<PAGE>
As filed with the Securities and Exchange Commission on February 8, 1999
Registration No. 333-70999
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
Amendment No.1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TELE-COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<CAPTION>
Delaware 84-1260157
<S> <C>
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
</TABLE>
---------------
5619 DTC Parkway
Englewood, Colorado 80111-3000
(303) 267-5500
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
---------------
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 Agent for Service)
---------------
Copy to:
Charles Y. Tanabe, Esq. Lee D. Charles, Esq.
Liberty Media Corporation Baker & Botts, L.L.P.
8101 E. Prentice Avenue 599 Lexington Avenue
Englewood, Colorado 80111 New York, New York 10022
(303) 721-5400 (212) 705-5000
---------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
---------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
SUBJECT TO COMPLETION, DATED FEBRUARY 8, 1999
PROSPECTUS
TELE-COMMUNICATIONS, INC.
SERIES A LIBERTY MEDIA GROUP COMMON STOCK
Tele-Communications, Inc. Series A Liberty Media Group Common Stock trades
on the Nasdaq National Market under the symbol "LBTYA." On February 5, 1999,
the last sale price reported by Nasdaq was $51 5/8 per share.
Our subsidiary, Tele-Communications International, Inc., previously issued
$345,000,000 principal amount of 4 1/2% Convertible Subordinated Debentures.
The holders of these Convertible Debentures can exchange outstanding principal
into shares of Series A Liberty Media Group Common Stock. This prospectus
relates to our issuance of the Series A Liberty Media Group Common Stock upon
exchange. On February 5, 1999, holders of Convertible Debentures could
exchange the principal amount into shares of Series A Liberty Media Group
Common Stock at a conversion price of $47.07 per share.
Because the shares of Series A Liberty Media Group Common Stock will only be
issued upon exchange of the Convertible Debentures, we will not receive any
cash proceeds upon the issuance of the shares.
----------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
----------------
You should rely only on the information included in this prospectus. We have
not authorized anyone to provide you with different information. You should
not assume that the information in this prospectus is accurate as of any date
other than date below.
----------------
THE DATE OF THIS PROSPECTUS IS FEBRUARY , 1999.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Our SEC filings are also available
on the SEC's Website at "http://www.sec.gov."
The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information by referring to
those documents. The information incorporated by reference is a part of this
prospectus and will automatically be updated and superseded by the information
we later file. We incorporate by reference the documents listed below and any
future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 prior to the sale of all the shares
covered by this prospectus:
1. Annual Report on Form 10-K for the year ended December 31, 1997, (as
amended on January 7, 1999 and January 12, 1999);
2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998 (as
amended on January 11, 1999), June 30, 1998 (as amended on November 19,
1998 and January 11, 1999) and September 30, 1998 (as amended on January
11, 1999);
3. Current Reports on Form 8-K filed February 27, 1998, March 6, 1998 (as
amended on June 23, 1998 and June 30, 1998), July 1, 1998, October 22,
1998, December 8, 1998, January 7, 1999 (as amended on January 11, 1999)
and January 8, 1999 (as amended on January 8, 1999); and
4. The description of the Liberty Media Group Series A Common Stock
included in Item 1 of TCI's registration statement on Form 8-A (as
amended by Form 8-A/A (Amendments No. 1, 2 and 3)).
You may request a copy of these filings and future filings, at no cost, by
writing or telephoning us at the following address or number:
Tele-Communications, Inc.
5619 DTC Parkway
Englewood, Colorado 80111-5500
Tel: (303) 267-5500
Attn: Corporate Secretary
2
<PAGE>
TELE-COMMUNICATIONS, INC.
Tele-Communications, Inc. or TCI, through its subsidiaries and affiliates,
engages principally in the construction, acquisition, ownership and operation
of cable television systems and the provision of satellite-delivered video
entertainment, information and home shopping programming services to various
video distribution media, principally cable television systems. TCI also has
investments in cable and telecommunications operations and television
programming in certain international markets, as well as investments in
companies and joint ventures involved in developing and providing programming
for new television and telecommunications technologies. TCI is a Delaware
corporation and was incorporated in 1994. TCI Communications, Inc., a
subsidiary of TCI, and its predecessors have been engaged in the cable
television business since the early 1950's.
