:
THE BANK OF NEW YORK
(NEW YORK)
TRANSFER AGENT
AND REGISTRAR
TELE-COMMUNICATIONS, INC.
CORPORATE SEAL 1994
-DELAWARE-
BY: /S/ Stephen M. Brett /s/ Leo J. Hindery, Jr.
AUTHORIZED SIGNATURE SECRETARY PRESIDENT
<PAGE> 2
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<CAPTION>
<S> <C>
TEN COM- as tenants in common UNIF GIFT MIN ACT ______________ Custodian ______________
TEN ENT- as tenants by the entireties (Cust) (Minor)
JT TEN- as joint tenants with right of
survivorship and not as tenants under Uniform Gifts to Minors
in common Act ______________________________________________________
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
For Value received, __________________________________ hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- ---------------------------------------
- -------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
- -------------------------------------------------------------------------------
_______________________________________________________________________ Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint ____________________________________________
___________________________________________________________________ Attorney to
transfer the said stock on the books of the within-named Corporation with full
power of substitution in the premises.
Dated, __________________________
X
____________________________________________________________
X
____________________________________________________________
NOTICE: THE SIGNATURE(S) TO THE ASSIGNMENT MUST CORRESPOND WITH
THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER.
SIGNATURE(S) GUARANTEED:
By:
_____________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM), PURSUANT TO S.E.C. RULE 17AD-15.
<PAGE>
EXHIBIT 5
---------
____________, 1998
Board of Directors
Tele-Communications, Inc.
Terrace Tower II
5619 DTC Parkway
Englewood, Colorado 80111-3000
Dear Sirs:
I am Executive Vice President, Secretary and General Counsel of Tele-
Communications, Inc., a Delaware corporation (the "Company"), and this opinion
is being delivered in connection with the filing of the Company's Registration
Statement on Form S-8 (the "Registration Statement"), with respect to the
registration under the Securities Act of 1933, as amended, of a maximum
aggregate of (i) 10,000,000 shares of the Company's Tele-Communications, Inc.
Series A TCI Group Common Stock, par value $1.00 per share, or Tele-
Communications, Inc. Series B TCI Group Common Stock, par value $1.00 per share,
or a combination of both such series (the "TCI Group Shares"), (ii) 7,500,000
shares of the Company's Tele-Communications, Inc. Series A Liberty Media Group
Common Stock, par value $1.00 per share, or Tele-Communications, Inc. Series B
Liberty Media Group Common Stock, par value $1.00 per share, or a combination of
both such series (the "Liberty Group Shares"), and (iii) 7,500,000 shares of the
Company's Tele-Communications, Inc. Series A TCI Ventures Group Common Stock,
par value $1.00 per share, or Tele-Communications, Inc. Series B TCI Ventures
Group Common Stock, par value $1.00 per share, or a combination of both such
series (the "Ventures Group Shares" and, collectively with the TCI Group Shares
and the Liberty Media Group Shares, the "Shares"), that are issuable as awards
or upon the exercise of awards granted or to be granted under the Tele-
Communications, Inc. 1998 Incentive Plan (the "Plan").
In connection therewith, I have examined, among other things, the
originals, certified copies or copies otherwise identified to my satisfaction as
being copies of originals, of the Restated Certificate of Incorporation and By-
Laws of the Company, as amended; minutes of proceedings of the Company's Board
of Directors, including committees thereof, relating to the adoption of the
Plan, the reservation of shares for issuance thereunder and the grant of awards;
the Company's Proxy Statement relating to the Company's 1998 Annual Meeting of
Stockholders, dated April 30, 1998, relating to the annual meeting of the
Company's stockholders held on June 16, 1998; the Plan;
<PAGE>
, 1998
Page 2
agreements pertaining to awards granted under the Plan; the form of agreements
pertaining to awards that may be granted under the Plan; and such other
documents, records, certificates of public officials and questions of law as I
deemed necessary or appropriate for the purpose of this opinion. In rendering
this opinion, I have relied, to the extent I deemed such reliance appropriate,
on certificates of officers of the Company as to factual matters. I have assumed
the authenticity of all documents submitted to me as originals and the
conformity to authentic original documents of all documents submitted to me as
certified, conformed or reproduction copies. I have further assumed that there
will be no changes in applicable law between the date of this opinion and the
date Shares are issued or sold pursuant to the Plan and the Registration
Statement.
