TELE COMMUNICATIONS INC /CO/
S-3/A, 1999-02-26
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
Previous: GABELLI INTERNATIONAL GROWTH FUND INC, NSAR-B, 1999-02-26
Next: BISHOP STREET FUNDS, N-30D, 1999-02-26


<PAGE>
 
================================================================================

    
   As filed with the Securities and Exchange Commission on February 26, 
1999     
                                                      Registration No. 333-71199

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ---------------------
                         
                                 
                               AMENDMENT NO. 2 TO     
                                   FORM  S-3
                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933


                           TELE-COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)
<TABLE>
<S>                                <C>                                                                <C>
            Delaware                                   5619 DTC Parkway                                       84-1260157
(State or other jurisdiction of                 Englewood, Colorado 80111-3000                                (I.R.S. Employer
 incorporation or organization)                       (303) 267-5500                                          Identification No.)
                                      (Address, including zip code, and telephone number,
                                 including area code, of registrant's principal executive offices)

                             ---------------------
</TABLE> 

                            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:
                          Robert W. Murray Jr., Esq.
                             Baker & Botts, L.L.P.
                             599 Lexington Avenue
                           New York, New York 10022
                                (212) 705-5000

                             ---------------------
     Approximate date of commencement of proposed sale of the securities 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 this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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.  [_]

     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 this 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 February 26, 1999     

Prospectus
                             
                           Tele-Communications, Inc.     

                    Series A TCI Ventures Group Common Stock

    

     The stockholders listed on page 10 may offer and sell, pursuant to this
prospectus, up to 11,740,610 shares of Series A TCI Ventures Group common stock.
We will not receive any part of the proceeds from any sale of the shares offered
by this prospectus.     
    
     The shares offered by this prospectus may be offered and sold in the public
market or in private transactions, in the over-the-counter market or in a number
of other ways described later in this prospectus. The shares offered by this
prospectus may be sold at market prices, at prices related to market prices, at
negotiated prices or at one or more fixed prices. If  required, a supplement to
this prospectus will contain information concerning  particular sales of shares
offered by this prospectus.     
    
     The trading symbol for the Series A TCI Ventures Group common stock is
"TCIVA", and those shares trade on the Nasdaq National Market. On February 24,
1999, the closing price was $28 7/16  per share.     

     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.  Any representation to the contrary is
a criminal offense.


             The date of this prospectus is ________________, 1999.

    
The information in this prospectus is not complete and may be changed. We may 
not sell these securities until the registration statement filed with the 
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and we are not soliciting offers to buy these 
securities in any state where the offer or sale is not permitted.     
<PAGE>
 
                            
                           Tele-Communications, Inc.     
    
     TCI, through its subsidiaries and affiliates, is principally in the
business of constructing, acquiring, owning  and operating cable television
systems and providing satellite-delivered video entertainment, information and
home shopping programming services to various video distribution media,
principally cable television systems.   TCI also invests in cable and
telecommunications operations and television programming in international
markets, and in companies and joint ventures involved in developing and
providing programming for new television and telecommunications technologies.
TCI is a Delaware corporation that was incorporated in 1994.  TCI and its
predecessors have been engaged in the cable television business since the early
1950's.     
    
     The address of TCI's principal executive offices is Terrace Tower II, 5619
DTC Parkway, Englewood, Colorado 80111, and TCI's telephone number at that
address is (303) 267-5500.     
     
     TCI's common stock consists of three classes of tracking stock. The terms
of each class of tracking stock tie the economic value of the stock to the
separate performance of a specified group of assets and businesses of TCI.
Holders of all three classes of tracking stock, however, are shareholders of
TCI.     
    
     The TCI Group tracking stock is intended to reflect the separate
performance of the "TCI Group."  This group consists primarily of TCI's domestic
cable television and information distribution business, including TCI's
ownership and operation of various cable television systems.  It also includes
TCI's minority interests in partnerships that own and operate cable television
systems.     
    
     The Liberty Media Group tracking stock is intended to reflect the separate
performance of the "Liberty Media Group." This group consists primarily of TCI's
assets and businesses relating to producing, acquiring and distributing, through
all available formats and media, branded entertainment, educational and
informational programming and software.  These include multimedia products,
electronic retailing, direct marketing, advertising sales relating to
programming services, infomercials and transaction processing.     
    
     The TCI Ventures Group tracking stock is intended to reflect the separate
performance of the "TCI Ventures Group." This group consists of TCI's principal
international assets and businesses and substantially all of TCI's assets that
are not part of its cable television or programming businesses.  TCI plans to
combine the Liberty Media Group and the TCI Ventures Group, either before or as
part of the merger with AT&T that is discussed beginning on page 3. The combined
groups will be called the "Liberty Media Group."     