TCI has its principal offices at Terrace Tower II, 5619 DTC Parkway,
Englewood, Colorado 80111-3000 (telephone number 303-267-5500).
TCI common stock is currently divided into three groups, with each group
intended to reflect the separate performance of a specified group of assets
and businesses of TCI. TCI Group tracking stock is intended to reflect the
separate performance of the "TCI Group," which consists primarily of TCI's
domestic cable television and information distribution business, including the
ownership and operation of various cable television systems, as well as TCI's
minority interests in various partnerships owning and operating cable
television systems.
The Liberty Media Group tracking stock is intended to reflect the separate
performance of the "Liberty Media Group," which consists primarily of TCI's
assets and business relating to production, acquisition and distribution
through all available formats and media of branded entertainment, educational
and informational programming and software, including multimedia products, and
electronic retailing, direct marketing, advertising sales relating to
programming services, infomercials and transaction processing.
TCI Ventures Group tracking stock is intended to reflect the separate
performance of the "TCI Ventures Group," which is comprised of TCI's principal
international assets and businesses and substantially all of TCI's non-cable
and non-programming assets.
RECENT DEVELOPMENTS
Acquisition of TINTA
On November 19, 1998, pursuant to an Agreement and Plan of Merger, dated as
of August 24, 1998, a wholly-owned subsidiary of TCI was merged with and into
Tele-Communications International, Inc. ("TINTA"). As a result of such merger,
TINTA became a wholly-owned subsidiary of TCI and each outstanding share of
TINTA's common stock not already beneficially owned by TCI was converted into
the right to receive .58 of a share of Series A Liberty Media Group Common
Stock, par value $1.00 per share. TINTA's 4 1/2% Convertible Subordinated
Debentures due 2006, which prior to the merger transaction with TCI were
convertible at the option of the holder into shares of Series A Common Stock
of TINTA, remained outstanding obligations of TINTA following the merger, but
as a result thereof became exchangeable into shares of Series A Liberty Media
Group Common Stock at a conversion price of $47.07 per share. As of the date
of this prospectus, there was $344,493,000 aggregate principal amount of
Convertible Debentures outstanding.
3
<PAGE>
The AT&T Merger and the Combination of the Liberty Media Group and the TCI
Ventures Group
General
On June 23, 1998, TCI entered into an Agreement and Plan of Restructuring
and Merger among TCI, AT&T Corp. and Italy Merger Corp., which, subject to the
terms and conditions thereof, provides for the acquisition of TCI by AT&T
Corp. Such acquisition will be effected through the merger of Italy Merger
Corp., a wholly-owned subsidiary of AT&T Corp., with and into TCI, with TCI as
the surviving corporation. As a result of the merger, TCI will become a
wholly-owned subsidiary of AT&T Corp., and stockholders of TCI will become
stockholders of AT&T Corp.
In a separate proposed transaction, TCI announced its intention, subject to
stockholder approval, to reclassify each share of Series A TCI Ventures Group
Common Stock, par value $1.00 per share, as 0.52 of a share of Series A
Liberty Media Group Common Stock and each share of Series B TCI Ventures Group
Common Stock, par value $1.00 per share, as 0.52 of a share of Series B
Liberty Media Group Common Stock, par value $1.00 per share, and in connection
therewith, to combine the assets and businesses of the Liberty Media Group and
the TCI Ventures Group. The combination of the Liberty Media Group and the TCI
Ventures Group is expected to occur prior to, but is not conditional upon, the
consummation of the merger transaction with AT&T Corp. The combined entity
will be called the "Liberty Media Group" and both the Series A and Series B
Liberty Media Common Group Stock will thereafter reflect the separate
performance of the businesses and assets attributed to such combined entity.
