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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: July 17, 1998
Date of Earliest Event Reported: July 13, 1998
TELE-COMMUNICATIONS INTERNATIONAL, INC.
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(Exact name of Registrants as specified in their charters)
State of Delaware
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(State or other jurisdiction of incorporation)
0-26264 84-1289408
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(Commission File Number) (I.R.S. Employer Identification Number)
5619 DTC Parkway
Englewood, Colorado 80111
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(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code: (303) 267-5500
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Item 5. Other Events.
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On July 13, 1998, the Company announced that they had received a
proposal from Liberty Media Group, the programming unit of Tele-
Communications, Inc. ("TCI"), for the acquisition by Liberty
Media Group of all of the shares of common stock of the Company
not owned by TCI Ventures Group, the technology investment unit
of TCI. No assurance can be given that such transaction will be
consummated. A copy of the proposal is included herein as
Exhibit 99.1 and a copy of the press release of the Company with
respect to such proposal is included as Exhibit 99.2. Such
documents are incorporated by reference into this Item 5, and the
foregoing description of such documents is qualified in its
entirety by reference to such Exhibits.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
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99.1 Form of proposal letter dated July 10, 1998 from
Liberty Media Group.
99.2 Company press release dated July 13, 1998.
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SIGNATURES
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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: July 17, 1998
TELE-COMMUNICATIONS INTERNATIONAL, INC.
(Registrant)
By: /s/ Graham Hollis
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Graham Hollis
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
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EXHIBIT 99.1
LIBERTY MEDIA CORPORATION
Robert R. Bennett
President & CEO
July 10, 1998
Board of Directors
Tele-Communications International, Inc.
Terrace Tower II VIA TELECOPY &
5619 DTC Parkway HAND DELIVERY
Englewood, Colorado 80111
Attn: Mr. David J. Evans
President and Chief Executive Officer
Gentlemen:
This letter sets forth a proposal for the acquisition
by Liberty Media Corporation ("Liberty"), a wholly owned
subsidiary of Tele-Communications, Inc. ("TCI"), of all the
issued and outstanding shares of common stock of Tele-
Communications International, Inc. ("TINTA") that are not
beneficially owned by TCI, TCI Ventures Group, LLC ("TCIV") or
Liberty. The proposed acquisition would be effected through a
merger (the "Merger") involving TINTA and Liberty or an affiliate
of Liberty. We expect that the Merger will be structured so that
it will not result in the recognition of gain or loss by
stockholders of TINTA for federal income tax purposes.
We propose that, in the Merger, each outstanding share
of TINTA common stock ("TINTA Common Stock"), except shares
beneficially owned by TCI, TCIV or Liberty, will be converted
into the right to receive .58 share of Series A Liberty Media
Group Common Stock ("Liberty Tracking Stock"). Each outstanding
option to purchase TINTA Common Stock pursuant to any stock
option or similar plan of TINTA will be converted into an option
to purchase Liberty Tracking Stock on a basis consistent with the
exchange ratio applicable in the Merger. We understand that when
the Merger is completed, outstanding securities that are
convertible into TINTA Common Stock will be convertible into
shares of Liberty Tracking Stock in accordance with the terms of
those convertible securities.
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Should the proposed terms of the Merger, as described
above, be acceptable to the Board of Directors of TINTA, we
expect that the parties will proceed to negotiate and enter into
a definitive merger agreement that will include, among other
things, representations, covenants and conditions customary in
transactions of this kind. The merger agreement will provide
that completion of the Merger will be subject, among other
things, to (i) the effectiveness of a registration statement
under the Securities Act of 1933 pertaining to the issuance of
shares of Liberty Tracking Stock in the Merger, (ii) the absence
of any court order or other legal requirement that would have the
effect of making the Merger illegal or that would require any
party to the Merger (or any of its affiliates) to divest any
material assets and (iii) the obtaining of any material required
consents of third parties. We expect that TINTA will require
that it receive an opinion, as of the date of the merger
agreement, of an investment banking firm retained by TINTA to the
effect that the Merger is fair from a financial point of view to
the stockholders of TINTA other than TCI, TCIV or Liberty.
This letter is intended only to assist the parties in
negotiating the definitive terms of the proposed transaction and
is not intended to constitute or create a legally binding
obligation. Prior to the execution of a definitive merger
agreement, either party may terminate negotiations at any time
without further obligation or liability.
We look forward to receiving your response to our
proposal.
Very truly yours,
LIBERTY MEDIA CORPORATION
By:
Robert R. Bennett, President
RRB/tm
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[EXHIBIT 99.2]
Tele-Communications International, Inc.
(Traded on the Nasdaq as TINTA)
NEWS RELEASE
July 13, 1998
For information contact:
Media: Tana Wedum, Tele-Communications International, Inc. (1)
303 267 5648
Analysts: Mike Erickson, Tele-Communications International (1)
303 267 6481
TELE-COMMUNICATIONS INTERNATIONAL, INC.
RECEIVES PROPOSAL FROM LIBERTY MEDIA GROUP FOR
ACQUISITION OF PUBLIC SHARES OF TINTA COMMON STOCK
ENGLEWOOD, Colorado --- Tele-Communications International,
Inc. (Nasdaq: TINTA) announced that it has received a proposal
from Liberty Media Group (Nasdaq: LBTYA), the programming arm of
Tele-Communications, Inc. ("TCI"), for the acquisition by Liberty
Media Group of all of the shares of common stock of TINTA not
owned by TCI Ventures Group (Nasdaq: TCIVA). Under the
proposal, TINTA's public shareholders would receive, in a merger
transaction, for each share of TINTA Class A Common Stock owned
by them, 0.58 of a share of Series A Liberty Media Group Common
Stock (Nasdaq: LBTYA). As of the close of business on Friday,
July 10, the last sale price on Nasdaq for the Series A Liberty
Media Group Common Stock was $41 9/16 and for the TINTA Class A
Common Stock was $21 7/8.
TINTA does not intend to make any further comment on Liberty
Media Group's proposal unless or until a definitive agreement
relating to a merger is reached or discussions to that end are
terminated.
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TCI Ventures Group owns 83 percent of TINTA's Class A Common
Stock and all of TINTA's Class B Common Stock, which collectively
represents 92 percent of the combined voting power of TINTA's
Class A and Class B Common Stock.
Tele-Communications International, Inc. (which trades on the
Nasdaq as TINTA) is an international media company providing
programming services and operating television, telephone and
Internet distribution networks around the world,. Tele-
Communications International is a partner in ventures that
provide cable services to 4.3 million subscribers in Europe, Asia
and Latin America and also provides 50 cable and satellite
programming services in various countries outside of the United
States.
Liberty Media, a unit of Tele-Communications, Inc., has
ownership in numerous cable television networks in the United
States and overseas. Liberty Media Group Series A and Series B
Common Stock are series of Tele-Communications, Inc. Common Stock
and are traded on the National Market tier of The Nasdaq Stock
Market under the symbols LBTYA and LBTYB, respectively.