                                       2
<PAGE>
 
                              
                           Recent Developments     
    
AT&T Merger;  Combination of Liberty Media Group and TCI Ventures Group     

    
     General.  On June 23, 1998, TCI agreed to be acquired by AT&T by means of a
     --------                                                                   
merger. As a result of the merger, TCI will become a wholly owned subsidiary of
AT&T and stockholders of TCI will become stockholders of AT&T.     

    
     TCI also plans to combine the Liberty Media Group and the TCI Ventures
Group. This combination may occur prior to  the AT&T merger or may occur as part
of the merger.     

    
     Remaining Conditions.   TCI and AT&T shareholders have approved both the
     ---------------------                                                   
merger of TCI and AT&T and the combination of the Liberty Media Group and the
TCI Ventures Group. There are no further material conditions to the combination
of the Liberty Media Group and the TCI Ventures Group.     

    
     The AT&T merger remains subject to receipt of required governmental
consents and approvals, including the consent of the Federal Communications
Commission. It is anticipated that this condition will be satisfied, and that
the merger will close during the first quarter of 1999. We cannot assure you,
however, as to the exact timing of the AT&T merger or that the merger will
ultimately occur.  TCI plans to combine the Liberty Media Group and the TCI
Venture Group whether or not the AT&T merger occurs.     

    
     Consideration to be Received by Holders of TCI Ventures Group Stock.  If
     -------------------------------------------------------------------     
the combination of the Liberty Media Group and TCI Ventures Group occurs prior
to the AT&T merger, each share of TCI Ventures Group stock will be reclassified
into 0.52 of a share of the same series of Liberty Media Group stock.  Then, in
the AT&T merger, each share of Liberty Media Group stock will be exchanged for a
share of AT&T tracking stock that reflects the separate performance of the
Liberty Media Group within AT&T.  Hence, each share of Series A Liberty Media
Group stock will be exchanged for one share of Class A Liberty Media Group stock
of AT&T, and each share of Series B Liberty Media Group stock will be exchanged
for one share of Class B Liberty Media Group stock of AT&T.     

    
     If the combination does not occur prior to the AT&T merger, each share of
Series A TCI Ventures Group stock will be exchanged for 0.52 of a share of Class
A Liberty Media Group stock, and each share of Series B TCI Ventures Group stock
will be exchanged for 0.52 of a share of Class B Liberty Media Group stock.
Hence, whether the combination occurs before or at the time of the AT&T merger,
the number of shares of the new Liberty Media Group tracking stock that a holder
of TCI Ventures Group stock owns after the AT&T merger will be the same.    

                                       3
<PAGE>
 
    
     Holders of TCI Group stock will receive shares of AT&T common stock in the
merger.     

    
     If the AT&T merger occurs, all holders of AT&T common stock, including
holders of the new Liberty Media Group tracking stock, will vote together as a
single class on all matters presented to AT&T stockholders.  Holders of the new
Class A Liberty Media Group common stock will be entitled to 1/10 of a vote for
each share of stock held, and holders of the new Class B Liberty Media Group
common stock will be entitled to one vote for each share of stock held. Holders
of AT&T common stock will be entitled to one vote for each share of stock
held.    
    
     Assets and Business of the Combined Liberty Media Group and TCI Ventures
     ------------------------------------------------------------------------
Group Following the AT&T Merger.   Prior to the AT&T merger, the TCI Group will
- --------------------------------                                               
acquire from the Liberty Media Group and the TCI Ventures Group, or the combined
group, ownership interests in At Home Corporation and Western Tele-
Communications, Inc., shares of AT&T common stock now owned by the TCI Ventures
Group and the business of the National Digital Television Center.  In exchange,
at the time of the AT&T merger the TCI Group will transfer to the new Liberty
Media Group an aggregate of approximately $5.5 billion in cash.  As a result of
these and other asset transfers, the new Liberty Media Group may be able to use
a U.S. federal tax loss carryforward, which TCI estimates was $1.6 billion at
September 30, 1998, to offset Liberty Media Group's tax liabilities     

     
     Management of the new Liberty Media Group Following the AT&T Merger.  The
     -------------------------------------------------------------------      
current managements of the Liberty Media Group and the TCI Ventures Group will
manage the new Liberty Media Group after the AT&T merger. Dr. John C. Malone,
TCI's Chairman, will be Chairman of the new Liberty Media Group.  Robert R.
Bennett, President and Chief Executive of Liberty Media Corporation, will be
President and Chief Executive Officer of the new Liberty Media Group, and Gary
S. Howard, President of the TCI Ventures Group, will be Executive Vice President
and Chief Operating Officer of the new Liberty Media Group.     