Consummation of the combination of the Liberty Media Group and the TCI
Ventures Group is subject to certain conditions, including approval of the
stockholders of TCI.
Consideration to be received by holders of Liberty Media Group Common Stock in
the AT&T Merger
In the merger transaction with AT&T Corp., shares of Liberty Media Group
Common Stock will be converted into a newly authorized class of common stock
of AT&T Corp. which will be intended to reflect the separate performance of
the business and assets attributed to the combined Liberty Media Group and TCI
Ventures Group. Each share of Series A Liberty Media Group Common Stock
outstanding immediately prior to the effective time of the merger transaction
with AT&T Corp. will be converted into the right to receive one share of Class
A Liberty Media Group Common Stock, par value $1.00 per share, of AT&T Corp.
and each share of Series B Liberty Media Group Common Stock outstanding
immediately prior to the effective time of the merger transaction with AT&T
Corp. will be converted into the right to receive one share of Class B Liberty
Media Group Common Stock, par value $1.00 per share, of AT&T Corp. In general,
the merger agreement with AT&T Corp. provides that the holders of shares of
Class A Liberty Media Group Common Stock of AT&T Corp. and holders of shares
of Class B Liberty Media Group Common Stock of AT&T Corp. will vote together
as a single class with the holders of shares of AT&T Common Stock on all
matters presented to such stockholders. Holders of Class A Liberty Media Group
Common Stock of AT&T Corp. will be entitled to 1/10 of a vote for each share
of such stock held, holders of Class B Liberty Media Group Common Stock of
AT&T Corp. will be entitled to one vote for each share of such stock held and
holders of AT&T Common Stock will be entitled to one vote for each share of
such stock held.
Assets and business of the Combined Liberty Media Group and TCI Ventures Group
following the AT&T Merger
Following the merger transaction with AT&T Corp., the combined Liberty Media
Group and TCI Ventures Group will comprise the corporations, partnerships and
other entities and interests which, at the time of the merger transaction with
AT&T Corp., comprise such combined group, or if the combination of such groups
has not occurred, the Liberty Media Group and the TCI Ventures Group. Pursuant
to the merger agreement with AT&T Corp., prior to, and conditional upon, the
closing of the merger agreement with AT&T Corp., certain assets currently
attributed to the TCI Ventures Group (including, among others, the shares of
AT&T Corp. Common Stock received in the merger of AT&T Corp. and Teleport
Communications Group, Inc., the stock of At Home Corporation, the assets of,
or outstanding equity interests in, the National Digital Television Center,
Inc. and the equity interests in Western Tele-Communications, Inc.) will be
transferred to the TCI Group or
4
<PAGE>
attributed to the TCI Group in exchange for approximately $5.5 billion in
cash. Certain other transfers of assets among the Groups will also occur. In
addition, upon consummation of the merger transaction with AT&T Corp. the
combined Liberty Media Group and TCI Ventures Group will become entitled to
the benefit of all the net operating loss carryforwards possessed by TCI as of
the date of the merger transaction with AT&T Corp. (which TCI anticipates to
be approximately $1.6 billion at September 30, 1998).
After giving effect to such transfers, the combined Liberty Media Group and
TCI Ventures Group will be engaged in four principal lines of business:
(1) production, acquisition and distribution through all available formats
and media of branded entertainment, educational and informational
programming and software, including multimedia products;
(2) electronic retailing, direct marketing, advertising sales relating to
programming services, infomercials and transaction processing;
(3) international cable distribution and satellite distributed programming
services; and
(4) various investments in telecommunications products, services and
technologies.
Operations and Management of the Combined Liberty Media Group and TCI Ventures
Group following the AT&T Merger
Following the merger transaction with AT&T Corp., AT&T Corp. will own 100%
of the businesses and assets that comprise the combined Liberty Media Group
and TCI Ventures Group. However, the day-to-day management of the businesses
of the combined Liberty Media Group and TCI Ventures Group will remain
independent of AT&T Corp's management. The merger agreement with AT&T Corp.
provides that the combined Liberty Media Group and TCI Ventures Group will
continue to be managed by certain members of TCI's management who currently
manage the businesses of the Liberty Media Group and the TCI Ventures Group.
