TELE COMMUNICATIONS INC /CO/
11-K, 1999-06-30
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>   1
                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549


                                    FORM 11-K


[X]   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the fiscal year ended December 31, 1998

                                       OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
      For the transition period from _____ to _____



Commission file number 0-20421



                          UNITED ARTISTS ENTERTAINMENT
                          EMPLOYEE STOCK OWNERSHIP PLAN
                          -----------------------------
                            (Full title of the Plan)




                            TELE-COMMUNICATIONS, INC.
              ----------------------------------------------------
              (Issuer of the securities held pursuant to the Plan)




                                 9197 S. Peoria
                            Englewood, Colorado 80112
                   -------------------------------------------
                   (Address of its principal executive office)




<PAGE>   2



REQUIRED INFORMATION

<TABLE>
<CAPTION>
                                                                                                       Page No.
                                                                                                       --------
<S>                                                                                                    <C>
         Financial Statements:
         ---------------------

            Independent Auditors' Report                                                                  1

            Statements of Net Assets Available for Participant
               Benefits - December 31, 1998 and 1997                                                      2

            Statement of Changes in Net Assets Available for
               Participant Benefits - Years ended December 31, 1998 and 1997                              3

            Statement of Changes in Net Assets Available for
               Participant Benefits - Year ended December 31, 1996                                        4

            Notes to Financial Statements -
               December 31, 1998, 1997 and 1996                                                           5

            Schedule 1 - Line 27a - Schedule of Assets Held for
                Investment Purposes - December 31, 1998                                                  11

            Schedule 2 - Line 27d - Schedule of Reportable Transactions -
                Year ended December 31, 1998                                                             12

         Exhibit -
         ---------

            23-Consent of KPMG LLP
</TABLE>




SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the members
of the Plan Committee have duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.

                                            UNITED ARTISTS ENTERTAINMENT
                                            EMPLOYEE STOCK OWNERSHIP PLAN
                                                  (Name of Plan)


Date: June 30, 1999                         By /s/Ann M. Koets
                                               ---------------------------------
                                               Ann M. Koets
                                               Plan Administrator
                                                 and Member of Plan Committee




<PAGE>   3





                          Independent Auditors' Report



The TCI Plan Administrative Committee
United Artists Entertainment
  Employee Stock Ownership Plan:


We have audited the accompanying statements of net assets available for
participant benefits of the United Artists Entertainment Employee Stock
Ownership Plan as of December 31, 1998 and 1997, and the related statements of
changes in net assets available for participant benefits for each of the years
in the three-year period ended December 31, 1998. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for participant benefits of the
United Artists Entertainment Employee Stock Ownership Plan as of December 31,
1998 and 1997, and the changes in net assets available for participant benefits
for each of the years in the three-year period ended December 31, 1998 in
conformity with generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.


                                         KPMG LLP


Denver, Colorado
June 23, 1999


                                       1
<PAGE>   4




                          UNITED ARTISTS ENTERTAINMENT
                          EMPLOYEE STOCK OWNERSHIP PLAN

                       Statements of Net Assets Available
                            for Participant Benefits

                           December 31, 1998 and 1997


<TABLE>
<CAPTION>
                                                                          1998       1997
                                                                       ----------  ---------
                                                                        amounts in thousands
<S>                                                                     <C>        <C>
Assets
- ------

Cash and cash equivalents                                                $   496        48

Investments, at market value (note 2):
   Tele-Communications, Inc. ("TCI"):
       Series A TCI Group Common Stock (887,000 and 974,000 shares,
          with a cost of $9,369,000 and $10,281,000 at December 31,
          1998 and 1997, respectively)                                    49,083    27,206

       Series A Liberty Media Group Common Stock (547,000 and 601,000
          shares, with a cost of $3,708,000 and $4,075,000 at December
          31, 1998 and 1997, respectively)                                25,191    14,525