    
     Although the assets and businesses of the new Liberty Media Group will be
held by a wholly owned subsidiary of AT&T, the board of directors and management
of Liberty Media Corporation, the primary operating unit of the Liberty Media
Group, will have control of the business and affairs of the group following the
AT&T merger.  A majority of Liberty Media Corporation's board of directors will
consist of individuals designated by TCI prior to the merger.  If these
individuals or their designated successors cease to constitute a majority of
Liberty Media Corporation's board,  Liberty Media Corporation will transfer the
assets and businesses of the new Liberty Media Group to a new entity.  The new
entity will be owned substantially by AT&T but will be controlled by persons who
     

                                       4
<PAGE>
 
    
have not  been designated by AT&T.     

    
     AT&T will form a new committee of AT&T's board of directors, comprised of
Dr. Malone and two outside AT&T directors, to oversee the interaction between
the new Liberty Media Group and the other assets and businesses of AT&T.     

                                       5
<PAGE>
 
              
            Special Considerations Relating to Tracking Stocks     
    
Shareholders of One Company; Financial Impacts of One Group Could Affect the
Others     

    
     The TCI Group, the Liberty Media Group and the TCI Ventures Group tracking
stocks are all classes of common stock of TCI. The tracking stock capital
structure does not affect the legal title to the assets of each group, or the
legal responsiblity for the liabilities of each group of TCI or any of its
subsidiaries. Hence, holders of stock of each group will be subject to the risks
of investments in any other group.  Financial effects from any group that affect
TCI's consolidated results of operations or financial condition could, if
significant, affect the market price of the tracking stocks for the other
groups. Also, if the incurrence of significant debt by TCI or one of its
subsidiaires on behalf of a group negatively affects the credit rating of TCI
and its subsidiaries, then the borrowing costs for other groups will probably
increase.     

    
Limited Voting Power     

    
     The holders of TCI Ventures Group stock only have the rights specified in
the TCI charter and rights provided under Delaware law.  These rights do not
include class voting rights on matters that affect the TCI Ventures Group more
than the other groups.     

    
     When a vote is taken on any matter as to which all TCI stockholders vote as
a class, the holders of TCI Ventures Group stock will not be in a position to
control the outcome of the vote. This is because there are significantly more
shares of TCI Group and Liberty Media Group stock outstanding than TCI Ventures
Group stock.  As discussed below, certain matters on which all TCI stockholders
vote together as a single class could involve a divergence or the appearance of
a divergence of interests between the holders of different classes of TCI
tracking stock.     

    
Potential Differing Interests     

    
     General.  The existence of separate classes of TCI tracking stock could
     --------                                                               
give rise to occasions when the interests of the holders of different classes of
tracking stock differ or appear to differ.  Examples include determinations by
the TCI board of directors to:     

    
     .    approve dispositions of assets attributed to a group; and

     .    make operational and financial decisions with respect to one group
          that could be considered to be detrimental to one or more of the other
          groups.     
    
     When making decisions with regard to matters that create potential
differing      

                                       6
<PAGE>
 
    
interests, the TCI board's fiduciary duties require it to consider the
impact of its decisions on all stockholders. See "--Fiduciary Duties of the TCI
Board" below     

    
     Disposition of Group Assets.  The assets attributed to the TCI Ventures
     ---------------------------                                            
Group represent less than substantially all of the properties and assets of TCI.
Therefore, the TCI board of directors can, without shareholder approval, approve
sales and other dispositions of any amount of the properties and assets
attributed to the TCI Ventures Group. This is because Delaware law requires
shareholder approval only for a sale or other disposition of all or
substantially all of the properties and assets of an  entire company. The
proceeds from any such sale, however, would be assets attributed to the TCI
Ventures Group and could only be used for its benefit.  Under the TCI charter,
those proceeds may be distributed  to holders of TCI Ventures Group stock.     

    
     Operational and Financial Decisions.  The TCI board of directors can make
     -----------------------------------                                      
operational and financial decisions or implement policies that affect
disproportionately the businesses of one or more groups.  Examples are the
allocation of financing opportunities in the public markets and the allocation
of business opportunities that may be suitable for more than one  group.  Any
decision of this nature may favor one group at the expense of the others.  All
operational and financial decisions are made by the TCI board in its good faith
business judgment and in a manner consistent with the best interests of TCI and
its shareholders.     

    
Fiduciary Duties of TCI Board     

    
     Under principles of Delaware law, the board of directors of a corporation
with two or more classes or series of stock owes an equal duty to all
shareholders regardless of class or series.  Under these principles and the
related principle known as the "business judgment rule,"  a good faith business
decision made by an informed and disinterested TCI board on any matter having a
differing  impact on  holders of TCI Group, Liberty Media Group and TCI Ventures
Group stock will be a defense to any challenge to that decision made by a holder
of the stock of one of the groups.     