In addition, the merger agreement with AT&T Corp. contemplates the execution
of certain agreements at the effective time of the merger transaction with
AT&T Corp. which will, among other things,
(1) provide preferred vendor status to the combined Liberty Media Group and
TCI Ventures Group for digital basic distribution on AT&T Corp.'s
systems of new programming services created by the combined Liberty
Media Group and TCI Ventures Group and its affiliates,
(2) provide for a renewal of existing affiliation agreements of the
combined Liberty Media Group and TCI Ventures Group and its affiliates,
and
(3) provide interactive video services to the combined Liberty Media Group
and TCI Ventures Group.
Conditions to the AT&T Merger
Consummation of the merger transaction with AT&T Corp. is subject to the
satisfaction or, where permissible, waiver of a number of customary conditions
to closing, including but not limited to:
(1) the separate approvals of the stockholders of AT&T Corp. and TCI,
(2) receipt of all necessary governmental consents and approvals, including
consent of the Federal Communications Commission, and
(3) absence of any effective injunction or similar order preventing
consummation of the transactions contemplated by the merger agreement
with AT&T Corp. Meetings of TCI's and AT&T Corp.'s stockholders to
approve the merger transaction with AT&T Corp. are scheduled to be held
on February 17, 1999. There can be no assurance that all of the
conditions to closing the merger transaction with AT&T Corp. will be
satisfied or that the merger transaction with AT&T Corp. will
ultimately be consummated.
5
<PAGE>
USE OF PROCEEDS
Because the shares of Series A Liberty Media Group Common Stock covered
hereby will be issued only upon exchange at the option of holders of
Convertible Debentures, TCI and its consolidated subsidiaries will receive no
net cash proceeds upon such issuance.
PLAN OF DISTRIBUTION
The shares of Series A Liberty Media Group Common Stock covered hereby will
be issued in exchange for Convertible Debentures. TCI has no obligation with
respect to the Convertible Debentures, which are securities of TINTA and not
of TCI. However, under the terms of an agreement between TINTA and TCI dated
as of November 19, 1998, TCI has agreed to (i) contribute to TINTA sufficient
shares of Series A Liberty Media Group Common Stock to enable TINTA to deliver
such shares to holders of Convertible Debentures upon exercise by such holders
of their exchange rights, and (ii) to reserve out of its authorized capital
stock sufficient shares of Series A Liberty Media Group Common Stock to
satisfy its obligations to TINTA in connection with such exchange.
6
<PAGE>
VALIDITY OF THE SECURITIES
The validity of the shares of Series A Liberty Media Group Series A Common
Stock offered hereby will be passed upon for TCI by Baker & Botts, L.L.P., New
York, New York. Certain partners of Baker & Botts, L.L.P. may hold shares of
TCI Common Stock.
EXPERTS
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 the related
financial statement schedules, which appear in the December 31, 1997 Annual
Report on Form 10-K, as amended by Form 10-K/A (Amendment No. 2), of Tele-
Communications, Inc. have been incorporated by reference herein in reliance
upon the reports, dated March 20, 1998, except for note 19 which is as of
January 6, 1999, of KPMG LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as
experts in accounting and auditing. The reports refer to a restatement of the
consolidated financial statements and the related financial statement
schedules as of December 31, 1997 and for the year then ended.
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, as
amended by Form 10-K/A (Amendment No. 2), of Tele-Communications, Inc., have
been incorporated by reference herein in reliance upon the report, dated March
20, 1998, of KPMG LLP, independent certified public accountants, incorporated
by reference herein, and upon the authority of said firm as experts in
accounting and auditing. The report of KPMG LLP covering the combined
financial statements above refers to the effects of not consolidating the TCI
Group's interest in the Liberty Media Group and the TCI Ventures Group for all
periods that the TCI Group has an interest in the Liberty Media Group and the
TCI Ventures Group.
