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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
(Amendment No. )*
Tele-Communications, Inc.
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(Name of Issuer)
Cumulative Convertible Exchangeable
Preferred Stock Class A $2.125
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(Title of Class of Securities)
872287206
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(CUSIP Number)
Check the following box if a fee is being paid with this
statement [X]. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
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*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following page(s))
Page 1 of 8 Pages
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CUSIP No. 872287206 13G Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The TCW Group, Inc. 04-2254452
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / X /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada corporation
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NUMBER OF 5 SOLE VOTING POWER
SHARES 516,000
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY -0-
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 516,000
PERSON 8 SHARED DISPOSITIVE POWER
WITH -0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
516,000
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.2% (see response to Item 4)
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12 TYPE OF REPORTING PERSON*
HC/CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 872287206 13G Page 3 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert Day
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / X /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
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NUMBER OF 5 SOLE VOTING POWER
SHARES 516,000
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY -0-
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 516,000
PERSON 8 SHARED DISPOSITIVE POWER
WITH -0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
516,000
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.2% (see response to Item 4)
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12 TYPE OF REPORTING PERSON*7
HC/IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 4 of 8 Pages
Item 1(a). Name of Issuer:
Tele-Communications, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
5619 DTC Parkway
Englewood, CO 80111-3000
Item 2(a). Name of Persons Filing:
Item 2(b). Address of Principal Business Office:
Item 2(c). Citizenship:
The TCW Group, Inc.
865 South Figueroa Street
Los Angeles, CA 90017
(Nevada Corporation)
Robert Day
200 Park Avenue, Suite 2200
New York, New York 10166
(United States Citizen)
Item 2(d). Title of Class of Securities:
Cumulative Convertible Exchangeable Preferred
Stock Class A $2.125
Item 2(e). CUSIP Number:
872287206
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Page 5 of 8 Pages
Item 3. If this statement is filed pursuant to Rules
13d-1(b), or 13d-2(b), check whether the person
filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of
the Act:
Not applicable
(b) [ ] Bank as defined in Section 3(a)(6) of the Act:
Not applicable
(c) [ ] Insurance Company as defined in Section
3(a)(19) of the Act:
Not applicable
(d) [ ] Investment Company registered under Section 8
of the Investment Company Act:
Not applicable
(e) [ ] Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940:
Not applicable
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund (SEE 13d-1(b)(1)(ii)(F)):
Not applicable
(g) [X] Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G) (SEE Item 7):
The TCW Group, Inc.
Robert Day (individual who may be deemed to
control The TCW Group, Inc. and other
holders of the Cumulative Convertible
Exchangeable Preferred Stock Class A
$2.125 of the issuer)
(h) [ ] Group, in accordance with Rule
13d-1(b)(1)(ii)(H):
Not applicable.
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Page 6 of 8 Pages
Item 4. Ownership
THE TCW GROUP, INC.
(a) Amount beneficially owned: 516,000
(b) Percent of class: 11.2%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
516,000
(ii) Shared power to vote or to direct the
vote: none.
(iii) Sole power to dispose or direct the
disposition of: 516,000
(iv) Shared power to dispose or to direct the
disposition of: none.
ROBERT DAY
(a) Amount beneficially owned: 516,000
(b) Percent of class: 11.2%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
516,000
(ii) Shared power to vote or to direct the
vote: none.
(iii) Sole power to dispose or direct the
disposition of: 516,000
(iv) Shared power to dispose or to direct the
disposition of: none.
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** The filing of this Schedule 13G shall not be construed as an admission
that the reporting person or any of its affiliates is, for the purposes of
Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial
owner of any securities covered by this Schedule 13G. In addition, the filing
of this Schedule 13G shall not be construed as an admission that the
reporting person or any of its affiliates is the beneficial owner of any
securities covered by this Schedule 13G for any other purposes than
Section 13(d) of the Securities Exchange Act of 1934.
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Page 7 of 8 Pages
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Various persons other than as described in Item 4
have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the
sale of, the Cumulative Convertible Exchangeable
Preferred Stock Class A $2.125 of Tele-Communications,Inc.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company.
SEE Exhibit A.
Item 8. Identification and Classification of Members of the
Group.
Not applicable. SEE Exhibits A and B.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Because this statement is filed pursuant to Rule 13d-1(b),
the following certification is included:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and were
not acquired for the purpose of and do not have the effect
of changing or influencing the control of the issuer of
such securities and were not acquired in connection with
or as a participant in any transaction having such purpose
or effect.
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Page 8 of 8 Pages
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated this 27th day of February, 1996.
The TCW Group, Inc.
By: /s/ Mohan V. Phansalkar
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Mohan V. Phansalkar
Vice President
Robert Day
By: /s/ Mohan V. Phansalkar
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Under Power of Attorney
dated January 30, 1996,
on File with Schedule 13G
Amendment Number 1 for
Matrix Service Co. dated
January 30, 1996.
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EXHIBIT A
RELEVANT SUBSIDIARIES OF PARENT HOLDING COMPANY
PART A: TCW Entities
PARENT HOLDING COMPANY:
The TCW Group, Inc.
Robert Day (an individual who may be deemed to
control The TCW Group, Inc.)
RELEVANT SUBSIDIARIES THAT ARE PERSONS DESCRIBED IN RULE 13d-1(b):
(i) Trust Company of the West, a California corporation
and a bank as defined in Section 3(a)(6) of the Securities
Exchange Act of 1934.
(ii) TCW Asset Management Company, a California
corporation and an Investment Adviser registered under
Section 203 of the Investment Advisers Act of 1940.
(iii) TCW Funds Management, Inc., a California corporation
and an Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940.
Note: No Cumulative Convertible Exchangeable Preferred
Stock Class A $2.125 Stock of Tele-Communications,
Inc. is held directly by The TCW Group, Inc. Other
than the indirect holdings of The TCW Group, Inc. no
Cumulative Convertible Exchangeable Preferred Stock
Class A $2.125 of Tele-Communications,Inc. is held
directly or indirectly by Robert Day, an individual
who may be deemed to control The TCW Group, Inc.
PART B: NON TCW ENTITIES
PARENT HOLDING COMPANY:
Robert Day (an individual who may be deemed to
control the holders described below which are not
subsidiaries of The TCW Group, Inc.)
RELEVANT SUBSIDIARIES THAT ARE PERSONS DESCRIBED IN RULE 13d-1(b):
Oakmont Corporation, a California corporation and an
Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940.
Cypress International Partners Limited, a British
Virgin Islands corporation and an Investment Adviser
registered under Section 203 of the Investment
Advisers Act of 1940.
A-1
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EXHIBIT B
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the
foregoing statement on Schedule 13G is filed on behalf of each of
the undersigned and that all subsequent amendments to this
statement on Schedule 13G shall be filed on behalf of each of the
undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each
shall be responsible for the timely filing of such amendments,
and for the completeness and accuracy of the information
concerning him or it containing therein, but shall not be
responsible for the completeness and accuracy of the information
concerning the other, except to the extent that he or it knows or
has reason to believe that such information is accurate.
Dated: February 27, 1996
By: /s/ Mohan V. Phansalkar
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Mohan V. Phansalkar
Vice President
Robert Day
By: /s/ Mohan V. Phansalkar
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Under Power of Attorney
dated January 30, 1996,
on File with Schedule 13G
Amendment Number 1 for
Matrix Service Co. dated
January 30, 1996.
B-1