Based upon the foregoing, I am of the opinion that each of the TCI
Group Shares, Liberty Group Shares and TCI Ventures Group Shares that may be
issued as awards, or issued and sold upon the exercise of awards, granted or to
be granted under the Plan have been duly authorized and, when issued and sold in
accordance with the terms of the Plan (and any applicable agreement pertaining
to awards granted or to be granted under the Plan), will be validly issued,
fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to me contained therein under the
heading "Item 5. Interest of Named Experts and Counsel" in Part II of the
Registration Statement. In giving the foregoing consent, I do not admit that I
am in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ STEPHEN M. BRETT
Stephen M. Brett
Executive Vice President, Secretary and
General Counsel
<PAGE>
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-8 of Tele-Communications, Inc. of our reports, dated March 20, 1998,
relating to the consolidated balance sheets of Tele-Communications, Inc. and
subsidiaries as of December 31, 1997 and 1996, 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, 1997, and all related
financial statement schedules, which reports appear in the December 31, 1997
Annual Report on Form 10-K of Tele-Communications, Inc.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Denver, Colorado
June 23, 1998
<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-8 of Tele-Communications, Inc. of our report, dated March 20, 1998,
relating to the combined balance sheets of TCI Group as of December 31, 1997 and
1996, and the related combined statements of operations, equity (deficit), and
cash flows for each of the years in the three-year period ended December 31,
1997, which report appears in the December 31, 1997 Annual Report on Form 10-K
of Tele-Communications, Inc. Our report covering the combined financial
statements refers to the effects of not consolidating TCI Group's interest in
Liberty Media Group and TCI Ventures Group for all periods that TCI Group has an
interest in Liberty Media Group and TCI Ventures Group, respectively.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Denver, Colorado
June 23, 1998
<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-8 of Tele-Communications, Inc. of our report, dated March 20, 1998,
relating to the combined balance sheets of Liberty Media Group as of December
31, 1997 and 1996, and the related combined statements of operations, equity,
and cash flows for each of the years in the three-year period ended December 31,
1997, which report appears in the December 31, 1997 Annual Report on Form 10-K
of Tele-Communications, Inc.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Denver, Colorado
June 23, 1998
<PAGE>
Exhibit 23.4
------------
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-8 of Tele-Communications, Inc. of our report, dated March 20, 1998,
relating to the combined balance sheets of TCI Ventures Group as of December 31,
1997 and 1996, and the related combined statements of operations, equity, and
cash flows for each of the years in the three-year period ended December 31,
1997, which report appears in the December 31, 1997 Annual Report on Form 10-K
of Tele-Communications, Inc.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Denver, Colorado
June 23, 1998
<PAGE>
Exhibit 23.5
------------
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders of
Telewest Communications plc:
We consent to the incorporation by reference in the registration statement on
Form S-8 of Tele-Communications, Inc. of our report, dated March 19, 1998,
relating to the consolidated balance sheet of Telewest Communications plc and
subsidiaries as of December 31, 1997 and 1996, and the related consolidated
statements of operations and cash flows for each of the years in the three year
period ended December 31, 1997, which report appears in the December 31, 1997
Annual Report on Form 10-K of Tele-Communications, Inc.
/s/ KPMG Audit Plc
KPMG Audit Plc
Chartered Accountants
Registered Auditors
London, England
June 22, 1998
<PAGE>
Exhibit 23.6
------------
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this registration statement of
Tele-Communications, Inc. on Form S-8 of our report dated February 3, 1998, on
the consolidated financial statements of Sprint Spectrum Holding Company, L.P.
and subsidiaries (which expresses an unqualified opinion and includes an
explanatory paragraph referring to the emergence from the development stage of
Sprint Spectrum Holding Company, L.P. and subsidiaries) appearing in the Annual
Report on Form 10-K of Tele-Communications, Inc. for the year ended December 31,
1997.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Kansas City, Missouri
June 29, 1998
<PAGE>
Exhibit 23.7
------------
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Cablevision Systems Corporation
We consent to the incorporation by reference in the registration statement on
Form S-8 of Tele-Communications, Inc. of our report, dated April 1, 1997,
relating to the consolidated balance sheets of Cablevision Systems Corporation
and subsidiaries as of December 31, 1996 and 1995, and the related consolidated
statements of operations, stockholders' deficiency and cash flows for each of
the years in the three-year period ended December 31, 1996, and the related
financial statement schedule, which report appears in the Current Report on Form
8-K, as amended by Form 8-K/A (Amendment No. 1) of Tele-Communications, Inc.,
dated March 6, 1998.
/s/KPMG Peat Marwick, L.L.P.
KPMG Peat Marwick, L.L.P.
Jericho, New York
June 23, 1998
