8-K/A, 1999-01-08
Previous: TELE COMMUNICATIONS INC /CO/, 8-K, 1999-01-08

<PAGE>   1
                                  UNITED STATES


                             WASHINGTON, D.C. 20549

                                   FORM 8-K/A
                               (Amendment No. 1)

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                         Date of Report: January 8, 1999
               Date of Earliest Event Reported: December 29, 1998

                            TELE-COMMUNICATIONS, INC.
             (Exact name of Registrant as specified in its charters)

                                State of Delaware
                 (State or other jurisdiction of incorporation)

       0-20421                                         84-1260157
- ------------------------                  ------------------------------------
(Commission File Number)                  (I.R.S. Employer Identification No.)

        5619 DTC Parkway
       Englewood, Colorado                              80111
- ----------------------------------------        ---------------------
(Address of principal executive offices)              (Zip Code)

       Registrant's telephone number, including area code: (303) 267-5500

<PAGE>   2

Item 5.  Other Events

(a)      AT&T Merger Update

         On January 8, 1999, Tele-Communications, Inc. ("TCI") and AT&T Corp.
         ("AT&T") announced the filing of their joint proxy/prospectus in
         connection with TCI's proposed merger with AT&T. A copy of the press
         release of TCI with respect to the proxy is included as Exhibit 99.1.
         The press release also includes certain 1999 financial and statistical
         estimates for TCI's Cable Operations.

(b)      Litigation Update

         Liberty Shareholder Litigation re: TCI Venture consolidation into
         Liberty: Michael Chetkof v. John C. Malone; John W. Gallivan; Paul A.
         Gould; Leo J. Hindery, Jr.; Robert A. Naify; Donne F. Fisher; Kim
         Magness; J.C. Sparkman: Jerome H. Kern: Tele-Communications, Inc.; and
         AT&T Corp, C.A. No. 16868 NC. On December 29, 1998, this putative class
         action complaint was filed by stockholders of Tele-Communications, Inc.
         Series A Liberty Media Group Common Stock ("LBTYA") in the Delaware
         Court of Chancery. This complaint was filed in response to the public
         announcement by the Company that, in conjunction with the proposed
         merger between AT&T and TCI, TCI intends to consolidate TCI Ventures
         Group ("TCI Ventures") with Liberty Media Group, whereby each share of
         TCI Ventures Group Series A common stock ("TCIVA") would be exchanged
         for 0.52 shares of Liberty Group Series A common stock ("LBTYA")
         resulting in the formation of a new entity ("New Liberty"). Thereafter,
         upon completion of the AT&T-TCI merger, all holders of LBTYA stock
         would receive AT&T tracking stock.

         The gravamen of the complaint is that the TCI directors breached their
         fiduciary duties by failing to ensure that the LBTYA stockholders'
         interests would be properly represented in the series of transactions
         leading up to and including the AT&T merger. Specifically, plaintiffs
         contend that the $5.5 billion that New Liberty will receive from TCI
         from the sale to TCI of certain TCI Ventures' assets (including TCI
         Ventures' ownership interest in At Home Corporation, National Digital
         Television Center and Western Tele-Communications, Inc., and
         approximately 46.95 million shares of AT&T shares held by TCI Ventures)
         is inadequate. Additionally, plaintiffs contend that, unlike the
         holders of TCI Group Series A and Series B common stock, LBTYA
         stockholders will not receive a premium in the exchange of their LBTYA
         stock for New Liberty tracking stock. Plaintiffs seek to enjoin the
         proposed AT&T-TCI merger, or rescind the AT&T-TCI merger in the event
         that it is consummated, and request unspecified compensatory damages
         fees and costs. Discovery has not commenced in this action. Based upon
         the facts available, management believes that, although no assurance
         can be given as to the outcome of this action, the ultimate disposition
         should not have a material adverse effect upon the financial condition
         of the Company.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

 (c)     Exhibits

         Exhibit Number              Description
            (99.1)                   TCI press release dated January 8, 1999.


