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Rule 424 (b)(3)
Registration No. 33-60982
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JULY 26, 1993 AS SUPPLEMENTED BY
PROSPECTUS SUPPLEMENT DATED AUGUST 4, 1993)
$750,000,000
TELE-COMMUNICATIONS, INC.
MEDIUM-TERM NOTES, SERIES B
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
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The following section completely replaces the section "Certain United
States Tax Considerations" in the Prospectus Supplement dated August 4, 1993
relating to the Medium-Term Notes, Series B (the "Notes") of
Tele-Communications, Inc. (the "Company"). The discussion below is applicable to
Notes issued on or after April 4, 1994. Capitalized terms not defined herein
have the meanings ascribed to them in the Prospectus Supplement dated August 4,
1993.
CERTAIN UNITED STATES TAX CONSIDERATIONS
UNITED STATES HOLDERS
The following is a summary of certain United States federal income tax
considerations that may be relevant to a holder of a Note that is a United
States person (as defined in the Code), or that otherwise is subject to United
States federal income taxation on a net income basis in respect of a Note. This
summary is based on laws, regulations, rulings and decisions now in effect, all
of which are subject to change. This summary deals only with holders that will
hold Notes as capital assets and does not address tax considerations applicable
to investors that may be subject to special tax rules, such as financial
institutions, tax-exempt organizations, insurance companies or dealers in
securities or currencies, or persons that will hold Notes as a position in a
"straddle" or as part of a hedging transaction for tax purposes. This summary
does not include a discussion of tax consequences to holders of any Note in
which principal, premium, if any, and interest, if any, with respect to such
Note are to be paid in a Specified Currency or which is an Indexed Currency
Note. Additional United States federal income tax considerations applicable to
particular Notes may be set forth in the applicable Multi-Currency Prospectus
Supplement or Pricing Supplement.
Investors should consult their own tax advisors in determining the tax
consequences to them of holding and disposing of Notes, including the
application to their particular situation of the tax considerations discussed
below, as well as the application of state, local, foreign or other tax laws.
Payments of Interest. Payments of Qualified Stated Interest (as defined
below) on a Note will be taxable to a holder as ordinary interest income at the
time that such payments are accrued or are received (in accordance with the
holder's method of tax accounting). In general, Qualified Stated Interest is
stated interest which is unconditionally payable in cash or property (other than
debt instruments of the issuer) at least annually at a single fixed rate. (For a
special rule in the case of Floating Rate Notes, see below.)
Purchase, Sale and Retirement of Notes. A holder's tax basis in a Note
generally will equal the cost of such Note to such holder, increased by any
amounts includible in income by the holder as original issue discount (and
accrued market discount, if any, if the holder has included such market discount
in income) and reduced by any amortized premium (each as described below) and
any payments other than payments of Qualified Stated Interest made on such Note.
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THE DATE OF THIS PROSPECTUS SUPPLEMENT IS APRIL 13, 1994.
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Upon the sale, exchange or retirement of a Note, a holder generally will
recognize gain or loss in an amount equal to the difference between the amount
realized on the sale, exchange or retirement (less any accrued and unpaid
interest, which will be taxable as such) and the holder's tax basis in the Note.
Except as otherwise discussed below, gain or loss recognized by a holder on
the sale, exchange or retirement of a Note generally will be long-term capital
gain or loss if the holder has held the Note for more than one year at the time
of disposition. Currently, for individuals, long-term capital gain is subject to
a maximum rate of taxation of 28%, as opposed to a maximum rate of 39.6% for
ordinary income. The distinction between capital gain or loss and ordinary
income or loss is also important for purposes of the limitations on a holder's
ability to offset capital losses against ordinary income.
Original Issue Discount. Holders of Original Issue Discount Notes generally
will be subject to the special tax accounting rules for original issue discount
obligations provided by the Code and certain Treasury Regulations issued on
January 27, 1994, (the "OID Regulations"). Holders of such Notes should be aware
that, as described in greater detail below, they generally must include original
issue discount in ordinary gross income for United States Federal income tax
purposes as it accrues, in advance of the receipt of cash attributable to that
income.
