TELE COMMUNICATIONS INC /CO/
S-3, 1999-01-22
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>
 
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 22, 1999
                                                      REGISTRATION NO. 333-_____

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                            _______________________
                                    FORM S-3

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                           ________________________

                           TELE-COMMUNICATIONS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

            DELAWARE                                           84-1260157
  (State or Other Jurisdiction                             (I.R.S. Employer
      of Incorporation or                                  Identification No.)
          Organization)

                               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)
                           ________________________
                                   COPIES 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. [_]
                           ________________________

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=================================================================================================================================
          TITLE OF EACH CLASS OF                                      PROPOSED MAXIMUM      PROPOSED MAXIMUM       AMOUNT OF
            SECURITIES TO BE                         AMOUNT TO BE      OFFERING PRICE      AGGREGATE OFFERING    REGISTRATION
               REGISTERED                            REGISTERED(1)      PER SHARE(2)            PRICE(2)             FEE(2)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>              <C>                  <C>                   <C>
Tele-Communications, Inc. Series A Liberty Media       
 Group Common Stock, $1.00 par value per share         7,318,739          $48.97              $358,398,649          $105,728 
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Represents the number of shares of Tele-Communications, Inc. Series A
     Liberty Media Group Common Stock, $1.00 par value per share ("LMG Series A
     Stock"), issuable by the Registrant upon exchange of outstanding
     Convertible Subordinated Debentures issued by Tele-Communications
     International, Inc. (the "TINTA Debentures") in accordance with the terms
     thereof. This Registration Statement also relates to such indeterminate
     number of shares of LMG Series A Stock as may be issued as a result of the
     anti-dilution provisions of the TINTA Debentures.
(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) upon the basis of the average of the high and low
     prices of the LMG Series A Stock on the Nasdaq National Market on January
     19, 1999.

     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 JANUARY 21, 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 January 21, 1999,
the last sale price reported by Nasdaq was $49 3/8 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
January 21, 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 JANUARY   , 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. ("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 (the "TINTA Merger"), a wholly-owned subsidiary of TCI was
merged with and into Tele-Communications International, Inc. ("TINTA"). As a
result of the TINTA 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 TCI Series A
Liberty Media Group Common Stock, par value $1.00 per share ("Series A Liberty
Media Group Common Stock"). TINTA's 4 1/2% Convertible Subordinated Debentures
due 2006 (the "Convertible Debentures"), which prior to the TINTA Merger were
convertible at the option of the holder into shares of Series A Common Stock of
TINTA, remained outstanding obligations of TINTA following the TINTA 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 LIBERTY/VENTURES COMBINATION

     GENERAL

     On June 23, 1998, TCI entered into an Agreement and Plan of Restructuring
and Merger (together with the exhibits and schedules thereto, and as amended
from time to time, the "AT&T Agreement") among TCI, AT&T Corp. ("AT&T") and
Italy Merger Corp., which, subject to the terms and conditions thereof, provides
for the acquisition of TCI by AT&T.  Such acquisition will be effected through
the merger of Italy Merger Corp., a wholly-owned subsidiary of AT&T, with and
into TCI, with TCI as the surviving corporation (the "AT&T Merger").  As a
result of the AT&T Merger, TCI will become a wholly-owned subsidiary of AT&T,
and stockholders of TCI will become stockholders of AT&T.

     In a separate proposed transaction, TCI has announced its intention,
subject to TCI stockholder approval, to reclassify each share of Tele-
Communications, Inc. Series A TCI Ventures Group Common Stock, par value $1.00
per share ("Series A Ventures Group Common Stock") as 0.52 of a share of Series
A Liberty Media Group Common Stock and each share of Tele-Communications, Inc.
Series B TCI Ventures Group Common Stock, par value $1.00 per share, as 0.52 of
a share of Tele-Communications, Inc. Series B Liberty Media Group Common Stock,
par value $1.00 per share ("Series B Liberty Media Group Common Stock" and,
together with the Series A Liberty Media Group Common Stock, the "Liberty Media
Group Common Stock"), and in connection therewith, to combine the assets and
businesses of the Liberty Media Group and the TCI Ventures Group (the
"Liberty/Ventures Combination").  The Liberty/Ventures Combination is expected
to occur prior to, but is not conditional upon, the consummation of the AT&T
Merger.  The combined entity will be called the "Liberty Media Group"
("Liberty/Ventures Group") and the Liberty Media Group Stock will thereafter
reflect the separate performance of the businesses and assets attributed to the
Liberty/Ventures Group.  Consummation of the Liberty/Ventures Combination is
subject to certain conditions, including approval of the TCI stockholders.

