TCI COMMUNICATIONS INC
8-K, 1996-07-02
CABLE & OTHER PAY TELEVISION SERVICES
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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:  July 2, 1996
                Date of Earliest Event Reported:  June 28, 1996



                            TCI 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.
- -------    -------------

      In January of 1995, two securities class action complaints ("Actions")
      were filed against Interactive Network, Inc. ("Interactive") and certain
      of its then current and former officers and directors (collectively, the
      "Interactive Defendants") in the United States District Court for
      the Northern District of California which sought unspecified damages for
      alleged violations of the disclosure requirements of the federal
      securities laws.  These Actions were filed on behalf of a class of
      shareholders that purchased the stock of Interactive during the period
      August 15, 1994 through November 22, 1994. Pursuant to an order of the
      Court, the Actions were consolidated, and in April 1995, a Consolidated
      Amended Class Action Complaint captioned In re Interactive Network, Inc.
      Securities Litigation ("Consolidated Case") was filed in the same court
      which again sought damages against the Interactive Defendants for
      violations of the disclosure requirements of the federal securities laws,
      which violations allegedly occurred during the period May 2, 1994 through
      March 31, 1995.  On June 28, 1996, a Third Amended Consolidated Class
      Action Complaint was filed in the Consolidated Case against the
      Interactive Defendants which also added Tele-Communications, Inc., TCI
      Communications, Inc., TCI Development Corporation and Gary Howard as
      defendant parties (collectively, the "TCI Defendants").  The Third
      Amended Consolidated Class Action Complaint seeks damages against the
      Interactive Defendants for violation of disclosure requirements of the
      federal securities laws and seeks similar unspecified damages against the
      TCI Defendants predicated upon the allegation that they were "controlling
      persons" of Interactive at the time that the alleged wrongs took place. 
      TCI Communications, Inc. believes the claims asserted against it and the
      other TCI Defendants are without merit and intends to defend such claims
      vigorously. 

<PAGE>   3




                                   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:  July 2, 1996



                                      TCI COMMUNICATIONS, INC.
                                      (Registrant)



                                      By:/s/ Stephen M. Brett
                                         ---------------------------
                                         Stephen M. Brett
                                          Senior Vice President





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