                                       7
<PAGE>
 
    
Limitations on Potential Unsolicited Acquisitions     

    
     If the TCI Ventures Group were a stand-alone corporation, any person
interested in acquiring it without management approval could seek control of the
corporation by means of a tender offer or proxy contest.  Because TCI Ventures
Group is not a stand-alone corporation, any person interested in acquiring the
TCI Ventures Group without management approval would be required to seek control
of the voting power represented by all of the outstanding capital stock of TCI,
including the classes of tracking stocks related to the other groups.  See "--
Limited Voting Power" above.     

                            
                              Selling Stockholders     
    
     The selling stockholders are Merrill Lynch International, LB I Group Inc.,
Lehman Brothers Finance S.A. and Toronto Dominion (New York), Inc. and their
successors and assigns. Persons to whom selling stockholders transfer shares
covered by this prospectus and persons that acquire interests in the equity swap
transactions discussed below may also be selling stockholders under this
prospectus.     

    
     TCI is a party to separate equity swap transactions with each of Merrill
Lynch International, Lehman Brothers Finance S.A. and Toronto Dominion (New
York), Inc. relating to shares of Series A TCI Ventures Group stock.   An equity
swap is a financial transaction to which there are two parties known as
counterparties.  The counterparties privately negotiate the terms of the equity
swap transaction.  In TCI's equity swap transactions, each equity swap relates
to a specified or  "notional" amount of shares of Series A TCI Ventures Group
stock at a price that corresponds to the market price of that stock at the time
the equity swap was entered into. The purpose of each equity swap is to permit
TCI to lock in the market value of the Series A TCI Ventures Group stock for a
number of shares equal to the notional amount of shares covered by the equity
swap. If the market value of the Series A TCI Ventures Group stock rises, on
termination of the equity swap TCI can either purchase from its counterparty at
the locked-in price a number of shares of Series A TCI Ventures Group stock
equal to the notional amount of shares covered by the equity swap, or receive
from its counterparty cash in an amount equal to the difference between the
current market value and the locked-in price of the shares.  If, on the other
hand, the price of the Series A TCI Ventures Group stock declines, TCI is
required to pay to its counterparty the difference between the current market
value and the locked-in price of the shares.  TCI can satisfy that obligation
with cash or by delivering shares of Series A TCI Ventures Group stock.  The
market value of the Series A TCI Ventures Group stock has risen significantly
since each of the equity swap transactions referred to above was entered 
into     .

    
     In connection with the equity swap  transactions, the selling stockholders
acquired shares of Series A TCI Ventures Group stock that are "restricted
securities," as that term      

                                       8
<PAGE>
 
    
is defined in Rule 144(a)(3) under the Securities Act of 1933. Shares of Series
A TCI Ventures Group stock that are restricted securities may not be transferred
unless they are registered under the Securities Act of 1933 or an exemption from
registration is available. In connection with the equity swap transactions, TCI
entered into separate registration rights agreements with Merrill Lynch, Pierce,
Fenner & Smith Incorporated, an affiliate of Merrill Lynch International, and LB
I Group Inc. Copies of these registration rights agreements are incorporated by
reference as exhibits to the registration statement related to this prospectus.
See "Where You Can Find More Information." Toronto Dominion (New York), Inc. has
rights under LB I Group Inc.'s registration rights agreement. TCI has agreed in
the registration rights agreements to register the resale from time to time by
the selling stockholders of shares of Series A TCI Ventures Group stock which
the selling stockholders acquired in connection with the equity swap
transactions. TCI has agreed to keep the registration statement related to this
prospectus continuously effective under the Securities Act of 1933 until the
later of:     

    
     .    TCI's final payment of all amounts due to each of the selling
          stockholders under the equity swap transactions, and

     .    the sale of all shares of Series A TCI Ventures Group stock held by
          the selling stockholders which were acquired in connection with the
          equity swap transactions and which are "restricted securitites."     

    
     TCI has agreed to indemnify the selling stockholders against certain
liabilities that may arise in connection with any offer and sale of the shares
of Series A TCI Ventures Group stock by them using this prospectus, including
liabilities under the Securities Act of 1933, and to contribute to payments that
the selling stockholders may be required to make that arise out of such offer
and sale.     

    
     Each of Merrill Lynch, Pierce, Fenner & Smith Incorporated, LB I Group Inc.
and Toronto Dominion (New York), Inc. has agreed to vote or cause to be voted
all shares of Series A TCI Ventures Group stock acquired by them in connection
with the equity swap transactions on any matter submitted to TCI stockholders in
the same proportions as votes are cast in favor of and against such matter by
the  holders of Series A TCI Ventures Group stock who are not officers or
directors of TCI.     

    
     The following table sets forth the number of shares owned by each selling
stockholder at February 24, 1999, and the number of those shares that are
covered by this prospectus. No selling stockholder owns 1% or more of the
outstanding shares of Series A TCI Ventures Group stock.     

