TELE COMMUNICATIONS INC /CO/
424B3, 1999-02-03
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>
 
                                                      Filed Pursuant to Rule
                                                      424(b)(3)
                                                      Registration No. 333-29849

PROSPECTUS SUPPLEMENT              
(TO PROSPECTUS DATED JULY 8, 1997) 


                           TELE-COMMUNICATIONS, INC.
           TELE-COMMUNICATIONS, INC. SERIES A TCI GROUP COMMON STOCK

                              __________________

     Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") will use this
prospectus supplement and the prospectus to which it relates in connection with
the sale of up to 6,201,042 shares (the "Maximum Amount") of Tele-
Communications, Inc. Series A TCI Group Common Stock, $1.00 par value ("TCOMA"),
that it may purchase from Merrill Lynch International ("MLI"), LB I Group Inc.
("LBI") and Toronto Dominion (New York), Inc. ("TD") (the "Sellers"). MLPF&S may
also act as the Sellers' agent in connection with sales of TCOMA. MLPF&S will
effect sales of TCOMA in the Nasdaq National Market from time to time at
prevailing market prices. Any amounts received from MLPF&S from sales of TCOMA
in excess of the prices at which it purchases TCOMA from the Sellers may be
deemed to be underwriting commissions under the Securities Act of 1933. If the
Maximum Amount of TCOMA is sold, the Sellers will hold no shares purchased under
the Stock Purchase Agreements described under "Shares Being Offered and Selling
Stockholders" in the prospectus to which this prospectus supplement relates.

     On February 1, 1999, MLI, LBI and TD sold to MLPF&S 56,700 shares of TCOMA,
23,300 shares of TCOMA and 70,000 shares of TCOMA, respectively,  at $70.50 per
share. In connection with such sales MLI, LBI and TD each received commissions
of $.02 per share from the Company for each share of TCOMA sold. These
commissions may be deemed to be underwriting commissions under the Securities
Act of 1933. Immediately following the sales described above, MLI owned
2,366,817 shares of TCOMA (which represents less than one percent of the
outstanding shares of TCOMA), LBI owned 940,862 shares of TCOMA (which
represents less than one percent of the outstanding shares of TCOMA) and TD
owned 8,842,323 shares of TCOMA (which represents approximately 1.9% of the
outstanding shares of TCOMA).

     Within the past three years, (i) MLPF&S has acted as a principal
underwriter in several public offerings of securities by subsidiaries of the
Company and, in connection with rendering such services, MLPF&S received
customary fees, (ii) MLI and/or its affiliates (including MLPF&S) have entered
into various swap transactions and agreements relating thereto with the Company
having an aggregate notional amount of approximately $264.9 million, which
notional amount as of February 1, 1999 was approximately $86.1 million, and
(iii) MLI and/or its affiliates have entered into put transactions with the
Company with respect to securities of the Company having an aggregate value of
approximately $13.3 million.  MLPF&S is currently acting as financial advisor to
the Company in connection with the Company's proposed merger with AT&T Corp. for
which MLPF&S will receive customary fees.  Within the past three years, Lehman
Brothers Inc., an affiliate of LBI, has also acted as a principal underwriter in
several public offerings of securities by subsidiaries of the Company.  Lehman
Brothers Inc. received customary fees in connection with rendering such
services.  LBI has entered into additional swap transactions with the Company
having an aggregate notional amount of approximately $874.9 million, which
notional amount as of February 1, 1999 was approximately $637.6 million.  On
June 16, 1997, each of MLPF&S and LBI purchased $264,946,532 of the Company's
common stock in connection with equity swap transactions from the Estate of Bob
Magness, the deceased former Chairman of the Company.

                                                                     (continued)

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                          ___________________________

           The date of this Prospectus Supplement is February 2, 1999
<PAGE>
 
     On August 12, 1997, LBI assigned to TD certain rights with respect to
equity swap transactions between the Company and LBI. In connection therewith,
LBI sold shares of TCOMA to TD, and TD became a Selling Stockholder under the
prospectus to which this supplement relates. Within the past three years, TD
and/or affiliates thereof have (i) established existing credit facilities for
the Company and its affiliates having an aggregate principal amount of
approximately $672.8 million and (ii) entered into various swap transactions
with the Company and its subsidiaries having an aggregate notional amount of
approximately $689.4 million, which notional amount as of February 1, 1999 was
approximately $573.25 million. Within the past three years, TD and/or affiliates
thereof had established credit facilities for the Company's affiliates having an
aggregate principal amount of approximately $192 million, which facilities have
since terminated.

                                      ***

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