     CONSIDERATION TO BE RECEIVED BY HOLDERS OF LIBERTY MEDIA GROUP STOCK IN THE
AT&T MERGER

     In the AT&T Merger, shares of Liberty Media Group Stock will be converted
into a newly authorized class of common stock of AT&T which will be intended to
reflect the separate performance of the business and assets attributed to the
Liberty/Ventures Group.  Each share of Series A Liberty Media Group Common Stock
outstanding immediately prior to the effective time of the AT&T Merger (the
"AT&T Effective Time") 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
("AT&T Liberty/Ventures Class A Stock") and each share of Series B Liberty Media
Group Common Stock outstanding immediately prior to the AT&T Effective Time 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 ("AT&T Liberty Ventures Class B
Stock).  In general, the AT&T Agreement provides that the holders of shares of
AT&T Liberty/Ventures Class A Stock and holders of shares of AT&T
Liberty/Ventures Class B Stock 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 AT&T Liberty/Ventures Class A Stock will be entitled
to 1/10 of a vote for each share of such stock held, holders of AT&T
Liberty/Ventures Class B Stock 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 LIBERTY/VENTURES GROUP FOLLOWING THE AT&T MERGER

     Following the AT&T Merger, the Liberty/Ventures Group will comprise the
corporations, partnerships and other entities and interests which, at the time
of the AT&T Merger, comprise the Liberty/Ventures Group or, if the
Liberty/Ventures Combination has not occurred, the Liberty Media Group and the
TCI Ventures Group.  Pursuant to the AT&T Agreement, prior to, and conditional
upon, the closing of the AT&T Merger, certain assets currently attributed to the
TCI Ventures Group (including, among others, the shares of AT&T Common Stock
received in the merger of AT&T 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-

                                       4
<PAGE>
 
Communications, Inc.) will be transferred to the TCI Group or 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 AT&T Merger, the Liberty/Ventures Group will become entitled
to the benefit of all the net operating loss carryforwards possessed by TCI as
of the date of the AT&T Merger (which TCI anticipates to be approximately $1.6
billion at September 30, 1998).

     After giving effect to such transfers, the Liberty/Ventures Group will be
engaged in four principal lines of business: (i) production, acquisition and
distribution through all available formats and media of branded entertainment,
educational and informational programming and software, including multimedia
products; (ii) electronic retailing, direct marketing, advertising sales
relating to programming services, infomercials and transaction processing; (iii)
international cable distribution and satellite distributed programming services;
and (iv) various investments in telecommunications products, services and
technologies.

     OPERATIONS AND MANAGEMENT OF THE LIBERTY/VENTURES GROUP FOLLOWING THE AT&T
MERGER

     Following the AT&T Merger, AT&T will own 100% of the businesses and assets
that comprise the Liberty/Ventures Group. However, the day-to-day management of
the businesses of the Liberty/Ventures Group will remain independent of AT&T
management. The AT&T Agreement provides that the Liberty/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 AT&T Agreement contemplates the execution of certain agreements at
the AT&T Effective Time which will, among other things, (i) provide preferred
vendor status to the Liberty/Ventures Group for digital basic distribution on
AT&T's systems of new programming services created by the Liberty/Ventures Group
and its affiliates, (ii) provide for a renewal of existing affiliation
agreements of the Liberty/Ventures Group and its affiliates, and (iii) provide
interactive video services to the Liberty/Ventures Group.

     CONDITIONS TO THE AT&T MERGER

     Consummation of the AT&T Merger is subject to the satisfaction or, where
permissible, waiver of a number of customary conditions to closing, including
but not limited to (a) the separate approvals of the stockholders of AT&T and
TCI, (b) receipt of all necessary governmental consents and approvals, including
consent of the Federal Communications Commission, and (c) absence of any
effective injunction or similar order preventing consummation of the
transactions contemplated by the AT&T Agreement.  Meetings of TCI's and AT&T's
stockholders to approve the AT&T Merger are scheduled to be held on February 17,
1999.  There can be no assurance that all of the conditions to closing the AT&T
Merger will be satisfied or that the AT&T Merger will ultimately be consummated.

                                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.

                                       5
<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.

                                       6
<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.