       Series A TCI Ventures Group Common Stock (146,000 and 163,000
          shares with a cost of $770,000 and $860,000 at December 31,
          1998 and 1997, respectively)                                     3,436     2,305
                                                                         -------   -------
                                                                          77,710    44,036
  Investment in TCI Satellite Entertainment, Inc. ("TSAT") Series A
       Common Stock (33,000 and 78,000 shares, with a cost of $330,000
       and $782,000 at December 31, 1998 and 1997, respectively)              47       534

   Other (note 3)                                                            620       781
                                                                         -------   -------

Liabilities

Net assets available for participant benefits, including $322,000 of
    benefits payable to participants at December 31, 1998 (note 5)       $78,873    45,399
                                                                         =======   =======
</TABLE>



See accompanying notes to financial statements.


                                       2
<PAGE>   5



                          UNITED ARTISTS ENTERTAINMENT
                          EMPLOYEE STOCK OWNERSHIP PLAN

                  Statements of Changes in Net Assets Available
                            for Participant Benefits

                     Years ended December 31, 1998 and 1997

<TABLE>
<CAPTION>
                                                             1998        1997
                                                           --------    --------
                                                           amounts in thousands
<S>                                                        <C>         <C>
Net investment income:
    Net unrealized appreciation of investments (note 4)    $ 40,338      22,635

    Realized gains on securities transactions                 1,554         107

    Interest income                                              60          43
                                                           --------    --------

       Total net investment income                           41,952      22,785

Distributions to participants                                (8,478)     (3,092)
                                                           --------    --------

        Increase in net assets available for participant
           benefits                                          33,474      19,693

        Net assets available for participant benefits:


             Beginning of year                               45,399      25,706
                                                           --------    --------

             End of year                                   $ 78,873      45,399
                                                           ========    ========
</TABLE>


See accompanying notes to financial statements.



                                       3
<PAGE>   6



                          UNITED ARTISTS ENTERTAINMENT
                          EMPLOYEE STOCK OWNERSHIP PLAN

                  Statement of Changes in Net Assets Available
                            for Participant Benefits

<TABLE>
<CAPTION>
                                                                 Year ended December 31, 1996
                                                          -------------------------------------------
                                                                           Income
                                                            Stock        Accumulation
                                                            Fund            Fund             Total
                                                          ---------      ------------      ----------
                                                                     amounts in thousands
<S>                                                       <C>              <C>             <C>
Net investment income (loss):
    Net unrealized depreciation of investments
        (note 4)                                          $ (6,715)              --           (6,715)

    Realized gains on securities transactions                  138               --              138

    Interest income                                             --               55               55
                                                          --------         --------         --------

       Total net investment income (loss)                   (6,577)              55           (6,522)
                                                          --------         --------         --------

Distributions to participants                               (2,406)              --           (2,406)

Intrafund transfers                                          1,028           (1,028)              --
                                                          --------         --------         --------

      Decrease in net assets available for participant
         benefits                                           (7,955)            (973)          (8,928)

      Net assets available for participant benefits:

           Beginning of year                                33,661              973           34,634
                                                          --------         --------         --------

           End of year                                    $ 25,706               --           25,706
                                                          ========         ========         ========
</TABLE>




See accompanying notes to financial statements.




                                       4
<PAGE>   7



                          UNITED ARTISTS ENTERTAINMENT
                          EMPLOYEE STOCK OWNERSHIP PLAN

                          Notes to Financial Statements

                        December 31, 1998, 1997 and 1996


(1)      Summary of Significant Accounting Policies

         Basis of Presentation

         The accompanying financial statements of the United Artists
         Entertainment Employee Stock Ownership Plan (the "Plan") have been
         prepared on an accrual basis and present the net assets available for
         participant benefits and the changes in those net assets.

         Trust Fund Managed by US Bank ("Trustee")

         The Trustee manages a trust fund on behalf of the Plan and has been
         granted discretionary authority concerning purchases and sales of
         investments. The Trustee may invest up to 100% of the assets of the
         Stock Fund (as defined in note 2) in TCI's common stock or make other
         investments as defined by the Plan.

