<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 11-K
( X ) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1993
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _____ to _____
Commission file number 0-5550
TELE-COMMUNICATIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
TELE-COMMUNICATIONS, INC.
(Issuer of the securities held pursuant to the Plan)
5619 DTC Parkway
Englewood, Colorado 80111
(Address of its principal executive office)
<PAGE> 2
REQUIRED INFORMATION
Financial Statements: Page No.
-------------------- --------
Independent Auditors' Report 1
Statements of Net Assets Available
for Participant Benefits,
December 31, 1993 and 1992 2
Statements of Changes in Net Assets
Available for Participant Benefits,
Years ended December 31, 1993, 1992 and 1991 3
Notes to Financial Statements,
December 31, 1993, 1992 and 1991 4 to 7
Schedule 1 - Plan Investments 8
Schedule 2 - Reportable Transactions 9
Exhibit-
23 - Consent of KPMG Peat Marwick
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the members of the Plan Committee have duly caused this annual report to be
signed by the undersigned thereunto duly authorized.
TELE-COMMUNICATIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Name of Plan)
By /s/ GARY K. BRACKEN
Gary K. Bracken
Plan Administrator and
Member of Plan Committee
June 29, 1994
<PAGE> 3
Independent Auditors' Report
The Plan Committee
Tele-Communications, Inc.
Employee Stock Purchase Plan:
We have audited the accompanying statements of net assets available for
participant benefits of the Tele-Communications, Inc. Employee Stock Purchase
Plan as of December 31, 1993 and 1992, and the related statements of changes in
net assets available for participant benefits for each of the years in the
three-year period ended December 31, 1993. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for participant benefits of the
Tele-Communications, Inc. Employee Stock Purchase Plan as of December 31, 1993
and 1992, and the changes in those net assets for each of the years in the
three-year period ended December 31, 1993 in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of plan
investments and reportable transactions are presented for the purpose of
additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedules have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ KPMG PEAT MARWICK
KPMG Peat Marwick
Denver, Colorado
June 24, 1994
1
<PAGE> 4
TELE-COMMUNICATIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
Statements of Net Assets Available
for Participant Benefits
December 31, 1993 and 1992
<TABLE>
<CAPTION>
Assets 1993 1992
- - ------ ---------- ----------
<S> <C> <C>
Cash and cash equivalents $ 1,407,105 1,366,871
Investment in employer securities,
at market value (Tele-Communications, Inc.
common stock):
7,207,399 and 6,788,559 Class A shares,
with cost of $118,955,783 and
$89,714,861 at December 31, 1993
and 1992, respectively 218,023,820 144,256,879
Investments in marketable securities
(other than employer securities),
at market value:
Republic Pictures Corporation Class A
common stock, with cost of $29,040 and
$33,685 at December 31, 1993 and 1992,
respectively 318,024 219,142
General Communication, Inc. Class A
common stock, with cost of $169,480 and
$170,457 at December 31, 1993 and 1992,
respectively 624,877 350,988
General Communication, Inc. Class B
common stock, with cost of $53,244 and
$57,345 at December 31, 1993 and 1992,
respectively 67,780 36,500
------------- ------------
220,441,606 146,230,380
Liabilities
- - -----------
Due to broker for securities purchased 1,049,986 999,965
------------- ------------
Net assets available for participant benefits,
including $3,702,786 and $6,761,261 of
benefits payable to participants in 1993
and 1992, respectively $ 219,391,620 145,230,415
============= ============
</TABLE>
See accompanying notes to financial statements.
2
<PAGE> 5
TELE-COMMUNICATIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
Statements of Changes in Net Assets Available
for Participant Benefits
Years ended December 31, 1993, 1992 and 1991
<TABLE>
<CAPTION>
1993 1992 1991
------------ ---------- -----------
<S> <C> <C> <C>
Contributions:
Employer $ 16,448,894 12,931,053 7,790,462
Employee 16,904,515 13,101,966 7,933,564
Transfers from other plans 356,950 852,494 --
------------- ------------ ------------
33,710,359 26,885,513 15,724,026
------------- ------------ ------------
Net investment income:
Net unrealized appreciation
(depreciation) of securities:
Tele-Communications, Inc.
