-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CbvEEcfetSUiDByxCikdiHeeWrLwpOaGOc6+HBOXeJTDCwqYkCY/u+vdlmNT85rT JIwAtm6P4ydMW7loeWKH2A== 0000940180-96-000420.txt : 19960912 0000940180-96-000420.hdr.sgml : 19960912 ACCESSION NUMBER: 0000940180-96-000420 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 19960911 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960911 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELE COMMUNICATIONS INC /CO/ CENTRAL INDEX KEY: 0000925692 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 841260157 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20421 FILM NUMBER: 96628764 BUSINESS ADDRESS: STREET 1: 5619 DTC PARKWAY CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 3032675500 MAIL ADDRESS: STREET 1: 5619 DTC PARKWAY CITY: ENGLEWOOD STATE: CO ZIP: 90111 FORMER COMPANY: FORMER CONFORMED NAME: TCI LIBERTY HOLDING CO DATE OF NAME CHANGE: 19940620 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 of the Securities Exchange Act of 1934 Date of Report: September 11, 1996 Date of Earliest Event Reported: September 6, 1996 TELE-COMMUNICATIONS, INC. (Exact name of Registrant as specified in its Charter) DELAWARE (State or other jurisdiction of incorporation) 0-20421 84-1260157 (Commission File Number) (I.R.S. Employer Identification No.) TERRACE TOWER II 5619 DTC Parkway Englewood, Colorado 80111-3000 (Address of principal executive offices) Registrant's telephone number, including area code: (303) 267-5500 Item 5. Other Events. ------------ Pursuant to a Registration Statement on Form S-3 (File No. 33-63139) (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), and declared effective by the Commission on November 13, 1995, TCI Communications, Inc., a Delaware corporation ("TCIC"), has registered its senior, senior subordinated and subordinated debt securities (the "Debt Securities"), and the Registrant has registered (i) such indeterminate number of shares of its Series A TCI Group Common Stock, $1.00 par value per share, as may be issued from time to time upon conversion of any of the Debt Securities that are issued as convertible Debt Securities and (ii) certain guarantees of Debt Securities, for delayed or continuous offering to the public pursuant to Rule 415 under the Act for a maximum aggregate initial offering price of $3 billion (or the equivalent thereof denominated in one or more foreign currencies, foreign currency units or composite currencies). On September 6, 1996, TCIC publicly offered $350,000,000 of a series of senior Debt Securities, which closed on September 11, 1996. In connection with that offering, a Prospectus Supplement, dated September 6, 1996 (the "Prospectus Supplement"), of TCIC was filed with the Commission pursuant to Rule 424(b) under the Act. In connection with the preparation and filing of the Prospectus Supplement, the prospectus of TCIC and the Registrant that forms part of the Registration Statement was updated to September 6, 1996, and such prospectus, dated September 6, 1996 (the "Prospectus"), was filed with the Commission pursuant to Rule 424(b). Registrant does not believe that any of the updating information in the Prospectus represents, either individually or in the aggregate, a "fundamental change" (as such term is used in Item 512(a)(1)(ii) of Regulation S-K) in the information set forth in the Prospectus or the Registration Statement. 2 The Prospectus incorporates by reference reports of the Registrant and TCIC that include audited financial statements and the related audit reports of certain accounting firms, and the names of such accounting firms are referred to under the caption "Experts" in the Prospectus. The consents of such accounting firms to the incorporation by reference in the Prospectus of their respective audit reports and to the reference to their respective names under the heading "Experts" in the Prospectus (the "Accounting Consents") are filed as Exhibits 23.1 through 23.8, inclusive, hereto. The Registrant is filing this Current Report on Form 8-K in order to cause the Accounting Consents to be incorporated into the Registration Statement (and the Prospectus that forms a part thereof) by reference. By filing this Current Report on Form 8-K, however, the Registrant does not believe that any of the Accounting Consents or the information set forth herein represent, either individually or in the aggregate, a "fundamental change" (as such term is used in Item 512(a)(1)(ii) of Regulation S-K) in the information set forth in the Prospectus or the Registration Statement. 3 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. Exhibits - -------- 23.1 Consent of KPMG Peat Marwick LLP. 23.2 Consent of KPMG Peat Marwick LLP. 23.3 Consent of KPMG Peat Marwick LLP. 23.4 Consent of KPMG Peat Marwick LLP. 23.5 Consent of KPMG Peat Marwick LLP. 23.6 Consent of KPMG. 23.7 Consent of KPMG Finsterbusch Pickenhayn Sibille. 