         Cash and Cash Equivalents

         The Plan considers investments with initial maturities of three months
         or less to be cash equivalents, which are recorded at cost which
         approximates fair value.

         Investments

         Investments are reflected in the accompanying financial statements at
         current market value. Current market value represents the closing
         prices for those securities having readily available market quotations
         and fair value as determined by the Trustee with respect to other
         securities. The values used for the Tele-Communications, Inc. Series A
         TCI Group Common Stock, par value $1.00 per share ("TCI Group Series A
         Stock"), the Tele Communications, Inc. Series A Liberty Media Group
         Common Stock, par value $1.00 per share ("Liberty Media Group Series A
         Stock"), the Tele Communications, Inc. Series A TCI Ventures Group
         Common Stock, par value $1.00 per share ("TCI Ventures Group Series A
         Stock") and the TCI Satellite Entertainment, Inc. Series A Common
         Stock, par value $1.00 per share ("TSAT Series A Stock") were $55.34,
         $46.05, $23.53 and $1.42 per share, respectively, at December 31, 1998.
         The market values used for the TCI Group Series A Stock, the Liberty
         Media Group Series A Stock, the TCI Ventures Group Series A Stock and
         the TSAT Series A Stock were $27.93, $24.17, $14.14 and $6.85 per
         share, respectively, at December 31, 1997. The foregoing prices are the
         closing market prices of the common stock on those dates. Securities
         transactions are accounted for on the trade date. Distributions are
         priced at current market value as of the last day of the calendar month
         in which the event requiring distribution occurs.

         On March 9, 1999, AT&T Corp. ("AT&T") acquired TCI in a merger (the
         "AT&T Merger"), in which certain series of TCI common stock were
         converted into certain series of AT&T common stock and TCI became a
         subsidiary of AT&T. See note 2.

                                                                     (continued)

                                       5


<PAGE>   8



                          UNITED ARTISTS ENTERTAINMENT
                          EMPLOYEE STOCK OWNERSHIP PLAN


                          Notes to Financial Statements


         Any appreciation (depreciation) and realized gains associated with the
         stock held by the Plan during 1998, 1997 and 1996 were calculated based
         on the weighted average cost basis of the shares on the applicable
         date. See note 2.

         Income Taxes

         The Internal Revenue Service has determined and informed the Plan by a
         letter dated November 15, 1996, that the Plan and related trust are
         designed in accordance with applicable sections of the Internal Revenue
         Code ("IRC"). The Plan has been amended since receiving the
         determination letter. However, the Plan administrator and the Plan's
         tax counsel believe that the Plan is designed and is currently being
         operated in compliance with the applicable requirements of the IRC.

         Use of Estimates

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities and disclosure of contingent assets and liabilities at the
         date of the financial statements and the reported amounts of additions
         and deductions during the reporting period. Actual results could differ
         significantly from those estimates.

         Plan Expenses

         Administrative expenses of the Plan are paid by TCI. Accordingly, such
         expenses are not reflected in the accompanying financial statements.

 (2)     Description of Plan

         On December 2, 1991, United Artists Entertainment Company ("UAE") and
         TCI Communications, Inc. (formerly Tele-Communications, Inc. or "Old
         TCI") consummated a merger (the "TCI/UAE Merger") pursuant to which UAE
         became a wholly-owned subsidiary of Old TCI. Under the TCI/UAE Merger
         agreement, outstanding shares of UAE's Class A and Class B common
         stock, including such shares of stock held by the Plan, were converted
         into Old TCI Class A common stock on the basis of 1.02 Old TCI Class A
         shares for each share of either class of UAE's common stock. Employees
         of UAE became employees of Old TCI and, as such, are entitled to
         participate in Old TCI's benefit plan, if eligible. The Plan became
         "inactive" as of the date of the TCI/UAE Merger and all participants
         automatically became fully vested in all employer contributions.
         Participant contributions were always fully vested.