Class A common stock 64,409,739 28,601,910 24,127,555
Republic Pictures Corporation
Class A common stock 146,908 70,524 (29,282)
General Communication, Inc.
Class A common stock 316,920 94,294 (13,581)
General Communication, Inc.
Class B common stock (5,819) (6,184) 21,591
Realized gain on securities
transactions -- -- 3,996
Interest income 32,429 84,972 23,149
------------- ------------ ------------
64,900,177 28,845,516 24,133,428
------------- ------------ ------------
Total contributions and net
investment income 98,610,536 55,731,029 39,857,454
Distributions to participants (24,449,331) (19,491,529) (11,778,695)
------------- ------------ ------------
Increase in net assets available
for participant benefits 74,161,205 36,239,500 28,078,759
Net assets available
for participant benefits:
Beginning of year 145,230,415 108,990,915 80,912,156
------------- ------------ ------------
End of year $ 219,391,620 145,230,415 108,990,915
============= ============ ============
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 6
TELE-COMMUNICATIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
December 31, 1993, 1992 and 1991
(1) Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared on an accrual
basis and present the net assets available for participant benefits and the
changes in those net assets.
Trust Fund Managed by The Colorado National Bank ("Trustee")
Under the terms of a trust agreement between the Trustee and the
Tele-Communications, Inc. Employee Stock Purchase Plan (the "Plan"), the
Trustee manages a trust fund on behalf of the Plan. The Trustee has been
granted discretionary authority concerning purchases and sales of
investments for the trust fund. The Trustee may invest up to 100% of the
assets of the Plan in employer securities without regard to any fiduciary
requirement to diversify Plan assets.
Cash Equivalents
The Plan considers investments with initial maturities of three months or
less to be cash equivalents.
Investments
Investments are reflected in the accompanying financial statements at
current market value. Current market value represents the closing prices
for those securities having readily available market quotations and fair
value as determined by the Trustee with respect to other securities. The
values used for Tele-Communications, Inc. ("TCI") Class A common stock were
$30.25 and $21.25 per share at December 31, 1933 and 1992, respectively.
On June 15, 1994 TCI Class A common stock closed at $21.25 per share.
Securities transactions are accounted for on the trade date. Distributions
are reflected at current market value and are accounted for when shares are
transferred by the Trustee to participants. The cost basis of such shares
distributed is determined using the "first-in, first-out" ("FIFO") method.
Income Taxes
The Plan has received a determination letter from the Internal Revenue
Service, dated February 4, 1986, which provides that the Plan is qualified
under the provisions of Section 401(a) of the Internal Revenue Code and is
exempt from Federal income taxation under Section 501 of such Code. The
Plan has also received a determination letter, dated March 6, 1989,
regarding qualification of the salary reduction provisions of the Plan
under Section 401(k) of the Internal Revenue Code.
Plan Expenses
Administrative expenses of the Plan are paid by TCI. Accordingly, such
expenses are not reflected in the accompanying financial statements.
(continued)
4
<PAGE> 7
TELE-COMMUNICATIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
(2) Description of the Plan
The Plan is a defined contribution plan sponsored by TCI. The Plan enables
participating employees to acquire a proprietary interest in TCI and to
receive benefits upon retirement. In addition, the Plan includes a salary
deferral feature in respect of employee contributions. At December 31,
1993, there were 9,306 participants in the Plan and 13,679 employees were
eligible to participate. Due to the December 2, 1991 merger between TCI
and United Artists Entertainment Company ("UAE"), eligible UAE employees
who remained with TCI were allowed to participate in the Plan effective
January 1, 1992. Under the terms of the Plan, employees are eligible for
participation after one year of service (if at least 21 years old and work
a minimum of 1,000 hours per year) and the normal retirement age is 65
years. Participants may contribute up to 10% of their compensation, as
defined, to the Plan. TCI (by annual resolution of the Board of Directors)
may contribute up to 100% of the participant contributions. Forfeitures
(due to participants' withdrawal prior to full vesting) are used to reduce
TCI's otherwise determined contributions. Such forfeitures amounted to
$455,621, $170,913 and $143,102 for the years ended December 31, 1993, 1992
and 1991, respectively. Participant contributions are fully vested.