For United States federal income tax purposes, original issue discount is
the excess of the stated redemption price at maturity of a Note over its issue
price, if such excess equals or exceeds a de minimis amount (generally 1/4 of 1%
of the Note's stated redemption price at maturity multiplied by the number of
complete years to its maturity from its issue date). The issue price of an issue
of Notes equals the first price at which a substantial amount of such Notes has
been sold. The stated redemption price at maturity of a Note is the sum of all
payments provided by the Note other than payments of Qualified Stated Interest.
In addition, under the OID Regulations, if a Note bears interest for one or more
accrual periods at a rate below the rate applicable for the remaining term of
such Note (e.g., Notes with teaser rates or interest holidays), and if the
greater of either the resulting foregone interest on such Note or any "true"
discount on such Note (i.e., the excess of the Note's stated principal amount
over its issue price) equals or exceeds a specified de minimis amount, then part
or all of the stated interest on the Note would be treated entirely as original
issue discount rather than Qualified Stated Interest.
In general, each holder of an Original Issue Discount Note, whether such
holder uses the cash or the accrual method of tax accounting, will be required
to include in ordinary gross income the sum of the "daily portions" of original
issue discount on that Note for all days during the taxable year on which the
holder owns the Note. The daily portions of original issue discount on an
Original Issue Discount Note are determined by allocating to each day in any
accrual period a ratable portion of the original issue discount allocable to
that accrual period. An accrual period may be any length of time, and the
lengths may vary during the time the Note is outstanding, so long as no accrual
period is greater than one year and provided that each scheduled payment of
principal or interest occurs either on the final day of an accrual period or on
the first day of an accrual period. In the case of an initial holder, the amount
of original issue discount on an Original Issue Discount Note allocable to each
accrual period is determined by (i) multiplying the "adjusted issue price" (as
defined below) of the Note by the yield to maturity of the Note (as adjusted for
the length of the accrual period) and (ii) subtracting from that product the
amount, if any, of Qualified Stated Interest allocable to that accrual period.
The "adjusted issue price" of an Original Issue Discount Note at the
beginning of any accrual period will generally be the sum of its issue price and
the amount of original issue discount allocable to all prior accrual periods,
reduced by the amount of all payments other than payments of Qualified Stated
Interest, if any, made with respect to such Note in all prior accrual periods.
As discussed above, in order to determine the amount of original issue discount
allocable to an accrual period, the adjusted issue price of an Original Issue
Discount Note will be multiplied by the Note's yield to maturity (as adjusted
for the length of the accrual period). As a result of this "constant yield"
method of including original issue discount into income, the amounts so
includible in income by a holder, in respect of an Original Issue Discount Note,
are generally lesser in the early years and greater in the later years than the
amounts that would be includible on a straight-line basis.
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In the case of Floating Rate Notes, special rules apply. Such a Note will
qualify as a "variable rate debt instrument" if it (i) has an issue price which
does not exceed the total noncontingent principal payments by more than an
amount equal to the lesser of (a) .015 multiplied by the product of the total
noncontingent principal payments and the number of complete years to the
Floating Rate Note's maturity from its issue date or (b) 15 percent of the total
noncontingent principal payments; (ii) provides for stated interest, paid or
compounded at least annually, at current values of (a) one or more qualified
floating rates, (b) a single fixed rate and one or more qualified floating
rates, (c) a single fixed rate and a single objective rate that is a qualified
inverse floating rate or (d) a single objective rate. A floating rate is a
qualified floating rate if variations in the rate can reasonably be expected to
measure contemporaneous variations in the cost of newly borrowed funds in the
currency in which the Floating Rate Note is denominated. A multiple of a
qualified floating rate is generally not a qualified floating rate, except that
a multiple greater than zero and not more than 1.35 is permissible (and the
product can be decreased or increased by a fixed rate). An objective rate is a
rate (other than a qualified floating rate) which is determined using a single
fixed formula and which is based upon (i) either the yield or changes in the
price of one or more items of personal property that is actively traded (other
than stock or debt of the issuer or a related party); (ii) one or more qualified
floating rates; (iii) one or more rates where each rate would be a qualified
floating rate for a debt instrument denominated in a currency other than the
currency in which Floating Rate Note is denominated; or (iv) a combination of
the above rates. A qualified inverse floating rate is an objective rate in which
(i) the rate is equal to a fixed rate minus a qualified floating rate and (ii)
variations in the rate can reasonably be expected to inversely reflect
contemporaneous variations in the cost of newly borrowed funds. The fact that a
Floating Rate Note has a Maximum Interest Rate or a Minimum Interest Rate will
not affect the qualification of the Floating Rate Note as a "variable rate debt
instrument" if such Maximum or Minimum Interest Rates are fixed throughout the
term of the debt instruments, or such Maximum or Minimum Interest Rates are not
reasonably expected as of the issue date to cause the yield on the Note to be
significantly more or less than the yield would be without the restriction of
the Maximum or Minimum Interest Rate. The OID Regulations also provide that if a
Floating Rate Note provides for stated interest at a fixed rate for an initial
period of less than one year followed by a variable rate that is either a
qualified floating rate or an objective rate and if the variable rate on the
Floating Rate Note's issue date is intended to approximate the fixed rate (e.g.,
the value of the variable rate on the issue date does not differ from the value
of the fixed rate by more than 25 basis points), then the fixed rate and the
variable rate together will constitute either a single qualified floating rate
or objective rate, as the case may be.