<PAGE>   3


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date:    January 8, 1999

                                        TELE-COMMUNICATIONS, INC.

                                        By: /s/ Stephen M. Brett
                                            Stephen M. Brett
                                               Executive Vice President


<PAGE>   4

                                 EXHIBIT INDEX

NUMBER                       DESCRIPTION
- -------                      -----------
<S>           <C>     
(99.1)        TCI press release dated January 8, 1999.

<PAGE>   1

                                                                    EXHIBIT 99.1

January 8, 1999
Contact: TCI Media Relations, Katina Vlahadamis or LaRae Marsik (303) 267-5273
         TCI Investor Relations, Julie Goldsmith or Dennis Sienko (303) 267-5048


NEW YORK, NY - Tele-Communications, Inc. (TCI), jointly with AT&T Corporation
(AT&T), filed its merger proxy statement with the Securities and Exchange
Commission (SEC) today and is awaiting SEC clearance to begin mailing copies to

During a meeting with securities analysts today regarding the anticipated merger
between TCI and AT&T, Leo J. Hindery, Jr., President of TCI, disclosed certain
1999 financial and statistical estimates for TCI's Cable Operations as follows:

o   Reflecting, in large part, the impacts of a modest 4.9 percent average rate
    increase projected for 1999, TCI anticipates 1999 revenue growth for its
    Cable Operations in the mid-to-high single digits and operating cash flow
    growth in the mid-to-high single digits as compared to 1998. These estimates
    are reflected on a pro forma basis excluding all announced cable
    partnerships and are exclusive of launch and development costs associated
    with new service offerings.

o   TCI's cable customer base is anticipated to grow by 1.5 - 2.0 percent in

o   Digital Cable customers are projected to number approximately 1.8 million by
    the end of 1999 on a pro forma basis excluding all announced cable

o   Finally, TCI continues to upgrade its broadband cable plant, and
    approximately $2.1 billion is now projected for remaining upgrade costs
    during the period from 1999 through 2000 including approximately $1.0
    billion estimated for 1999 and approximately $1.1 billion for 2000. This
    projection is inclusive of upgrade costs for two-way capability.

    The capital upgrade plan reflects higher capital spending when compared to
    the $700 million projected to be spent in each of 1999 and 2000 in TCI's
    original upgrade plan. The revised upgrade plan will result in 75 percent of
    TCI's cable plant being upgraded to 550-860 MHz by year-end 2000 as compared
    to the original plan to upgrade 59 percent of its plant to 550-750 MHz by
    such date. The increased capital plan also includes capital to make TCI's
    broadband plant telephony ready by extending stand-by-powering time,
    reducing node sizes, and implementing additional electronics at the hubs,
    but it does not include the cost of adding communications equipment in the
    customer's home when a customer signs up for service.


<PAGE>   2

All estimates provided were for Cable Operations. In anticipation of the pending
merger, there were no estimates provided for TCI Group.

Certain of the information presented in this press release constitutes forward
looking statements within the meaning of the Private Securities Litigation Act
of 1995. Although TCI believes that its expectations are based on reasonable
assumptions, there can be no assurance that actual results will not differ
materially from its expectations. Information concerning pending transactions is
subject to the successful completion or closing of such transactions on the
terms presently contemplated. In addition, certain of the forward looking
statements above assume, among other things, the completion of the merger with

For additional information, please refer to the reports filed by TCI with the
Securities and Exchange Commission. TCI assumes no obligation to update the
information contained in this press release.

Tele-Communication, Inc. is traded through the TCI Group, the TCI Ventures Group
and the Liberty Media Group common stocks. The Series A and Series B TCI Group
common stocks are traded on the National Market tier of the Nasdaq Stock Market
under the symbols of TCOMA and TCOMB, respectively.


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