The combined balance sheets of Liberty/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 Current Report on Form 8-K, as amended by
Form 8-K/A (Amendment No. 1), dated January 7, 1999, of Tele-Communications,
Inc., have been incorporated by reference herein in reliance upon the report,
dated March 20, 1998, except for notes 2 and 14, which are as of September 14,
1998, and January 6, 1999, respectively, of KPMG LLP, independent certified
public accountants, incorporated by reference herein, and upon the authority
of said firm as experts in accounting and auditing. The report refers to a
restatement of the combined financial statements as of December 31, 1997 and
for the year then ended.
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, as
amended by Form 10-K/A (Amendment No. 2), of Tele-Communications, Inc. have
been incorporated by reference herein in reliance upon the report, dated March
20, 1998, of KPMG LLP, independent certified public accountants, incorporated
by reference herein, and upon the authority of said firm as experts in
accounting and auditing.
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, as
amended by Form 10-K/A (Amendment No. 2), of Tele-Communications, Inc., have
been incorporated by reference herein in reliance upon the report, dated March
20, 1998, except for note 18 which is as of January 6, 1999, of KPMG LLP,
independent certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing. The
report refers to a restatement of the combined financial statements as of
December 31, 1997 and for the year then ended.
7
<PAGE>
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, as amended by Form 10-K/A (Amendment No. 2),
of Tele-Communications, Inc., have been incorporated by reference herein in
reliance upon the report, dated March 19, 1998, of KPMG Audit Plc, chartered
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
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 reports appear in the Current Report on
Form 8-K, as amended by Form 8-K/A (Amendment No. 2) of Tele-Communications,
Inc., dated March 6, 1998, have been incorporated by reference herein in
reliance upon the report, dated April 1, 1997, of KPMG LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
The consolidated balance sheets of Sprint Spectrum Holding Company, L.P. and
subsidiaries as of December 31, 1997 and 1996 and the related consolidated
statements of operations, changes in partners' capital and cash flows for each
of the three years in the period ended December 31, 1997 incorporated in this
Prospectus by reference, which appear in the Annual Report on Form 10-K, as
amended by Form 10-K/A (Amendment No. 2), of Tele-Communications, Inc. for the
year ended December 31, 1997, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report (which expresses an
unqualified opinion and includes an explanatory paragraph referring to the
emergence from the development stage), which is incorporated herein by
reference in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
8
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth a statement of all expenses payable by the
Registrant in connection with the registration, issuance and distribution of
the Series A Liberty Media Group Common Stock offered hereby. Except for the
SEC Registration Fee and the Nasdaq National Market Quotation Fee, all
expenses are estimated.
<TABLE>
<S> <C>
SEC Registration Fee............................................ $105,728
Nasdaq National Market Quotation Fee............................ 17,500
Printing and engraving expenses................................. 5,000
Accounting fees and expenses.................................... 10,000
Legal fees and expenses......................................... 15,000
Miscellaneous expenses.......................................... 1,772
--------
Total......................................................... $155,000
========
</TABLE>
Item 15. 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 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 Restated Certificate of Incorporation, as
amended ("TCI Charter"), of Tele-Communications, Inc., a Delaware corporation
("TCI"), 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
II-1
<PAGE>
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 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 TCI's Bylaws also contains an indemnity
provision, requiring TCI to indemnify members of the Board of Directors and
officers of TCI and their respective heirs, personal representatives and
successors in interest for or on account of any action performed on behalf of
TCI, to the fullest extent provided by the laws of the State of Delaware and
the TCI Charter, as then or thereafter in effect.
TCI 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
II-2
<PAGE>
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 TCI or is or was serving at TCI'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 TCI 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 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 TCI 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 TCI (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, TCI will seek legal advice
only from independent legal counsel selected by the indemnitee and approved by
TCI.