If a Floating Rate Note that provides for stated interest at either a
single qualified floating rate or a single objective rate throughout the term
thereof qualifies as a "variable rate debt instrument" under the OID
Regulations, then any stated interest on such Note which is unconditionally
payable in cash or property (other than debt instruments of the issuer) at least
annually will constitute Qualified Stated Interest and will be taxed
accordingly. Thus, a Floating Rate Note that provides for stated interest at
either a single qualified floating rate or a single objective rate throughout
the term thereof and that qualifies as a "variable rate debt instrument" under
the OID Regulations will generally not be treated as having been issued with
original issue discount unless the Floating Rate Note is issued at a "true"
discount (i.e., at a price below the Note's stated principal amount) in excess
of a specified de minimis amount. Original issue discount on such a Floating
Rate Note arising from "true" discount is allocated to an accrual period using
the constant yield method described above.
In general, any other Floating Rate Note that qualifies as a "variable rate
debt instrument" will be deemed to be converted into an "equivalent" fixed rate
debt instrument for purposes of determining the amount and accrual of original
issue discount and Qualified Stated Interest on the Floating Rate Note. The OID
Regulations generally require that such a Floating Rate Note be treated as
converted into an "equivalent" fixed rate debt instrument by substituting any
qualified floating rate or qualified inverse floating rate provided for under
the terms of the Floating Rate Note with a fixed rate equal to the value of the
qualified floating rate or qualified inverse floating rate, as the case may be,
as of the Floating Rate Note's issue date. Any objective rate (other than a
qualified inverse floating rate) provided for under the terms of the Floating
Rate Note is converted into a fixed rate that reflects the yield that is
reasonably expected for the Floating Rate Note. In the case of a Floating Rate
Note that qualifies as a "variable rate debt instrument" and provides for
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stated interest at a fixed rate in addition to either one or more qualified
floating rates or a qualified inverse floating rate, the fixed rate is initially
converted into a qualified floating rate (or a qualified inverse floating rate,
if the Floating Rate Note provides for a qualified inverse floating rate). Under
such circumstances, the qualified floating rate or qualified inverse floating
rate that replaces the fixed rate must be such that the fair market value of the
Floating Rate Note as of the Floating Rate Note's issue date is approximately
the same as the fair market value of an otherwise identical debt instrument that
provides for either the qualified floating rate or qualified inverse floating
rate rather than the fixed rate. Subsequent to converting the fixed rate into
either a qualified floating rate or a qualified inverse floating rate, the
Floating Rate Note is then treated as converted into an "equivalent" fixed rate
debt instrument in the manner described above.
Once the Floating Rate Note is deemed converted into an "equivalent" fixed
rate debt instrument pursuant to the foregoing rules, the amount of original
issue discount and qualified stated interest, if any, are determined for the
"equivalent" fixed rate debt instrument by applying the general original issue
discount rules to the "equivalent" fixed rate debt instrument and a United
States holder of the Floating Rate Note will account for such original issue
discount and qualified stated interest as if the United States holder held the
"equivalent" fixed rate debt instrument. Each accrual period appropriate
adjustments will be made to the amount of qualified stated interest or original
issue discount assumed to have been accrued or paid with respect to the
"equivalent" fixed rate debt instrument in the event that such amounts differ
from the actual amount of interest accrued or paid on the Floating Rate Note
during the accrual period.