                                       7
<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:

                                      II-1
<PAGE>
 
     "1.  Limitation on Liability.
          ----------------------- 

          To the fullest extent permitted by the Delaware General Corporation
          Law as the same exists or may hereafter be amended, a director of the
          Corporation shall not be liable to the Corporation or any of its
          stockholders for monetary damages for breach of fiduciary duty as a
          director.  Any repeal or modification of this paragraph 1 shall be
          prospective only and shall not adversely affect any limitation, right
          or protection of a director of the Corporation existing at the time of
          such repeal or modification.

     2.   Indemnification.
          --------------- 

          (a)  RIGHT TO INDEMNIFICATION.  The Corporation shall indemnify and
          hold harmless, to the fullest extent permitted by applicable law as it
          presently exists or may hereafter be amended, any person who was or is
          made or is threatened to be made a party or is otherwise involved in
          any action, suit or proceeding, whether civil, criminal,
          administrative or investigative (a "proceeding") by reason of the fact
          that he, or a person for whom he is the legal representative, is or
          was a director or officer of the Corporation or is or was serving at
          the request of the Corporation as a director, officer, employee or
          agent of another corporation or of a partnership, joint venture,
          trust, enterprise or nonprofit entity, including service with respect
          to employee benefit plans, against all liability and loss suffered and
          expenses (including attorneys' fees) reasonably incurred by such
          person.  Such right of indemnification shall inure whether or not the
          claim asserted is based on matters which antedate the adoption of this
          Section E.  The Corporation shall be required to indemnify a person in
          connection with a proceeding (or part thereof) initiated by such
          person only if the proceeding (or part thereof) was authorized by the
          Board of Directors of the Corporation.

          (b)  PREPAYMENT OF EXPENSES.  The Corporation shall pay the expenses
          (including attorneys' fees) incurred in defending any proceeding in
          advance of its 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.

                                      II-2
<PAGE>
 
     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 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.

                                      II-3
<PAGE>
 
ITEM 16.       EXHIBITS

Exhibits       Description
- --------       -----------

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.

                                      II-4
<PAGE>
 
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          Powers of Attorney (included on Page II-8).

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

                  (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, 

                                      II-5
<PAGE>
 
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-6
<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 January
21, 1999.


                                    Tele-Communications, Inc.

                                    By: /s/ Stephen M. Brett
                                       ----------------------------------------
                                       Stephen M. Brett
                                       Executive Vice President
                                       and General Counsel

                                      II-7
<PAGE>
 
                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Stephen M. Brett, Esq. and Charles Y. Tanabe,
Esq., and each of them, his true and lawful attorneys-in-fact and agents with
full power of substitution and re-substitution for him and in his name, place
and stead, in any and all capacities, to sign and file (i) any or all amendments
(including post-effective amendments) to this Registration Statement, with all
exhibits thereto, and other documents in connection therewith, and (ii) a
registration statement, and any and all exhibits thereto, relating to the
offering covered hereby filed pursuant to Rule 462(b) under the Securities Act
of 1933, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents and each of them full power and authority, to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, to all intents and purposes and as fully as they might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or their substitutes may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act 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>
Signature                                             Title                       Date        
- ---------                                             -----                       ----        
<S>                                     <C>                                 <C>               
/s/ John C. Malone                      Chairman of the Board, Chief        January 21, 1998  
- -----------------------------------                             
(John C. Malone)                        Executive Officer and Director
                                        (Principal Executive Officer)

/s/ Leo J. Hindery, Jr.                 President, Chief Operating          January 21, 1998  
- -----------------------------------                                                           
(Leo J. Hindery, Jr.)                   Officer
                                        and Director

/s/ Donne F. Fisher                     Director                            January 21, 1998  
- -----------------------------------                                                           
(Donne F. Fisher)                                    
                                        Director     
- -----------------------------------                  
(John W. Gallivan)                                   
                                        Director     
- -----------------------------------                  
(Kim Magness)                                       
                                        Director    
- -----------------------------------                 
(Robert A. Naify)                                   

/s/ Jerome H. Kern                      Director                            January 21, 1998  
- -----------------------------------               
(Jerome H. Kern)                                  

/s/ Paul A. Gould                       Director                            January 21, 1998
- -----------------------------------                
(Paul A. Gould)                                    
                                        Director
- -----------------------------------               
(J.C. Sparkman)                                                                               

/s/ Bernard W. Schotters                Senior Vice President (Principal    January 21, 1998  
- -----------------------------------                                                           
(Bernard W. Schotters)                  Financial Officer)                                    

/s/ Ann M. Koets                        Executive Vice President of         January 21, 1998  
- -----------------------------------                                                           
(Ann M. Koets)                          Finance and Accounting of TCI                         
                                        Communications, Inc. (Principal                        
                                        Accounting Officer)            
</TABLE>

                                      II-8
<PAGE>
 
                                 EXHIBIT INDEX

Exhibits       Description
- --------       -----------

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.
<PAGE>
 
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          Powers of Attorney (included on Page II-8).