                                       9
<PAGE>
 
<TABLE>    
<CAPTION>
                                                      
                                                          Maximum Number of 
                                                       Shares of Series A TCI  
                                Shares of Series A        Ventures Group
                                 TCI Ventures Group       Common Stock
Name of Selling Stockholder    Common Stock Owned         to be Offered
- ---------------------------    ---------------------      -------------
<S>                            <C>                  <C>
LB I Group Inc./(1)/                 1,462,930               1,462,930
Lehman Brothers Finance                      0                       0
 S.A./(1)/                          
Merrill Lynch International          6,569,934               5,851,718
Toronto Dominion (New                4,425,962               4,425,962
 York), Inc.
</TABLE>     

                                            
(1)  LB I Group Inc. and Lehman Brothers Finance S.A. are affiliates.     

    
     If required for any sale of shares, a supplement will be affixed to this
prospectus containing the name of the selling stockholder, the number of shares
to be sold and, if 1% or more, the percentage of the outstanding shares of
Series A TCI Ventures Group stock to be owned by the selling stockholder after
the sale.     


     Except as described below or in any prospectus supplement, neither TCI nor
any of its affiliates has had any material relationship with any selling
stockholder within the past three years.

     Within the past three years:

    
     .    Merrill Lynch, Pierce, Fenner & Smith Incorporated has acted as a
          principal underwriter in several public offerings of securities by
          subsidiaries of TCI for which it received customary fees;     
    
     .    Merrill Lynch International and/or its affiliates, including Merrill
          Lynch, Pierce, Fenner & Smith Incorporated, have entered into various
          swap transactions and related agreements with TCI having an aggregate
          notional value of approximately $264.9 million; as of February 22,
          1999, the notional value was approximately $62.1 million; and     
    
     .    Merrill Lynch International and/or its affiliates have entered into
          put transactions with TCI with respect to securities of TCI having an
          aggregate value of approximately $13.3 million.     

                                       10
<PAGE>
 
    
     Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as a financial
advisor to TCI in connection with the AT&T merger, for which it will receive
customary fees.  See "Recent Developments -- AT&T Merger;  Combination of
Liberty Media Group and TCI Ventures Group".     

    
     Within the past three years, Lehman Brothers Inc., an affiliate of LB I
Group Inc. and Lehman Brothers Finance S.A., has also acted as a principal
underwriter in several public offerings of securities by subsidiaries of TCI for
which it received customary fees.  LB I Group Inc. has entered into additional
swap transactions with TCI having an aggregate notional value of approximately
$874.9 million; the  notional value  as of February 22, 1999 was approximately
$627.3 million.  On June 16, 1997, each of Merrill Lynch, Pierce, Fenner & Smith
Incorporated and LB I Group Inc. purchased $264,946,532 of TCI's common stock
from the Estate of Bob Magness, the deceased former Chairman of TCI.  Those
shares, to the extent they were exchanged for shares of Series A TCI Ventures
Group stock, are covered by this prospectus.     

    
     Within the past three years Toronto Dominion (New York), Inc. and/or
affiliates thereof have:     

    
     .    established exisiting credit facilities for TCI and its affiliates of
          approximately $672.8 million;     

    
     .    entered into swap transactions with TCI and its subsidiaries having an
          aggregate notional value of approximately $689.4 million; the notional
          value as of February 22, 1999 was approximately $524.4 million; 
          and     
    
     .    established credit facilities for TCI's affiliates of approximately 
          $192 million, which facilities have since terminated.     

    
     TCI has agreed to bear all costs and expenses of registering the shares
covered by this prospectus under the Securities Act of 1933 and state securities
laws, including registration fees, legal and accounting fees and expenses and
costs relating to the printing and distribution of this prospectus. The selling
stockholders will be responsible for any underwriting discounts, selling
commissions or other compensation payable to underwriters, agents, or broker-
dealers, except that TCI has agreed to pay a commission of $0.02 per share for
shares covered by this prospectus sold in the Nasdaq National Market in
connection with the termination of the equity swap transactions.     

                                
                              Plan of Distribution     
    
     Any distribution of the shares covered by this prospectus by the selling
stockholders may be effected from time to time in one or more of the following
transactions:     

                                       11
<PAGE>
 
    
     .    through brokers, acting as agent in transactions (which may involve
          block transactions), in special offerings, in the over-the-counter
          market, or otherwise, at market prices obtainable at the time of sale,
          at prices related to such prevailing market prices, at negotiated
          prices or at fixed prices;     
    
     .    to dealers or underwriters who acquire shares for their own account
          and resell them in one or more transactions, including negotiated
          transactions, at a fixed public offering price or at varying prices
          determined at the time of sale (any public offering price and any
          discount or concessions allowed or reallowed or paid to other dealers
          may be changed from time to time);     

    
     .    directly or through brokers or agents in private sales at negotiated
          prices;     
    
     .    to lenders pledged as collateral to secure loans, credit or other
          financing arrangements and any subsequent foreclosure, if any, under
          those arrangements; or     
    
     .    by any other legally available means.     