                                                                     (continued)


                                       6
<PAGE>   9



                          UNITED ARTISTS ENTERTAINMENT
                          EMPLOYEE STOCK OWNERSHIP PLAN


                          Notes to Financial Statements

         Until the plan became inactive, the participants had the choice to
         invest their contributions in either the common stock of TCI ("Stock
         Fund") or an "Income Accumulation Fund". Lump-sum payments received by
         participants from other qualified plans could also be deposited into
         the Plan as "rollover contributions". At December 31, 1998,
         approximately 1,600 participants had balances in the plan.

         There were no contributions or forfeitures (due to a participant's
         termination prior to full vesting) during 1998, 1997 and 1996 as the
         Plan was inactive. Vested benefits become distributable if a
         participant dies, suffers total disability, retires, or terminates
         employment for any other reason. Benefits are generally payable in a
         single lump sum equal to the participant's vested benefits or, upon
         participant termination, in not more than five annual installments if
         the participant's vested benefits exceed $3,500. Benefits are paid in
         cash or shares of TCI common stock at the participant's or
         beneficiary's (as applicable) election.

         The "Plan Committee" is responsible for the management and operation of
         the Plan. The Plan provides for "hardship withdrawals" by participants
         under certain circumstances, subject to approval by the Plan Committee.

         On March 9, 1999, as a result of the AT&T Merger, (i) each share of TCI
         Group Series A Stock was converted into 0.7757 of a share of AT&T
         common stock (1.16355 shares as adjusted for an April 1999
         three-for-two AT&T stock split), (ii) each share of Liberty Media Group
         Series A Stock was converted into one share of a newly created class of
         AT&T common stock (two shares as adjusted for a June 1999 two-for-one
         stock split) designated as the Class A Liberty Media Group Common
         Stock, par value $1.00 per share (the "AT&T Liberty Class A Tracking
         Stock"), and (iii) each share of TCI Ventures Group Series A Stock was
         converted into 0.52 of a share of AT&T Liberty Class A Tracking Stock
         (1.04 shares as adjusted for a June 1999 two-for-one stock split).

         Prior to the AT&T Merger, TCI's assets and operations were included in
         three separate groups, each of which was tracked separately by public
         equity securities. These groups were formerly known as the "Liberty
         Media Group" (referred to herein as the "Old Liberty Group"), the "TCI
         Ventures Group" and the "TCI Group."

         Old Liberty Group was intended to reflect the separate performance of
         TCI's assets which produce and distribute programming services.

         The TCI Ventures Group was intended to reflect the separate performance
         of TCI's principal international assets and businesses and
         substantially all of TCI's non-cable and non-programming assets.

         The TCI Group was intended to reflect the separate performance of TCI
         and its subsidiaries and assets not attributed to Old Liberty Group or
         TCI Ventures Group. Such subsidiaries and assets are comprised
         primarily of TCI's domestic cable and communications business.

                                                                     (continued)


                                       7
<PAGE>   10



                          UNITED ARTISTS ENTERTAINMENT
                          EMPLOYEE STOCK OWNERSHIP PLAN

                          Notes to Financial Statements

         The TCI Group was tracked separately through the TCI Group Series A
         Stock and the Tele-Communications, Inc. Series B TCI Group Common Stock
         (collectively, "TCI Group Stock"). The Old Liberty Group was tracked
         through the Liberty Media Group Series A Stock and the
         Tele-Communications, Inc. Series B Liberty Media Group Common Stock.
         The TCI Ventures Group was tracked separately through the TCI Ventures
         Group Series A Stock and the Tele-Communications, Inc. Series B TCI
         Ventures Group Common Stock.

         On December 4, 1996, all of the capital stock of TSAT ("TSAT Common
         Stock") was distributed to holders of record of TCI Group Stock as of
         the close of business on November 12, 1996 (the "Record Date").
         Stockholders of record of TCI Group Stock on the Record Date received
         one share of TSAT Common Stock for each ten shares of TCI Group Stock
         owned of record at the close of business on the Record Date (the "TSAT
         Distribution"). Fractional shares were not issued. Fractions of
         one-half or greater of a share were rounded up and fractions of less
         than one-half of a share were rounded down to the nearest whole number
         of shares of TSAT Common Stock. As a result of the TSAT Distribution,
         119,129 shares of TSAT Series A Stock were distributed to the Plan
         during 1996. All shares of TSAT Series A Stock were liquidated
         subsequent to December 31, 1998.