<PAGE>
 
                               January 21, 1999
                                                                       EXHIBIT 5
                                                                       ---------



Tele-Communications, Inc.
Terrace Tower II
5619 DTC Parkway
Englewood, Colorado 80111-3000



Ladies and Gentlemen:

     As counsel for Tele-Communications, Inc., a Delaware corporation (the
"Company"), we have examined and are familiar with the registration statement on
Form S-3 (the "Registration Statement"), which relates to the registration under
the Securities Act of 1933, as amended (the "Act"), of shares (the "Shares") of
the Company's Tele-Communications, Inc. Series A Liberty Media Group Common
Stock, par value $1.00 per share ("Series A Liberty Media Group Common Stock"),
which may be delivered from time to time by Tele-Communications International
Inc., a Delaware corporation and a wholly-owned subsidiary of the Company
("TINTA"), pursuant to the terms of the 4 1/2% Convertible Subordinated
Debentures due 2006, issued by TINTA (the "TINTA Debentures").  The TINTA
Debentures were issued under an Indenture between TINTA and The Bank of New
York, as Trustee, dated as of February 7, 1996, as amended and supplemented by a
First Supplemental Indenture thereto, dated as of November 19, 1998 (as so
amended and supplemented, the "Indenture"). As described in the Registration
Statement under the heading "Plan of Distribution", the terms of the Indenture
permit the holders of TINTA Debentures to exchange principal for shares of
Series A Liberty Media Group Common Stock.

     In connection therewith, we have examined, among other things, originals,
certified copies or copies otherwise identified to our satisfaction as being
copies of originals, of the Restated Certificate of Incorporation and By-Laws of
the Company, as amended; records of proceedings of the Company's Board of
Directors and the Executive Committee thereof with respect to the filing of the
Registration Statement and related matters; the Indenture; and such other
documents, records, certificates of public officials and questions of law as we
deemed necessary or appropriate for the purpose of this opinion. In rendering
this opinion, we have relied, to the extent we deem such reliance appropriate,
on certificates of officers of the 
<PAGE>
 
Company as to factual matters. We have assumed the authenticity of all documents
submitted to us as originals and the conformity to authentic original documents
of all documents submitted to us as certified, conformed or reproduction copies.
We have further assumed that there will be no changes in applicable law between
the date of this opinion and the date of issuance of the Shares.

     Based upon the foregoing, we are of the opinion that when the Shares are
delivered upon exchange at the option of the holder of TINTA Debentures in
accordance with the terms of the Indenture, such Shares will be validly issued,
fully paid and non-assessable.
 
     We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to us contained therein under the
heading "Validity of the Securities."  In giving the foregoing consent, we do
not admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.

     Certain partners of Baker & Botts, L.L.P. may own common stock of the
Company.

                              Very truly yours,



                              BAKER & BOTTS, L.L.P.

<PAGE>
 
                                                                    EXHIBIT 23.1

                        CONSENT OF INDEPENDENT AUDITORS


The Board of Directors and Stockholders
Tele-Communications, Inc.:

We consent to the incorporation by reference in the registration statement on
Form S-3 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
January 22, 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 the registration statement on
Form S-3 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
January 22, 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 the registration statement on
Form S-3 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
January 22, 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 the registration statement on
Form S-3 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
January 22, 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 the registration statement on
Form S-3 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
January 22, 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 the registration statement on
Form S-3 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
January 22, 1999

<PAGE>
 
                                                                    EXHIBIT 23.7

                        CONSENT OF INDEPENDENT AUDITORS


The Board of Directors
Cablevision Systems Corporation:

We consent to the incorporation by reference in the registration statement on
Form S-3 of Tele-Communications, Inc. of our report, dated April 1, 1997,
relating to the consolidated balance sheets of Cablevision Systems Corporation
and subsidiaries as of December 31, 1996 and 1995, and the related consolidated
statements of operations, stockholders' deficiency and cash flows for each of
the years in the three-year period ended December 31, 1996, and the related
financial statement schedule, which report appears in the Current Report on Form
8-K, as amended by Form 8-K/A (Amendment No. 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
January 22, 1999

<PAGE>
 
                                                                    EXHIBIT 23.8

                         INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this Registration Statement 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
January 22, 1999



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