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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: February 25, 1994
Date of Earliest Event Reported: February 22, 1993
TELE-COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
State of Delaware
(State or other jurisdiction of incorporation)
0-5550 84-0588868
(Commission File Number) (I.R.S. Employer Identification No.)
5619 DTC Parkway
Englewood, Colorado 80111
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 267-5500
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ITEM 5. OTHER EVENTS.
As previously reported, Tele-Communications, Inc. ("TCI"), Liberty
Media Corporation ("Liberty") and Bell Atlantic Corporation ("BAC") had entered
into a letter of intent which set forth the terms and conditions upon which the
parties proposed to negotiate a combination of Liberty and TCI with BAC
pursuant to a series of transactions. On February 23, 1994, Liberty, TCI and
BAC announced that they were unable to reach final agreement on their proposed
merger and have terminated negotiations. A copy of the press release, dated
February 23, 1994, is included herein as Exhibit 2 and is hereby incorporated
by reference into this Item 5, and the foregoing description is qualified in
its entirety by reference to such Exhibit.
On February 22, 1994, the Federal Communications Commission (the
"FCC") unanimously adopted revisions to its rules relating to the regulation of
cable television consumer charges which, when published, will result in further
reductions of such charges by many cable television operators. On February 24,
1994, TCI issued a press release discussing the estimated effect of the FCC's
recent announcement. A copy of the press release is included herein as Exhibit
99. Exhibit 99 is hereby incorporated by reference into this Item 5, and the
foregoing description is qualified in its entirety by reference to such
Exhibit.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Exhibits
(2) Press Release, dated February 23, 1994.
(99) Press Release, dated February 24, 1994.
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SIGNATURE
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: February 25, 1994
TELE-COMMUNICATIONS, INC. (Registrant)
By:/s/ STEPHEN M. BRETT
Stephen M. Brett
Senior Vice President and
General Counsel
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EXHIBIT INDEX
Listed below are the exhibits which are filed as part of this report (according
to the number assigned to them in Item 601 of Regulation S-K):
(2) Press Release, dated February 23, 1994.
(99) Press Release, dated February 24, 1994.
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Exhibit 2
FOR IMMEDIATE RELEASE
FEBRUARY 23, 1994
CONTACT: LELA COCOROS/MEDIA RELATIONS
(303)267-5273
STEVE SMITH/INVESTOR RELATIONS
(303)267-5048
STATEMENT OF TELE-COMMUNICATIONS, INC, LIBERTY MEDIA
CORPORATION AND BELL ATLANTIC CORPORATION
Bell Atlantic Corporation, Tele-Communications, Inc. and Liberty Media
Corporation announced today that they have been unable to reach final agreement
on their proposed merger and have terminated negotiations.
"We are, of course, disappointed," said Ray Smith, Chairman of Bell
Atlantic, "but the unsettled regulatory climate made it too difficult for the
parties to value the future today. We have developed great respect for TCI,
Liberty and their employees, and we look forward to working with them in the
future." Smith said that the parties had resolved their major differences, but
regulatory actions announced this week made reaching agreement on a transaction
of this magnitude impossible.
John C. Malone, President of TCI, said, "Given market and regulatory
uncertainties, Ray and I concluded that this is not the time to bring our
companies together. We are discussing other ways of working together,
including possible joint ventures to build full service networks, and joint
investment in programming."
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Exhibit 99
FOR IMMEDIATE RELEASE
FEBRUARY 24, 1994
CONTACT: STEVE SMITH
(303) 267-5048
LELA COCOROS
(303) 267-5273
ESTIMATED EFFECT OF FCC RECENT ANNOUNCEMENT
ENGLEWOOD, COLORADO - After its initial review of the effect of the
FCC further rate reductions, TCI estimated that its cash flow could be further
decreased by approximately $144 million annually. This estimate was based upon
the FCC Executive Summary, dated February 22, 1994. The actual reduction in
annualized cash flow may differ depending on the terms of the final regulations
and more complete analysis, including an analysis of TCI's existing rates and
services, and future actions the Company may take to mitigate the impact.
Additionally, TCI is suspending $500 million of capital spending, pending
further clarification of the FCC's regulations. This represents 50% of the
Company's planned capital spending in 1994.