Generally, participants acquire a vested right in TCI contributions as
follows:
Vesting
Years of service percentage
---------------- ----------
Less than 1 0
1-2 20
2-3 30
3-4 45
4-5 60
5-6 80
6 or more 100
Although TCI has not expressed an intent to terminate the Plan, it may do
so at any time. The Plan provides for full and immediate vesting of all
participant rights upon termination of the Plan.
(3) Other Marketable Securities
On January 30, 1985, TCI distributed all of the issued and outstanding
shares held by TCI of the capital stock of Republic Pictures Corporation, a
majority-owned subsidiary of TCI prior to the distribution, to TCI's
shareholders of record on January 14, 1985.
In early 1987, WestMarc Communications, Inc. ("WestMarc"), a wholly-owned
subsidiary of TCI, distributed all of the issued and outstanding shares of
the capital stock of General Communication, Inc. ("GCI"), a wholly-owned
subsidiary of WestMarc prior to the distribution, to WestMarc's
shareholders of record on December 29, 1986.
(continued)
5
<PAGE> 8
TELE-COMMUNICATIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
During 1991, Liberty Media Corporation ("Liberty"), an indirect
wholly-owned subsidiary of TCI, distributed transferable exchange rights to
holders of TCI common stock, convertible securities and employee options.
These transferable exchange rights were distributed on the basis of one
exchange right for every 200 shares of TCI Class A or Class B common stock
held or issuable upon conversion of convertible securities or exercise of
options. Each exchange right permitted the holder, subject to the terms
and conditions of the exchange offers described in the Prospectus/Offering
Circular and related Letters of Transmittal that accompanied the exchange
rights, to tender sixteen shares of TCI Class A or Class B common stock to
Liberty in exchange for one share of the same class of Liberty common
stock. Since the Plan held in excess of six million shares of TCI Class A
common stock at the time of such rights distribution, it received over
30,000 Class A exchange rights. The Trustee disposed of such exchange
rights for nominal consideration.
(4) Change in Unrealized Appreciation
Unrealized appreciation of TCI Class A common stock for the years ended
December 31, 1993, 1992 and 1991, is calculated as follows:
<TABLE>
<CAPTION>
1993 1992 1991
------------ ---------- ----------
<S> <C> <C> <C>
End of year $ 99,068,037 54,542,018 42,177,377
Change in unrealized
appreciation of
distributions 19,883,720 16,237,269 10,464,603
Less beginning of year 54,542,018 42,177,377 28,514,425
------------ ---------- ----------
$ 64,409,739 28,601,910 24,127,555
============ ========== ==========
</TABLE>
(5) Transfers from Other Plans
TCI has certain subsidiaries that maintain separate retirement savings
plans. Participants in a subsidiary plan may elect, on a quarterly basis
to transfer their entire account balance to the Plan. During 1993 and
1992, transfers to the Plan from such subsidiary plans aggregated $356,950
and $852,494, respectively.
(6) Reconciliation to Form 5500
The following represents a reconciliation between the Statement of Net
Assets Available for Participant Benefits included in the accompanying
financial statements and the Form 5500 at December 31, 1993:
<TABLE>
<S> <C>
Net Assets Available for Participant Benefits -
financial statements $ 219,391,620
Benefits payable to participants (3,702,786)
-------------
Net Assets Available for Participant Benefits -
Form 5500 $ 215,688,834
=============
(continued)
</TABLE>
6
<PAGE> 9
TELE-COMMUNICATIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
The following represents a reconciliation between distributions to
participants in the Statement of Changes in Net Assets Available for
Participant Benefits included in the accompanying financial statements and
the Form 5500 for the year ended December 31, 1993:
<TABLE>
<S> <C>
Distributions to participants -
financial statements $ 24,449,331
Reversal of prior year benefits
payable to participants (6,761,261)
Current year benefits payable
to participants 3,702,786
------------
Distributions to participants -
Form 5500 $ 21,390,856
============
</TABLE>
(7) Subsequent Event
As of January 27, 1994, TCI and Liberty entered into a definitive agreement
to combine the two companies (the "Merger"). The transaction will be
structured as a tax free exchange of Class A and Class B shares of both
companies and preferred stock of Liberty for like shares of a newly formed
holding company, TCI/Liberty Holding Company ("TCI/Liberty"). TCI
shareholders will receive one share of TCI/Liberty for each of their
shares. Liberty common shareholders will receive 0.975 of a share of
TCI/Liberty for each of their common shares. The Merger is subject to the
approval of both sets of shareholders as well as various regulatory
approvals and other customary conditions. Subject to timely receipt of
such approvals, which cannot be assured, it is anticipated the closing of
the Merger will take place during 1994.