         Effective July 1, 1999, the Plan is expected to be amended. See note 6.

(3)      Other Investment

         The investment contract held is fully benefit responsive and as such is
         valued at contract value. Contract value represents prior year's
         balance plus earnings, less participant withdrawals. Interest is
         recognized on the accrual method. The Plan's other investment (at
         contract value) at December 31 is shown below:

<TABLE>
<CAPTION>
              Description                                               1998        1997
              -----------                                             --------     -------
                                                                      amounts in thousands
<S>                                                                   <C>         <C>
              Prudential Insurance
                 Company of America
                 Retirement Annuity                                   $    620         781
                                                                      ========     =======
</TABLE>


         The contract value of the above investment approximates its fair value
         at December 31, 1998 and 1997. Such investment was liquidated
         subsequent to December 31, 1998. See note 6.


                                                                     (continued)

                                       8

<PAGE>   11



                          UNITED ARTISTS ENTERTAINMENT
                          EMPLOYEE STOCK OWNERSHIP PLAN

                          Notes to Financial Statements


(4)      Change in Unrealized Appreciation (Depreciation)

         Unrealized appreciation (depreciation) of investments for the years
         ended December 31, 1998, 1997 and 1996, is as follows:

<TABLE>
<CAPTION>
                                                                     1998          1997           1996
                                                                 -----------    ----------     ----------
                                                                              amounts in thousands
<S>                                                              <C>             <C>           <C>
          End of year                                            $    63,580        28,572          6,801
          Change in unrealized appreciation due to
              distributions                                            5,330           864            673
          Less beginning of year                                     (28,572)       (6,801)       (14,189)
                                                                 -----------    ----------     ----------

          Net unrealized appreciation (depreciation) of
              investments                                        $    40,338        22,635         (6,715)
                                                                 ===========    ==========     ==========
</TABLE>

(5)      Reconciliation to Form 5500

         The following represents a reconciliation between the Statement of Net
         Assets Available for Participant Benefits included in the accompanying
         financial statements and the Form 5500 at December 31, 1998 (amounts in
         thousands):

<TABLE>
<S>                                                                                               <C>
                  Net Assets Available for Participant Benefits - financial
                     statements - December 31, 1998                                                $      78,873

                  Benefits payable to participants                                                          (322)
                                                                                                   -------------

                  Net Assets Available for Participant Benefits - Form 5500 -
                     December 31, 1998                                                             $      78,551
                                                                                                   =============
</TABLE>

(6)      Subsequent Event - Plan Changes

         Effective July 1, 1999, the Plan is expected to be amended, and all
         employee balances will be merged into the amended TCI 401(k) Plan, to
         be renamed the AT&T Long Term Savings Plan ("LTSP"). As amended,
         employees who have completed three consecutive months of employment are
         expected to be eligible to participate in the LTSP. As of the effective
         date, the LTSP is expected to have eleven investment options including
         three custom funds, which will only be available to LTSP participants:
         a fixed income fund, an equity fund and an international securities
         fund; three mutual funds: a money market mutual fund, a growth and
         income mutual fund and a growth mutual fund; three investment
         strategies which will be portfolios managed by independent investment
         managers, selected and closely reviewed by AT&T: a conservative
         investment strategy, a moderate investment strategy, and an aggressive
         investment strategy; an AT&T stock fund, and an AT&T Liberty stock
         fund. As amended, LTSP participants may change investment options and
         contribution percentages on a daily basis. Distributions are expected
         to be processed on a daily basis.