The indemnification agreements impose upon TCI 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. Indemnitees' rights under the indemnification
agreements are not exclusive of any other rights they may have under Delaware
law, TCI'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 TCI if there is such a policy.
TCI may purchase liability insurance policies covering its directors and
officers.
Item 16. Exhibits
<TABLE>
<CAPTION>
Exhibits Description
-------- -----------
<C> <S>
2.1 Agreement and Plan of Merger dated as of August 24, 1998, among TCI,
Liberty Group Acquisition Co. and Tele-Communications International,
Inc. (Incorporated herein by reference to Exhibit 2.1 of the Current
Report on Form 8-K, dated September 8, 1998, filed by Tele-
Communications International, Inc. (Commission File No. 0-26264)).
2.2 Agreement and Plan of Restructuring and Merger dated as of June 23,
1998, among AT&T Corp., Italy Merger Corp. and Tele-Communications,
Inc. (Incorporated herein by reference to Exhibit 2.1 of TCI's
Current Report on Form 8-K, dated July 1, 1998 (Commission File No.
0-20421)).
3.1 Restated Certificate of Incorporation of TCI, 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 30, 1997 and December 30, 1997 (Incorporated herein by
reference to Exhibit 3.1 of TCI's Annual Report on Form 10-K for the
year ended December 31, 1997 (Commission File No. 0-20421)).
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Exhibits Description
-------- -----------
<C> <S>
3.2 Bylaws of TCI as adopted June 16, 1994 (Incorporated herein by
reference to Exhibit 3.2 of TCI'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)).
3.3 Indenture between Tele-Communications International, Inc. and The
Bank of New York, as Trustee, dated as of February 7, 1996
(Incorporated herein by reference to the Registration Statement on
Form S-1 filed by Tele-Communications International, Inc. (Reg. No.
33-80491) declared effective by the Commission on February 1, 1996.
3.4 Supplemental Indenture between Tele-Communications International,
Inc. and The Bank of New York, as Trustee, dated as of November 19,
1998 (Incorporated herein by reference to Exhibit 4.2 of the Current
Report on Form 8-K, dated December 11, 1998, filed by Tele-
Communications International, Inc. (Commission File No. 0-26264)).
4 Specimen Stock Certificate for the Tele-Communications, Inc. Series A
Liberty Media Group Common Stock, par value $1.00 per share
(Incorporated herein by reference to Exhibit 4.3 of TCI's
registration statement on Form 8-A, as amended by Form 8-A/A
(Amendments No. 1, 2 and 3) Commission File No. 0-20421).
5 Opinion of Baker & Botts, L.L.P. regarding legality of securities
being registered.*
23.1 Consent of KPMG LLP.
23.2 Consent of KPMG LLP.
23.3 Consent of KPMG LLP.
23.4 Consent of KPMG LLP.
23.5 Consent of KPMG LLP.
23.6 Consent of KPMG Audit Plc.
23.7 Consent of KPMG LLP.
23.8 Consent of Deloitte & Touche LLP.
23.9 Consent of Baker & Botts, L.L.P. (included in Exhibit 5).
24 Power of Attorney*
</TABLE>
- --------
* Previously Filed
Item 17. Undertakings
(a) 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 of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this 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 represent no more than a 20% change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
II-4
<PAGE>
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions referred to in the foregoing
provisions or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act of 1933 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 of 1933 and will be
governed by the final adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form S-3 and has 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, as of
February 8, 1999.
Tele-Communications, Inc.