In connection with the Merger, TCI will take all actions necessary to amend
the Plan prior to the effective date of the Merger to provide that the Plan
will not purchase any capital stock of TCI at or after the effective date
of the Merger. By virtue of the Merger, each share of TCI common stock
held by the Plan at the effective date of the Merger will be converted into
the right to receive one share of the same class of TCI/Liberty common
stock. After the effective date of the Merger, the Plan will be adopted by
TCI/Liberty.
7
<PAGE> 10
Schedule 1
TELE-COMMUNICATIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
Plan Investments
December 31, 1993
<TABLE>
<CAPTION>
Investment securities Shares Cost Market
- - --------------------- ---------- ---------- ----------
<S> <C> <C> <C>
Common Stocks
-------------
Tele-Communications, Inc.
Class A 7,207,399 $ 118,955,783 $ 218,023,820
Republic Pictures Corporation
Class A 25,190 29,040 318,024
General Communication, Inc.
Class A 131,553 169,480 624,877
General Communication, Inc.
Class B 16,945 53,244 67,780
------------- -------------
Total investments in common stocks $ 119,207,547 $ 219,034,501
============= =============
Cash Equivalents
----------------
Short Term Investment Co. 1,405,122 $ 1,405,122 $ 1,405,122
============= =============
</TABLE>
See accompanying independent auditors' report.
8
<PAGE> 11
Schedule 2
TELE-COMMUNICATIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
Reportable Transactions
Years ended December 31, 1993, 1992 and 1991
<TABLE>
<CAPTION>
Purchases Sales
----------------------------- -------------------------------------------
Realized
Shares Cost Shares Proceeds Gain
---------- ----------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C>
For the year ended:
December 31, 1993:
Short-term Investment Co. 32,788,180 $ 32,788,180 32,834,596 $ 32,834,596 --
TCI Class A common stock 1,394,635 $ 33,202,815 -- -- --
December 31,1992:
Short-term Investment Co. 25,698,879 $ 25,698,879 25,075,428 $ 25,075,428 --
TCI Class A common stock 1,477,866 $ 26,895,107 -- -- --
December 31, 1991:
Short-term Investment Co. 14,727,178 $ 14,727,178 14,151,429 $14,151,429 --
TCI Class A common stock 1,001,549 $ 14,992,916 -- -- --
</TABLE>
See accompanying independent auditors' report.
9
<PAGE> 12
EXHIBIT INDEX
Shown below is the exhibit which is filed as a part of this Report -
23 - Consent of KPMG Peat Marwick
<PAGE> 1
Exhibit 23
Consent of Independent Auditors
The Plan Committee
Tele-Communications, Inc.
Employee Stock Purchase Plan:
We consent to incorporation by reference in the Registration Statement (No.
33-59058) on Form S-8 of Tele-Communications, Inc. Employee Stock Purchase
Plan of our report dated June 24, 1994, relating to the statements of net
assets available for participant benefits of the Tele-Communications, Inc.
Employee Stock Purchase Plan as of December 31, 1993 and 1992, and the related
statements of changes in net assets available for participant benefits for each
of the years in the three-year period ended December 31, 1993 and related
schedules which report appears in the December 31, 1993 annual report on Form
11-K of the Tele-Communications, Inc. Employee Stock Purchase Plan.
/s/ KPMG PEAT MARWICK
KPMG Peat Marwick
Denver, Colorado
June 28, 1994