If a Floating Rate Note does not qualify for the above treatment, then the
Note will be an Original Issue Discount Note and the interest on such Note will
be treated as contingent interest. Contingent interest is generally includible
income as it becomes fixed, to the extent that such interest exceeds any minimum
stated interest. The regulations governing contingent interest are still in
proposed form, so that details of the law governing contingent interest are
still uncertain.
A subsequent holder of an Original Issue Discount Note that does not
purchase the Note at a cost which exceeds its stated redemption price at
maturity, reduced by the amount of any payment made on the Note prior to the
date of purchase other than payments of Qualified Stated Interest, also
generally will be required to include in gross income the daily portions of
original issue discount, calculated as described above. However, if the
subsequent holder acquires the Original Issue Discount Note at a lower yield to
maturity than the yield of the Note for original issue discount purposes with
respect to the initial holder of the Note, the subsequent holder may reduce its
periodic inclusions of original issue discount income to reflect the lower yield
to maturity of the Note.
In general, an individual or other cash method holder of an Original Issue
Discount Note that matures one year or less from the date of its issuance (a
"short-term Original Issue Discount Note") is not required to accrue original
issue discount for United States federal income tax purposes unless an election
is made to do so. United States holders who report income for federal income tax
purposes on the accrual method and certain other holders, including banks and
dealers in securities, are required to include original issue discount on such
short-term Original Issue Discount Notes on a straight-line basis, unless an
election is made to accrue the original issue discount according to a constant
interest method based on daily compounding. In the case of a holder who is not
required, and does not elect, to include original issue discount in income
currently, any gain realized on the sale, exchange or retirement of the
short-term Original Issue Discount Note will be ordinary income to the extent of
the original issue discount accrued on a straight-line basis (or, if elected,
according to a constant interest method based on daily compounding) through the
date of sale, exchange or retirement. In addition, such non-electing holders
which are not subject to the current inclusion requirement described in this
paragraph will be required to defer deductions for any interest paid on
indebtedness incurred or continued to purchase or carry such short-term Original
Issue Discount Notes in an amount not exceeding the deferred interest income,
until such deferred interest income is realized.
If any Note is issued with Optional Repayment Dates, the yield and maturity
on the Note will be calculated by assuming that the Note will be repaid on the
first Optional Repayment Date if such repayment would increase the yield on the
Note. If the Note is deemed to be repaid on the first Optional Repayment Date,
but is not in fact repaid on such date, then for purposes of calculating
original issue discount, a new Note
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will be deemed issued on such date for the Note's adjusted issue price on such
date, and the rules outlined in this and the previous sentence will apply with
respect to all subsequent Optional Repayment Dates.
If any Note is issued with Redemption Dates, the yield and maturity on such
Note will be calculated by assuming that the Note will be redeemed on the
Initial Redemption Date if such redemption would decrease the yield on the Note.
If the Note is deemed to be redeemed on the Initial Redemption Date, but is not
in fact redeemed on such date, then for purposes of calculating original issue
discount, a new Note will be deemed issued on such date for the Note's adjusted
issue price on such date, and the rules outlined in this and the previous
sentence will apply with respect to all subsequent Redemption Dates.
If any Note is subject to an Extension Period, then the yield and maturity
on such Note shall be calculated by deeming the Final Maturity Date to be the
Stated Maturity Date of the Note and treating the Original Stated Maturity Date
as being the date on which the Company has a call option on the Note. Such call
option will be deemed to be exercised on the Original Stated Maturity Date if,
and only if, by utilizing the Original Stated Maturity Date as the Maturity Date
and the redemption price on such date as the stated redemption price at
maturity, the yield to maturity of the Note is lower than it would be if the
Note were not redeemed on such date. If the Note is deemed to be repaid on the
Original Stated Maturity Date and is not in fact repaid on such date, then for
purposes of calculating original issue discount a new Note will be deemed issued
on the Original Stated Maturity Date for the Note's adjusted issue price on such
date and the rules outlined in this and the previous sentence will apply with
respect to all subsequent maturity dates. If the deemed call option is not
considered to be exercised, the option to extend shall be presumed to be
exercised.