    
     Also, offers to purchase shares covered by this prospectus may be solicited
by agents designated by the selling stockholders from time to time.  Dealers,
underwriters or agents participating in an offering made pursuant to this
prospectus and the related registration statement may receive underwriting
discounts or commissions under the Securities Act of 1933 and discounts or
concessions may be allowed or reallowed or paid to dealers, and brokers or
agents participating in such transactions may receive brokerage or agent's
commissions or fees.     

    
      TCI has been advised by each selling stockholder that it has not, as of
the date of this prospectus, entered into any arrangement with an underwriter,
agent or broker-dealer for the sale of its shares covered by this 
prospectus.     

    
      The selling stockholders may also sell all or a portion of the shares
covered by this prospectus pursuant to Rule 144 under the Securities Act of
1933, to the extent that such sales may be made in compliance with that 
Rule.     

    
     The selling stockholders and any agents or broker-dealers that participate
with the selling stockholders in the distribution of any of the shares covered
by this prospectus may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, and any discount or commission received by them and any
profit on the resale of shares covered by this prospectus purchased by them may
be deemed to be underwriting discounts or commissions under the Securities Act
of 1933.     

    
      In connection with a sale of shares covered by this prospectus, the
following information      

                                       12
<PAGE>
 
    
will, to the extent then required, be provided in the prospectus supplement
relating to such sale:    

    
     .    the number of shares to be sold,
     .    the purchase price,
     .    the public offering price,
     .    the name of any underwriter, agent or broker-dealer, and
     .    any commissions, discounts or other items constituting compensation to
          underwriters, agents or broker-dealers with respect to the particular
          sale.     

                                 
                              Validity of Shares     

     On behalf of TCI, Stephen M. Brett, Esq., Executive Vice President and
General Counsel of TCI, will pass upon the validity of the shares covered by
this prospectus.
                                      
                                    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 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 

                                       13
<PAGE>
 
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.

     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.

                                       14
<PAGE>
 
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.

                
                        
                      Where You Can Find More Information     

    
     We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
these reports, proxy statements and other information at the Securities and
Exchange Commission's public reference rooms in Washington, D.C., New York City
and Chicago. Please call the Securities and Exchange Commission at 1-800-SEC-
0330 for further information on their public reference rooms. Our Securities and
Exchange Commission filings are also available on the Commission's Website at
"http://www.sec.gov."     

    
     The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important information to you by referring to the documents that contain that
information. The information incorporated by reference is a part of this
prospectus and will automatically be updated and superseded by the information
we later file. Our Commission File Number is 0-20421.  We are incorporating by
reference in this prospectus the reports and other information listed below and
any future filings we make with the Securities and Exchange Commission under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior
to the sale of all of the shares covered by this prospectus:     

    
     1. Our Annual Report on Form 10-K for the year ended December 31, 1997 (as
        amended on January 7, 1999 and January 12, 1999);     

    
     2. Our 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. Our 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 our Series A TCI Ventures Group common stock included
        in Item 1 of our registration statement on Form 8-A (as amended by Form
        8-A/A (Amendment No. 1)).     

                                       15
<PAGE>
 
    
     You may request a copy of these filings and any future filings we make, at
no cost, by writing or telephoning us at the following address or telephone
number:     

                        
                            
                           Tele-Communications, Inc.
                                5619 DTC Parkway
                         Englewood, Colorado 80111-5500
                              Tel:  (303) 267-5500
                           Attn:  Corporate Secretary     

                                       16
<PAGE>
 
================================================================================

    
     Tele-Communications, Inc. has not authorized any person to make a statement
or to provide information that differs from what is in this prospectus and any
prospectus supplement.  If any person makes such a statement or provides such
information, you should not rely on it.  This prospectus and any prospectus
supplement is not an offer to sell nor is it seeking an offer to buy these
securities in any state in which such offer or sale is not permitted.  The
information in this prospectus and any prospectus supplement is complete and
accurate as of its date, but such information may change after such date.     


                         -----------------------------



                               Table of Contents

<TABLE>    
<CAPTION>
                                       Page
                                       ----
<S>                                    <C>
 
Tele-Communications, Inc.               2
Recent Developments                     3
Special Considerations Relating to
  Tracking Stocks                       6
Selling Stockholders                    8
Plan of Distribution                   11
Validity of the Shares                 13
Experts                                13
Where You Can Find More Information    13
 
</TABLE>     



                           Tele-Communications, Inc.