/s/ Stephen M. Brett
By: _________________________________
Stephen M. Brett
Executive Vice President and General
Counsel
II-6
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement 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>
Signatures Title Date
<S> <C> <C>
* Chairman of the February 8,
- ------------------------------------- Board, Chief 1999
(John C. Malone) Executive Officer
and Director
(Principal
Executive Officer)
* President, Chief February 8,
- ------------------------------------- Operating Officer 1999
(Leo J. Hindery, Jr.) and Director
* Director February 8,
- ------------------------------------- 1999
(Donne F. Fisher)
Director
- -------------------------------------
(John W. Gallivan)
Director
- -------------------------------------
(Kim Magness)
Director
- -------------------------------------
(Robert A. Naify)
</TABLE>
II-7
<PAGE>
<TABLE>
<CAPTION>
Signatures Title Date
<S> <C> <C>
* Director February 8,
- ------------------------------------- 1999
(Jerome H. Kern)
* Director February 8,
- ------------------------------------- 1999
(Paul A. Gould)
Director
- -------------------------------------
(J.C. Sparkman)
* Senior Vice February 8,
- ------------------------------------- President 1999
(Bernard W. Schotters) (Principal
Financial Officer)
* Executive Vice February 8,
- ------------------------------------- President of 1999
(Ann M. Koets) Finance and
Accounting of TCI
Communications,
Inc. (Principal
Accounting Officer)
*By:
/s/ Stephen M. Brett
- -------------------------------------
Stephen M. Brett
Attorney-in-Fact
</TABLE>
II-8
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibits Description
-------- -----------
<C> <S>
2.1 Agreement and Plan of Merger dated as of August 24, 1998, among TCI,
Liberty Group Acquisition Co. and Tele-Communications International,
Inc. (Incorporated herein by reference to Exhibit 2.1 of the Current
Report on Form 8-K, dated September 8, 1998, filed by Tele-
Communications International, Inc. (Commission File No. 0-26264)).
2.2 Agreement and Plan of Restructuring and Merger dated as of June 23,
1998, among AT&T Corp., Italy Merger Corp. and Tele-Communications,
Inc. (Incorporated herein by reference to Exhibit 2.1 of TCI's
Current Report on Form 8-K, dated July 1, 1998 (Commission File No.
0-20421)).
3.1 Restated Certificate of Incorporation of TCI, 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 30, 1997 and December 30, 1997 (Incorporated herein by
reference to Exhibit 3.1 of TCI's Annual Report on Form 10-K for the
year ended December 31, 1997 (Commission File No. 0-20421)).
3.2 Bylaws of TCI as adopted June 16, 1994 (Incorporated herein by
reference to Exhibit 3.2 of TCI'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)).
3.3 Indenture between Tele-Communications International, Inc. and The
Bank of New York, as Trustee, dated as of February 7, 1996
(Incorporated herein by reference to the Registration Statement on
Form S-1 filed by Tele-Communications International, Inc. (Reg. No.
33-80491) declared effective by the Commission on February 1, 1996.
3.4 Supplemental Indenture between Tele-Communications International,
Inc. and The Bank of New York, as Trustee, dated as of November 19,
1998 (Incorporated herein by reference to Exhibit 4.2 of the Current
Report on Form 8-K, dated December 11, 1998, filed by Tele-
Communications International, Inc. (Commission File No. 0-26264)).
4 Specimen Stock Certificate for the Tele-Communications, Inc. Series A
Liberty Media Group Common Stock, par value $1.00 per share
(Incorporated herein by reference to Exhibit 4.3 of TCI's
registration statement on Form 8-A, as amended by Form 8-A/A
(Amendments No. 1, 2 and 3) Commission File No. 0-20421).
5 Opinion of Baker & Botts, L.L.P. regarding legality of securities
being registered.*
23.1 Consent of KPMG LLP.
23.2 Consent of KPMG LLP.
23.3 Consent of KPMG LLP.
23.4 Consent of KPMG LLP.
23.5 Consent of KPMG LLP.
23.6 Consent of KPMG Audit Plc.
23.7 Consent of KPMG LLP.
23.8 Consent of Deloitte & Touche LLP.
23.9 Consent of Baker & Botts, L.L.P. (included in Exhibit 5).*
24 Power of Attorney.*
</TABLE>
- --------
*Previously Filed
<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 Amendment No. 1 to the
registration statement on Form S-3, No. 333-70999, of Tele-Communications,
Inc. of our reports, dated March 20, 1998, except for note 19 which is as of
January 6, 1999, 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, as amended by Form 10K/A
(Amendment No. 2), of Tele-Communications, Inc., and to the reference to our
firm under the heading "Experts" in the registration statement. Our reports
refer to a restatement of the consolidated financial statements and the
related financial statement schedules as of December 31, 1997 and for the year
then ended.