Premium and Market Discount. A holder of a Note that purchases the Note at
a cost greater than the sum of all amounts payable on the Note after the
purchase (other than payments of Qualified Stated Interest) will be considered
to have purchased the Note at a premium and may amortize such premium, using a
constant yield method, over the remaining term of the Note.
If a holder of a Note purchases the Note at a price that produces a yield
to maturity higher than the yield to maturity at which such Note first was
issued, the Note generally will be considered to bear "market discount" in the
hands of such holder. In such case, the gain realized by the holder on the sale
or retirement of the Note generally will be treated as ordinary income to the
extent of the market discount that accrued on the Note while held by such
holder, unless such holder elected to accrue market discount into income
currently. In general terms, market discount on a Note will be treated as
accruing ratably over the term of such Note, or, at the election of the holder,
under a constant yield method. In addition, a portion of the interest expense
incurred or continued to purchase or carry a Note with market discount may be
deferred unless the holder elects to accrue market discount into income
currently.
The OID Regulations provide for an election whereby a holder on the accrual
basis of accounting may choose to treat all stated interest, original issue
discount, and market discount as original issue discount.
Treatment of Certain Interest. The treatment to a holder of income from an
Original Issue Discount Note may be affected by a provision of the Omnibus
Budget Reconciliation Act of 1989. To the extent this provision applies to an
Original Issue Discount Note and the holder of such Note is a corporation, then
solely for purposes of the deduction allowed by the Code to corporations for
dividends received from a domestic corporation, all or a portion of the original
issue discount from such Note may be treated as a dividend to such holder. For
this provision to apply (i) the maturity date of a debt instrument must be more
than 5 years from the date of issue, (ii) the yield to maturity on such
instrument must equal or exceed the sum of (A) the applicable federal rate in
effect under Section 1274(d) of the Code for the calendar month in which the
obligation is issued, plus (B) 5 percentage points, and (iii) such instrument
must have "significant original issue discount." A debt instrument will be
treated as having "significant original issue discount" if (i) the aggregate
amount which would be includible in gross income with respect to such instrument
for periods before the close of any accrual period ending after the date five
years after the date of issue, exceeds (ii) the sum of (A) the aggregate amount
of interest to be paid under the instrument before the close of such accrual
period, and (B) the product of the issue price of such instrument and its yield
to maturity. For purposes of applying this provision to a debt instrument, any
payment under the instrument will be assumed to be made on
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the last day permitted under such instrument. The specific application of this
provision to an Original Issue Discount Note will depend upon the terms of such
Note.
NON-UNITED STATES HOLDERS
Under present United States federal income and estate tax law, and subject
to the discussion of backup withholding below:
(i) payments of principal and interest, including premium or original
issue discount ("Discount") on an Original Issue Discount Note, made by the
Company or any of its paying agents on a Note to any holder that is a
corporation, individual, fiduciary or partnership that is, as to the United
States, a foreign corporation, a nonresident alien individual, a
nonresident fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, as to the United
States, a foreign corporation, a nonresident alien individual or a
nonresident fiduciary of a foreign estate or trust (a "United States
Alien") will not be subject to United States withholding tax, provided that
in the case of Discount or interest, (a) the holder does not actually or
constructively own 10% or more of the total combined voting power of all
classes of stock of the Company entitled to vote, (b) the holder is not a
controlled foreign corporation that is related to the Company through stock
ownership, (c) the holder is not a bank receiving interest described in
Section 881(c)(3) of the Code, and (d) either (1) the beneficial owner of
the Note certifies to the Company or its agent, under penalties of perjury,
that it is not a United States person (as defined in the Code) and provides
its name and address or (2) a securities clearing organization, bank or
other financial institution that holds customers' securities in the
ordinary course of its trade or business (a "financial institution"), and
holds the Note on behalf of the beneficial owner, certifies to the Company
or its agent, under penalties of perjury, that such a certification from
the beneficial owner has been received by it or by a financial institution
between it and the beneficial owner and furnishes the payor with a copy
thereof,
(ii) a holder of a Note who is a United States Alien will not be
subject to United States federal income tax on gain realized on the sale,
exchange or retirement of the Note, unless (a) such gain is derived within
the United States and such holder is an individual who is present in the
United States for 183 days or more during the taxable year in which the
gain occurred or (b) such gain is effectively connected with a United
States trade or business of such holder; and
(iii) a Note held by an individual who at the time of death is not a
citizen or resident of the United States (as defined in the Code) will not
be subject to United States federal estate tax as a result of such
individual's death if the individual does not actually or constructively
own 10% or more of the total combined voting power of all classes of stock
of the Company entitled to vote and, at the time of the individual's death,
payments with respect to the Note would not have been effectively connected
to the conduct of a trade or business by the individual in the United
States.
If a United States Alien is engaged in a trade or business in the United
States and interest, including Discount, on the Note is effectively connected
with the conduct of such trade or business, the United States Alien, although
exempt from the withholding tax discussed in the preceding paragraph, may be
subject to United States income tax on such interest and Discount in the same
manner as if it were a United States holder. In addition, if such a holder is a
foreign corporation, it may be subject to a branch profits tax equal to 30% of
its effectively connected earnings and profits for the taxable year, subject to
adjustments. For this purpose, interest, including Discount, on a Note will be
included in earnings and profits if such interest and Discount is effectively
connected with the conduct by the United States Alien of a trade or business in
the United States.
Notwithstanding the above, certain contingent interest will be taxable to
non-resident alien individuals and foreign corporations unless such interest is
subject to a treaty exemption. For this purpose, subject to certain exceptions,
interest is deemed to be contingent if the amount of interest is determined by
reference to:
1. any receipts, sales or other cash flow of the Issuer or a related
person;
2. any income or profits of the Issuer or a related person;
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3. any change in value of any property of the Issuer or a related person;
or
4. any dividend, partnership distribution or similar payments made by the
Issuer or a related person.
A "related person" for this purpose includes not only persons who would be
related under the rules of Section 267(b) and Section 707(b)(1) of the Code, but
also anyone who is a party to any arrangement undertaken for a tax avoidance
purpose. In addition, the Internal Revenue Service (the "IRS") may designate in
regulations other types of contingent interest which will fall under the scope
of this law.
Also, a Note providing only for contingent interest will be considered
situated within the United States for estate tax purposes, and will thus be
included in a decedent's gross estate. If a Note provides for both contingent
and non-contingent interest, an appropriate portion of the value of such an
instrument, as determined in a manner prescribed by the IRS, will be treated as
property within the U.S. and will thus be included in a decedent's gross estate.
Until regulations are issued to provide guidance as to the proper method for
determining the appropriate portion of such an instrument that is to be treated
as situated in the United States, taxpayers will be permitted to use any
reasonable method for making such determination.
The exact scope of the law relating to contingent interest Notes remains to
be determined by regulations. Prospective holders of Notes are urged to consult
their personal tax advisors with respect to the scope of the law.
INFORMATION REPORTING AND BACKUP WITHHOLDING
Payments of principal (including Discount, if any) of and any premium and
interest on a Note made within the United States by the Company or the Paying
Agent are generally subject to information reporting and possibly to "backup
withholding" at a rate of 31%. Information reporting and "backup withholding"
generally do not apply to payments to certain "exempt recipients" such as
corporations. Also, information reporting and backup withholding do not apply to
payments of principal (including Discount, if any) of and any premium and
interest on a Note made outside the United States by the Company or the Paying
Agent if the certification described in clause (i) (d) under "Non-United States
Holders" is received, provided in each case that the payor does not have actual
knowledge that the holder is a United States person.
Payment of the proceeds from the sale of a Note to or through a foreign
office of a broker will not be subject to information reporting or backup
withholding, except that, if the broker is a United States person, a controlled
foreign corporation for United States tax purposes or a foreign person 50% or
more of whose gross income is from a United States trade or business,
information reporting and possibly backup withholding will apply to such
payments unless such broker has documentary evidence in its files of the owner's
foreign status and has no actual knowledge to the contrary (or the owner
otherwise establishes an exemption from information reporting and backup
withholding). Payment of the proceeds from the sale of a Note to or through the
United States office of a broker is subject to information reporting and backup
withholding unless the holder or beneficial owner certifies as to its United
States Alien status or otherwise establishes an exemption from information
reporting and backup withholding.
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