                    
                      
                    Series A TCI Ventures Group common stock     

                         -----------------------------


                                   Prospectus


                         -----------------------------



                          ______________________, 1999
                               


================================================================================
<PAGE>
 
                                    PART II
                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     All of the expenses in connection with the distribution of the Shares are
set forth below and will be borne by the Registrant.  Except for the
registration fee, all expenses are estimated.

<TABLE>
<CAPTION>
<S>                                                           <C> 
   Registration Fee............................................... $90,462.94
   Blue Sky Fees and Expenses (including counsel fees)............   2,000.00
   Legal Fees and Expenses........................................  20,000.00
   Accounting Fees and Expenses...................................  25,000.00
   Miscellaneous..................................................   1,000.00
                                                                  -----------
              Total...............................................$138,462.94
                                                                  -----------
</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 Company's Restated Certificate of Incorporation
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.

                                     II-2
<PAGE>
 
          (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.

     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 the Company's Bylaws also contains an indemnity
provision, requiring the Company to indemnify members of the Board of Directors
and officers of the Company and their respective heirs, personal representatives
and successors in interest for or on account of any action performed on behalf
of the Company, to the fullest extent provided by the laws of the State of
Delaware and the Company's Restated Certificate of Incorporation, as then or
thereafter in effect.

     The Company 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
the Company or is or was serving at the Company'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
the Company 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 the Company 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 the Company (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, the Company will seek legal advice only from independent legal counsel
selected by the indemnitee and approved by the Company.

                                     II-3
<PAGE>
 
     The indemnification agreements impose upon the Company 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, the Company'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 the Company if there is such a policy.

     The Company may purchase liability insurance policies covering its
directors and officers.

     In addition, the Selling Stockholders have agreed to indemnify the Company,
its directors and officers and each person, if any, who controls the Company
within the meaning of either the Securities Act or the Securities Exchange Act
of 1934, as amended, against certain liabilities, including civil liabilities
under the Securities Act, in connection with certain actions arising out of the
sale of the Shares registered hereby.

                                     II-4
<PAGE>
 
Item 16. EXHIBITS

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

4.1       Restated Certificate of Incorporation of the Company, 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 the Company's Annual Report on Form 10-K
          for the year ended December 31, 1997 (Commission File No. 0-20421)).

4.2       Bylaws of the Company as adopted June 16, 1994 (Incorporated herein by
          reference to Exhibit 3.2 of the Company's Annual Report on Form 10-K
          for the year ended December 31, 1994, as amended by Form 10-K/A
          (Amendment No. 1) (Commission File No. 0-20421)).

4.3       Specimen Stock Certificate for the Tele-Communications, Inc. Series A
          TCI Ventures Group Common Stock, par value $1.00 per share
          (Incorporated herein by reference to Exhibit 4.3 of the Company's
          registration statement on Form S-8 (Registration No. 333-40141)).

5         Opinion of Stephen M. Brett, Esq./*/


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.

23.7      Consent of KPMG LLP.

23.8      Consent of Deloitte & Touche LLP.

23.9      Consent of Stephen M. Brett, Esq. (included in Exhibit 5)./*/

24        Powers of Attorney./*/

- ----------------------

    /*/  Previously filed.

                                     II-5
<PAGE>
 
99.1      Registration Rights Agreement, dated as of June 16, 1997, by and
          between the Company and Merrill Lynch, Pierce, Fenner & Smith
          Incorporated (Incorporated herein by reference to Exhibit 99.1 of the
          Company's Registration Statement on Form S-3 (Registration No. 333-
          29849)).

99.2      Registration Rights Agreement, dated as of June 16, 1997, by and
          between the Company and LB I Group Inc. (Incorporated herein by
          reference to Exhibit 99.2 of the Company's Registration Statement on
          Form S-3 (Registration No. 333-29849)).

                                     II-6
<PAGE>
 
Item 17. UNDERTAKINGS

     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 the 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 the
     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  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 the registration statement or any
     material change to such information in the registration statement;

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
- --------  -------                                                        
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the 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.

     (4)  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 that is
incorporated by reference in the registration statement 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.

     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 described under Item 15 above, or
otherwise, the Registrant has been advised that in the 

                                     II-7
<PAGE>
 
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
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-8
<PAGE>
 
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Greenwood Village, State of Colorado,
on February 25, 1999.


                         TELE-COMMUNICATIONS, INC.



