TELE COMMUNICATIONS INC /CO/
424B3, 1999-03-01
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
Previous: SELECT ADVISORS TRUST C, NSAR-B, 1999-03-01
Next: BISHOP STREET FUNDS, 485APOS, 1999-03-01


<PAGE>
 
                                                      Filed Pursuant to
                                                      Rule 424(b)(3)
                                                      Registration No. 333-41435

Prospectus Supplement
(To Prospectus dated December 10, 1997)

                           Tele-Communications, Inc.
                        Series A TCI Group Common Stock

                              _________________

     Toronto Dominion (New York), Inc. ("TD") will use this prospectus 
supplement and the prospectus to which it relates in connection with the sale of
up to 4,935,780 shares (the "TCOMA Maximum Amount") of Tele-Communications, 
Inc. Series A TCI Group Common Stock, $1.00 par value ("TCOMA"). If the TCOMA 
Maximum Amount is sold, TD will hold no shares of TCOMA acquired pursuant to the
Swap Facility or the Master Agreement described under "Shares Being Offered and 
Selling Stockholder(s)" in the prospectus to which this prospectus supplement 
relates.

     On February 25, 1999, TD sold to Merrill Lynch, Pierce, Fenner & Smith 
Incorporated 840,000 shares of TCOMA at $63.6166 per share. In connection with 
such sale TD received commissions of $.04 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 sale 
described above, TD owned 4,095,780 shares of TCOMA (which represents less than 
1% of the outstanding shares of TCOMA).

     TD has sold all shares of Tele-Communications, Inc. Series A TCI Ventures 
Group Common Stock, $1.00 par value ("TCIVA"), acquired pursuant to the Swap 
Facility or the Master Agreement described under "Shares Being Offered and 
Selling Stockholder(s)" in the prospectus to which this prospectus supplement 
relates. TD currently owns 4,425,962 shares if TCIVA (which represents 
approximately 1.1% of the outstanding shares of TCIVA).

     Within the past three years, TD and/or affiliates thereof have:

     (1)  established existing credit facilities for the Company and its
          affiliates having an aggregate principal amount of approximately
          $672.8 million;

     (2)  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 25, 1999 was 
          approximately $484 million; and

     (3)  established credit facilities for the Company's affiliates having an 
          aggregate principal amount of approximately $192 million, which 
          facilities have since terminated.

     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 26, 1999









© 2019 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission