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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: October 27, 1994
Date of Earliest Event Reported: October 25, 1994
TELE-COMMUNICATIONS, INC.
AND
TCI COMMUNICATIONS, 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)
0-20421 and 0-5550 84-1260157 and 84-0588868
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(Commission File Numbers) (I.R.S. Employer Identification Nos.)
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.
Tele-Communications, Inc., Comcast Corporation, Cox Cable
Communications, Inc. and Sprint Corporation announced the formation of
a new venture created to pursue the wireless telecommunications
business. The foregoing brief description is qualified in its entirety
by reference to the Press Release, dated October 25, 1994, included
herein as Exhibit 2.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired - none.
(b) Pro forma financial information - none.
(c) Exhibits -
(2) Press Release, dated October 25, 1994.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrants have duly caused this report to be signed on their behalf by
the undersigned hereunto duly authorized.
Date: October 27, 1994
TELE-COMMUNICATIONS, INC.
(Registrant)
By:/s/ Stephen M. Brett
Stephen M. Brett
Executive Vice President and
Secretary
TCI COMMUNICATIONS, INC.
(Registrant)
By:/s/ Stephen M. Brett
Stephen M. Brett
Senior Vice President and
General Counsel
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INDEX TO EXHIBITS
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EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
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2 Press Release, dated October 25, 1994.
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SPRINT, TCI, COMCAST AND COX
FORGE UNPRECEDENTED COMMUNICATIONS ALLIANCE
NEW YORK, OCT. 25, 1994 - Sprint, Tele-Communications, Inc. (TCI), Comcast
Corporation and Cox Cable today announced a powerful new venture that will
create an unprecedented communications alternative, packaging local telephone,
long distance and wireless communications with cable services into a single
offering for consumer and businesses.
"This alliance of non-traditional partners -- telephone and cable --
will revolutionize what is delivered over your telephone, your cable television
and your computer," said William T. Esrey, chairman and chief executive officer
of Sprint. "It is the single-source provider that will define
telecommunications in the 21st Century. We have the infrastructure, the
financial resources, the strategic alignment, the marketing presence and the
strong national and local brand recognition needed to compete successfully.
"This venture means competition can be widely introduced in the local
communications marketplace," he added. "Consumers can look forward to the
widest possible array of communications services delivered with unsurpassed
quality and with all the assurances and conveniences of a strong national
brand."
The cable partners are upgrading their infrastructure to allow for
delivery of broadband, digital telephone services and the next generation of
entertainment services. Telecommunications products and services with the
Sprint brand name and cable services and products branded by the cable
operators will be crossed-promoted. The joint venture will offer Sprint branded
services, using the local cable television systems of the partners.
"The venture makes clear economic sense for U.S. telephone customers
and for the partners," said John C. Malone, president and chief executive
officer of TCI. "We have a variety of services beyond the venture's branded
telecommunications service that can be packaged and sold by all partners and
affiliates on a nationwide basis. We have set our sights squarely on a
successful business -- 21st Century broadband integrated telecommunications."
With nearly 290,000 cable miles in place, the joint venture's existing
facilities today pass approximately one-third of American homes. When existing
regulatory and legislative barriers to local telephone competition are removed,
the venture could begin serving the first of these homes with seamlessly
integrated voice, video and data services coupled with wireless within the next
year.
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"All the partners have consistently and unanimously advocated opening
the local telephone market to competition," said Brian L. Roberts, president of
Comcast. "As we have seen in the long distance and telephone equipment
marketplace, consumers benefit when they are able to choose from multiple
suppliers. This venture offers the best and fastest way to bring competition to
the last telecommunications bottleneck -- the local telephone market. Consumers
are the ones who will be hurt unless federal, state and local policymakers
seize the opportunity to make this new age a universal reality and permit all
Americans to enjoy the true benefits of competition."
The partnership will actively seek affiliations with additional cable
companies, and it will offer incentives to cause other cable companies to
affiliate, giving the venture broader reach.
James Kennedy, chairman and chief executive officer of Cox, said he is
confident that other cable companies will realize the economic and marketing
benefits of the partnership, adding that it has already received expressions of
interest from possible additional affiliates.
"This venture offers a viable alternative for cable operators to
remain as independent competitors," Kennedy said. "We will continue to prosper
and grow as we participate in providing to consumers--for the first time in 90
years--an alternative to local telephony service. This partnership will allow
us to continue to brand video services under the Cox name, while also marketing
wireline and wireless telephony services under the Sprint name. I encourage
other cable operating companies to sign on."
The joint venture will be owned 40 percent by Sprint, 30 percent by
TCI and 15 percent each by Comcast and Cox.
The partners have signed definitive wireless agreements and created
partnerships to bid jointly for Personal Communications Services (PCS) licenses
to be auctioned by the Federal Communications Commission in December. "The
venture already possesses considerable wireless experience and expertise, and
wireless is an essential component of the venture's package of services," said
Roberts. "Sprint's long distance network, the cable operators' local fiber and
coaxial networks and the existing wireless capabilities of our companies will
serve as the backbone that will link new PCS services owned by the venture. We
will make participation in this venture an attractive opportunity for PCS
license holders, and we will be particularly interested in affiliations with
designated entity groups interested in partnering with the premier national
service provider."
The parties have also signed a detailed joint venture formation
agreement, which provides the basis upon which they will develop definitive
agreements for their local
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telephone activities. Additionally, the partners intend that Teleport
Communications Group (TCG), which is owned by several cable television
operators and is the nation's largest competitive access provider, will be
contributed to the venture.
TCG will provide local access for long distance services, a direct
link to business customers and experience in competing against local exchange
companies. TCG's broadband metro network, which serves 19 major markets and
will expand to 25 by mid-1995, will also link adjacent cable television systems
and will continue to provide local access to Sprint Long Distance and other
carriers. The cable partners are currently in discussions with the minority
Teleport partner concerning its Teleport interest.
"TCG has demonstrated over the past decade that an entrepreneurial
company with experienced management and the latest technology can successfully
challenge the largest local telephone monopolies by satisfying consumers'
demand for new, improved and high-value local telecommunications services,"
said Kennedy.
"This partnership is a revolutionary idea in communications," Esrey
said. "The technology is here, the economics are right and the time is now."
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FOR FURTHER INFORMATION, CONTACT 212-554-2420 ON OCT 25
Susan Kraus for Sprint (after Oct 25 at 202-828-7410)
Lela Cocoros for TCI (after Oct 25 at 303-267-5273)
John Alchin for Comcast (after Oct 25 at 215-981-7503)
David Andersen for Cox (after Oct 25 at 404-843-5855)
Roger Cawley for TCG (after Oct 25 at 718-983-2122)
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