                         By: /s/ Stephen M. Brett
                            ------------------------------------------        
                             Name:  Stephen M. Brett
                             Title:  Executive Vice President

                                     II-9
<PAGE>
 
     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment to the 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> 
       *                        Chairman of the Board,                February 25, 1999
- ------------------------        Chief Executive Officer
(John C. Malone)                and Director
                                (Principal Executive
                                Officer)
 
              *                 President, Chief Operating            February 25, 1999
- ------------------------        Officer and Director
(Leo J. Hindery, Jr.)
              *                 Director                              February 25, 1999
- ------------------------
(Donne F. Fisher)
              *                 Director                              February 25, 1999
- ------------------------
(John W. Gallivan)
              *                 Director                              February 25, 1999
- ------------------------
(Paul Gould)
              *                 Director                              February 25, 1999
- ------------------------
(Jerome H. Kern)
              *                 Director                              February 25, 1999
- ------------------------
(Kim Magness)
              *                 Director                              February 25, 1999
- ------------------------
(Robert A. Naify)
              *                 Director                              February 25, 1999
- ------------------------
(J .C. Sparkman)
              *                 Senior Vice President and Treasurer   February 25, 1999
- ------------------------        (Principal Financial Officer)
(Bernard W. Schotters)
              *                 Executive Vice President of           February 25, 1999
- ------------------------        Finance
(Ann M. Koets)                  and Accounting of TCI
                                Communications, Inc.
                                (Principal Accounting Officer)
</TABLE>     


*By: /s/ Stephen M. Brett
    ----------------------------
      Stephen M. Brett
      Attorney-in-Fact

                                     II-10
<PAGE>
 
                                 EXHIBIT INDEX



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

4.1       Restated Certificate of Incorporation of the Company, 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 the Company's Annual Report on Form 10-K
          for the year ended December 31, 1997 (Commission File No. 0-20421)).

4.2       Bylaws of the Company as adopted June 16, 1994 (Incorporated herein by
          reference to Exhibit 3.2 of the Company's Annual Report on Form 10-K
          for the year ended December 31, 1994, as amended by Form 10-K/A
          (Amendment No. 1) (Commission File No. 0-20421)).

4.3       Specimen Stock Certificate for the Tele-Communications, Inc. Series A
          TCI Ventures Group Common Stock, par value $1.00 per share
          (Incorporated herein by reference to Exhibit 4.3 of the Company's
          registration statement on Form S-8 (Registration No. 333-40141).

5         Opinion of Stephen M. Brett, Esq./*/


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.

23.7      Consent of KPMG LLP.

23.8      Consent of Deloitte & Touche LLP.

23.9      Consent of Stephen M. Brett, Esq. (included in Exhibit 5)./*/

24        Powers of Attorney./*/

99.1      Registration Rights Agreement, dated as of June 16, 1997, by and
          between the Company and Merrill Lynch, Pierce, Fenner & Smith
          Incorporated (Incorporated herein by reference to Exhibit 99.1 of the
          Company's Registration Statement on Form S-3 (Registration No. 333-
          29849)).

99.2      Registration Rights Agreement, dated as of June 16, 1997, by and
          between the Company and LB I Group Inc. (Incorporated herein by
          reference to Exhibit 99.2 of the Company's Registration Statement on
          Form S-3 (Registration No. 333-29849)).

- ----------------------
/*/  Previously filed.

<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 amendment No. 2 to the
registration statement on Form S-3 (No. 333-71199) 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 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 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.     


                                                KPMG LLP

    
Denver, Colorado
February 25, 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 amendment No. 2 to the
registration statement on Form S-3 (No. 333-71199)  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.     

                                                        KPMG LLP
    
Denver, Colorado
February 25, 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 amendment No. 2 to the
registration statement on Form S-3 (No. 333-71199) 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.

 
                                                KPMG LLP
    
Denver, Colorado
February 25, 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 amendment No. 2 to the
registration statement on Form S-3 (No. 333-71199) 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.     

                              KPMG LLP
    
Denver, Colorado
February 25, 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 amendment No. 2 to the
registration statement on Form S-3 (No. 333-71199)  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.     

                              KPMG LLP

    
Denver, Colorado
February 25, 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 amendment No. 2 to the
registration statement on Form S-3 (No. 333-71199) 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.     

                              KPMG Audit Plc
                              Chartered Accountants
                              Registered Auditors

    
London, England
February 25, 1999     

<PAGE>
 
                                                                    EXHIBIT 23.7

                        CONSENT OF INDEPENDENT AUDITORS


The Board of Directors
Cablevision Systems Corporation:

    
We consent to the incorporation by reference in amendment No. 2 to the
registration statement on Form S-3 (No. 333-71199) 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 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, and to the reference
to our firm under the heading "Experts" in the registration statement.     

                                                      KPMG LLP

    
Melville, New York
February 25, 1999     

<PAGE>
 
                                                                    EXHIBIT 23.8

                         INDEPENDENT AUDITORS' CONSENT

    
We consent to the incorporation by reference in amendment No. 2 of Registration
Statement (No. 333-71199) 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.     

                              Deloitte & Touche LLP

    
Kansas City, Missouri
February 25, 1999     



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