                                                                     (continued)


                                       9
<PAGE>   12



                          UNITED ARTISTS ENTERTAINMENT
                          EMPLOYEE STOCK OWNERSHIP PLAN

                          Notes to Financial Statements

         The LTSP is expected to allow participants to borrow up to 50% of their
         expected vested account balance or $50,000, whichever is lower. The
         minimum loan amount is expected to be $1,000, and the interest rate
         will be set as the prime rate, as of the last business day of the month
         prior to the month of the loan request.





                                       10
<PAGE>   13


                                                                      Schedule 1


                          UNITED ARTISTS ENTERTAINMENT
                          EMPLOYEE STOCK OWNERSHIP PLAN

           Line 27a - Schedule of Assets Held for Investment Purposes

                                December 31, 1998

                             (amounts in thousands)



<TABLE>
<CAPTION>
                         (b)                                  (c)                        (d)               (e)
                                                   Description of investment                             Current
                 Identity of issuer                   including par value                Cost             value
                 ------------------                --------------------------          --------          -------
<S>                                         <C>                                      <C>               <C>
   *    Tele-Communications,                Series A TCI Group
        Inc.                                Common Stock, par value
                                            $1.00 per share                          $  9,369           49,083

   *    Tele-Communications,                Series A Liberty Media
        Inc.                                Group Common Stock,
                                            par value $1.00 per share                $  3,708           25,191

   *    Tele-Communications, Inc.           Series A TCI Ventures Group Common
                                            Stock, par value $1.00 per share         $    770            3,436

        TCI Satellite Entertainment, Inc.   Series A TSAT Common Stock, par
                                            value $1.00 per share                    $    330               47

        Prudential Insurance                Retirement annuity
        Company of America                  contract                                 $    620              620
</TABLE>

*Denotes party in interest


See accompanying independent auditors' report.


                                       11
<PAGE>   14



                                                                      Schedule 2


                          UNITED ARTISTS ENTERTAINMENT
                          EMPLOYEE STOCK OWNERSHIP PLAN

                 Line 27d - Schedule of Reportable Transactions

                          Year ended December 31, 1998

                             (amounts in thousands)


<TABLE>
<CAPTION>
            (a)                       (b)              (c)           (d)                (e)                (f)            (g)

                                                                                                         Expense
     Identity of party          Description of       Purchase                                         incurred with     Cost of
         involved                   asset             price       Selling price      Lease rental       transaction      asset
     -----------------          ---------------    ----------     -------------      -------------     -------------    -------
<S>                           <C>                  <C>              <C>               <C>               <C>              <C>
First American Prime          Prime Money
Obligation Fund               Market fund          $    2,523             --             --                 --           2,523

First American Prime          Prime Money
Obligation Fund               Market fund          $       --          2,077             --                 --           2,077



<CAPTION>
            (a)                        (h)              (i)
                                 Current value of
                                    asset on
     Identity of party             transaction        Net gain
         involved                      date           or (loss)
     -----------------           ----------------     ---------
<S>                                  <C>               <C>
First American Prime
Obligation Fund                        2,523             --

First American Prime
Obligation Fund                        2,077             --
</TABLE>

See accompanying independent auditors' report.



                                       12
<PAGE>   15



                                  EXHIBIT INDEX

Shown below is the exhibit which is filed as a part of this Report -

         23 - Consent of KPMG LLP



                                       13

<PAGE>   1


                                                                      Exhibit 23


                         Consent of Independent Auditors



The Plan Committee
United Artists Entertainment
  Employee Stock Ownership Plan:


We consent to incorporation by reference in the registration statement (No.
33-44543) on Form S-8 of the United Artists Entertainment Employee Stock
Ownership Plan of our report dated June 23, 1999, relating to the statements of
net assets available for participant benefits of the United Artists
Entertainment Employee Stock Ownership Plan as of December 31, 1998 and 1997,
and the related statements of changes in net assets available for participant
benefits for each of the years in the three-year period ended December 31, 1998,
and the related schedules, which report appears in the December 31, 1998 Annual
Report on Form 11-K of the United Artists Entertainment Employee Stock Ownership
Plan.



                                     KPMG LLP



Denver, Colorado
June 29, 1999




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