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: November 25, 1998
Date of Earliest Event Reported: November 19, 1998
TELE-COMMUNICATIONS INTERNATIONAL, INC.
(Exact name of Registrants as specified in their charters)
State of Delaware
______________________________________________
(State or other jurisdiction of incorporation)
0-26264 84-1289408
______________________ _______________________________________
(Commission File Number) (I.R.S. Employer Identification Number)
5619 DTC Parkway
Englewood, Colorado 80111
________________________________________ ____________
(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code: (303) 267-5500
<PAGE>
Item 5. Other Events.
_______ _____________
On November 19, 1998, Tele-Communications International, Inc.
("TINTA" or the "Company") completed a merger in which the
Company became a wholly-owned subsidiary of Tele-Communications,
Inc. ("TCI"). As a result of the merger, the shares of TINTA not
already owned by TCI Ventures Group were converted into the right
to receive .58 of a share of Tele-Communications, Inc. Series A
Liberty Media Group Common Stock. Prior to the merger, TCI
Ventures Group owned approximately 83% of TINTA's Series A Common
Stock and all of TINTA's Series B Common Stock. TCI has
previously announced its intention to combine TCI Ventures Group
and Liberty Media Group into a single entity, subject to
stockholder approval. Until such combination is completed,
approximately 85% and 15% of TCI's economic interests in TINTA
will be attributed to TCI Ventures Group and Liberty Media Group,
respectively. Shares of TINTA Series A Common Stock ceased
trading at the close of business on November 19, 1998. A copy
of the press release of the Company with respect to the merger
is included as Exhibit 99.1. Such document is incorporated by
reference into this Item 5, and the foregoing description of such
document is qualified in its entirety by reference to such Exhibit.
Item 7. Financial Statements and Exhibits
_______ _________________________________
(c) Exhibits
________
99.1 Company press release dated November 19, 1998.
<PAGE>
SIGNATURES
__________
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: November 25, 1998
TELE-COMMUNICATIONS INTERNATIONAL, INC.
(Registrant)
By: /s/ Graham Hollis
______________________________
Graham Hollis
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
Tele-Communications International, Inc.
(Traded on the NASDAQ as TINTA)
NEWS RELEASE
November 19, 1998
For information contact:
Mike Erickson, Tele-Communications International, Inc. (1) 303-
267-6481
TELE-COMMUNICATIONS INTERNATIONAL, INC.
COMPLETES MERGER
ENGLEWOOD, COLORADO - Tele-Communications International,
Inc, ("TINTA") announced that its merger with a wholly-owned
subsidiary of Tele-Communications, Inc, ("TCI") was completed
today after approval at a special meeting of TINTA's
stockholders.
As a result of the merger, the shares of TINTA not already
owned by TCI subsidiaries were converted into the right to
receive .58 of a share of Tele-Communications, Inc. Series A
Liberty Media Group Common Stock. Prior to the Merger, TCI
Ventures Group (Nasdaq: TCIVA) owned approximately 83% of
TINTA's Series A Common Stock and all of TINTA's Series B Common
Stock. TCI has previously announced its intention to combine TCI
Ventures Group and Liberty Media Group (Nasdaq: LBTYA) into a
single entity, subject to stockholder approval. Until that
combination is completed, approximately 85% of TINTA will be
attributed to TCI Ventures Group and the balance attributed to
Liberty Media Group.
Shares of TINTA Series A Common stock ceased trading at the
close of business today. TINTA's 4-1/2% Convertible Subordinated
Debentures due 2006 will continue to trade on the Nasdaq Stock
Market under the symbol TINTG but will be convertible into shares
of Series A Liberty Media Group Common Stock rather than TINTA
Series A Common Stock, at a conversion price of $27.30 per .58 of
a share of Series A Liberty Media Group Common Stock (which
equates to an effective conversion price of $47.07 per whole
share of Series A Liberty Media Group Common Stock).
Letters of transmittal to be used in exchanging stock
certificates will be sent to TINTA stockholders shortly.
Tele-Communications International, Inc. 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 subscribers in Europe, Asia and Latin
America and also provides cable and satellite programming
services in various countries outside of the United States.
