UNITED STATES
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: January 28, 1999
Date of Earliest Event Reported: January 14, 1999
TCI COMMUNICATIONS, INC.
_______________________________________________________
(Exact name of Registrant as specified in its charters)
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
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 267-5500
<PAGE>
Item 5. Other Events
_______ ____________
On January 14, 1999, Tele-Communications, Inc. ("TCI")
announced that it will merge TCI Communications, Inc.
("TCIC") into TCI in anticipation of TCI's merger with AT&T
Corp. ("AT&T"). The merger of TCIC into TCI is contingent
upon and is expected to close immediately prior to TCI's
merger with AT&T.
As a result of TCIC's merger with TCI, all assets and
liabilities of TCIC will be assumed by TCI, including TCIC's
public debt. In addition, upon consummation of TCI's merger
with AT&T, each share of TCIC's Cumulative Exchangeable
Preferred Stock, Series A (the "Series A Preferred Stock")
will become exchangeable for 1.6437 shares of AT&T common
stock, subject to certain anti-dilution adjustments. All
other public financial securities issued by subsidiaries of
TCIC will otherwise remain unaffected.
The press release announcing TCIC's merger with TCI is
included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits
________
(99.1) TCIC press release dated January 14, 1999
<PAGE>
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: January 28, 1999
TCI COMMUNICATIONS, INC.
(Registrant)
By:/s/ Stephen M. Brett
_______________________________
Stephen M. Brett
Executive Vice President
FOR IMMEDIATE RELEASE
January 14, 1999
Contact: TCI Media Relations, Katina Vlahadamis or LaRae
Marsik (303) 267-5273
TCI Investor Relations, Dennis Sienko or Julie
Goldsmith, (303) 267-5048
TCI AND TCIC PLAN TO MERGE
ENGLEWOOD, CO - Tele-Communications, Inc. (TCI) announced
today that it will merge TCI Communications, Inc. (TCIC)
into TCI in anticipation of the TCI merger with AT&T Corp.'s
(AT&T) subsidiary, Italy Merger Corp. The merger of TCIC
into TCI is contingent upon and is expected to close
immediately prior to the AT&T merger.
As a result, all assets and liabilities of TCIC will be
assumed in full by TCI, including TCIC's public debt. In
addition, when the merger of TCI and AT&T is completed,
holders of TCIC's Cumulative Exchangeable Preferred Stock,
Series A (TCICP), will receive 1.6437 shares of AT&T Common
Stock in exchange for each share of TCICP. This ratio is
equal to the exchange ratio of 2.1190 multiplied by the
merger exchange ratio of 0.7757 shares of AT&T Common Stock
for each share of Tele-Communications, Inc. Series A TCI
Group Common Stock (TCOMA). All other public financial
securities issued by subsidiaries of TCIC will otherwise
remain unaffected.
The merger of TCIC into TCI is not expected to have a
material effect upon the current published debt ratings of
TCIC.
Tele-Communications, Inc. is traded through the TCI Group,
the TCI Ventures Group and the Liberty Media Group common
stocks. The Series A and Series B TCI Group common stocks
are traded on the National Market tier of the Nasdaq Stock
Market under the symbols of TCOMA and TCOMB, respectively.
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