/s/ KPMG LLP
KPMG LLP
Denver, Colorado
February 8, 1999
<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 Amendment No. 1 to the
registration statement on Form S-3, No. 333-70999, 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, as amended by Form 10-K/A
(Amendment No. 2), 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 and the TCI Ventures
Group for all periods that TCI Group has an interest in Liberty Media Group
and TCI Ventures Group, respectively.
/s/ KPMG LLP
KPMG LLP
Denver, Colorado
February 8, 1999
<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 Amendment No. 1 to the
registration statement on Form S-3, No. 333-70999, of Tele-Communications,
Inc. of our report, dated March 20, 1998, except for notes 2 and 14 which are
as of September 14, 1998 and January 6, 1999, respectively, relating to the
combined balance sheets of Liberty/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 Current Report on Form 8-K, as amended by Form 8-
K/A (Amendment No. 1), of Tele-Communications, Inc., dated January 7, 1999,
and to the reference to our firm under the heading "Experts" in the
registration statement. Our report refers to a restatement of the combined
financial statements as of December 31, 1997 and for the year then ended.
/s/ KPMG LLP
KPMG LLP
Denver, Colorado
February 8, 1999
<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 Amendment No. 1 to the
registration statement on Form S-3, No. 333-70999, 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, as amended by
Form 10-K/A (Amendment No. 2), of Tele-Communications, Inc., and to the
reference to our firm under the heading "Experts" in the registration
statement.
/s/ KPMG LLP
KPMG LLP
Denver, Colorado
February 8, 1999
<PAGE>
EXHIBIT 23.5
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
Tele-Communications, Inc.:
We consent to the incorporation by reference in Amendment No. 1 to the
registration statement on Form S-3, No. 333-70999, of Tele-Communications,
Inc. of our report, dated March 20, 1998, except for note 18 which is as of
January 6, 1999, 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, as amended by Form 10-K/A (Amendment No. 2), of
Tele-Communications, Inc., and to the reference to our firm under the heading
"Experts" in the registration statement. Our report refers to a restatement of
the combined financial statements as of December 31, 1997 and for the year
then ended.
/s/ KPMG LLP
KPMG LLP
Denver, Colorado
February 8, 1999
<PAGE>
EXHIBIT 23.6
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders
Telewest Communications plc:
We consent to the incorporation by reference in Amendment No. 1 to the
registration statement on Form S-3, No. 333-70999, 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, as amended
by Form 10-K/A (Amendment No. 2), of Tele-Communications, Inc., and to the
reference to our firm under the heading "Experts" in the registration
statement.
/s/ KPMG Audit Plc
KPMG Audit Plc
Chartered Accountants
Registered Auditors
London, England
February 8, 1999
<PAGE>
EXHIBIT 23.7
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Cablevision Systems Corporation:
We consent to the incorporation by reference in Amendment No. 1 to the
registration statement on Form S-3, No. 333-70999, 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 reports appear in the Current Report on Form 8-K, as amended
by Form 8-K/A (Amendment No. 2), of Tele-Communications, Inc., dated March 6,
1998, and to the reference to our firm under the heading "Experts" in the
registration statement.
/s/ KPMG LLP
KPMG LLP
Melville, New York
February 8, 1999
<PAGE>
EXHIBIT 23.8
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Amendment No. 1 of
Registration Statement No. 333-70999 of Tele-Communications, Inc. on Form S-3
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, as amended by
Form 10-K/A (Amendment No. 2), of Tele-Communications, Inc. for the year ended
December 31, 1997, and to the reference to us under the heading "Experts" in
this Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Kansas City, Missouri
February 8, 1999