23.8 Consent of Price Waterhouse LLP. 4 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. Dated: September 11, 1996 TELE-COMMUNICATIONS, INC. (Registrant) By: /s/ Stephen M. Brett ----------------------------------------- Name: Stephen M. Brett Title: Executive Vice President 5 EXHIBIT INDEX ------------- Exhibits - -------- 23.1 Consent of KPMG Peat Marwick LLP. 23.2 Consent of KPMG Peat Marwick LLP. 23.3 Consent of KPMG Peat Marwick LLP. 23.4 Consent of KPMG Peat Marwick LLP. 23.5 Consent of KPMG Peat Marwick LLP. 23.6 Consent of KPMG. 23.7 Consent of KPMG Finsterbusch Pickenhayn Sibille. 23.8 Consent of Price Waterhouse LLP. 6 EX-23.1 2 CONSENT OF KPMG PEAT MARWICK LLP Exhibit 23.1 Consent of Independent Auditors ------------------------------- The Board of Directors and Stockholders Tele-Communications, Inc.: We consent to the incorporation by reference in the registration statement (No. 33-63139) on Form S-3 of Tele-Communications, Inc. and TCI Communications, Inc. of our reports, dated March 18, 1996, relating to the consolidated balance sheets of Tele-Communications, Inc. and subsidiaries as of December 31, 1995 and 1994, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1995, and all related financial statement schedules, which reports appear in the December 31, 1995 Annual Report on Form 10-K of Tele-Communications, Inc. and to the reference to our firm under the heading "Experts" in the registration statement. /s/ KPMG Peat Marwick LLP -------------------------------- KPMG Peat Marwick LLP Denver, Colorado September 6, 1996 EX-23.2 3 CONSENT OF KPMG PEAT MARWICK LLP Exhibit 23.2 Consent of Independent Auditors ------------------------------- The Board of Directors and Stockholders Liberty Media Corporation: We consent to the incorporation by reference in the Registration Statement (No. 33-63139) on Form S-3 of Tele-Communications, Inc. and TCI Communications, Inc. of our report, dated March 18, 1994, relating to the consolidated statement of operations, stockholders' equity, and cash flows of Liberty Media Corporation and subsidiaries for the year ended December 31, 1993, which report appears in the December 31, 1995 Annual Report on Form 10-K of Tele-Communications, Inc. and to the reference to our firm under the heading "Experts" in the registration statement. Our report refers to a change in the method of accounting for income taxes. /s/ KPMG Peat Marwick LLP ----------------------------- KPMG Peat Marwick LLP Denver, Colorado September 6, 1996 EX-23.3 4 CONSENT OF KPMG PEAT MARWICK LLP Exhibit 23.3 Consent of Independent Auditors ------------------------------- The Board of Directors and Stockholders TCI Communications, Inc.: We consent to the incorporation by reference in the Registration Statement (No. 33-63139) on Form S-3 of Tele-Communications, Inc. and TCI Communications, Inc. of our report, dated March 18, 1996, relating to the consolidated balance sheets of TCI Communications, Inc. and subsidiaries as of December 31, 1995 and 1994, and the related consolidated statements of operations, stockholder's(s') equity, and cash flows for each of the years in the three-year period ended December 31, 1995, and all related financial statement schedules, which reports appear in the December 31, 1995 Annual Report on Form 10-K of TCI Communications, Inc. and to the reference to our firm under the heading "Experts" in the registration statement. /s/ KPMG Peat Marwick LLP ------------------------------------------------- KPMG Peat Marwick LLP Denver, Colorado September 6, 1996 EX-23.4 5 CONSENT OF KPMG PEAT MARWICK LLP Exhibit 23.4 Consent of Independent Auditors ------------------------------- The Board of Directors and Stockholders Tele-Communications, Inc.: We consent to the incorporation by reference in the Registration Statement (No. 33-63139) on Form S-3 of Tele-Communications, Inc. and TCI Communications, Inc. of our report, dated March 18, 1996, relating to the combined balance sheets of TCI Group as of December 31, 1995 and 1994, and the related combined statements of operations, equity, and cash flows for each of the years in the three-year period ended December 31, 1995, which report appears in the December 31, 1995 Annual Report on Form 10-K of Tele-Communications, Inc. and to the reference to our firm under the heading "Experts" in the registration statement. Our report covering the combined financial statements refers to the effects of not consolidating TCI Group's interest in Liberty Media Group for the periods subsequent to the mergers of TCI Communications, Inc. and Liberty Media Corporation on August 4, 1994. /s/ KPMG Peat Marwick LLP ------------------------------------------------- KPMG Peat Marwick LLP Denver, Colorado September 6, 1996 EX-23.5 6 CONSENT OF KPMG PEAT MARWICK LLP Exhibit 23.5 Consent of Independent Auditors ------------------------------- The Board of Directors and Stockholders Tele-Communications, Inc.: We consent to the incorporation by reference in the Registration Statement (No. 33-63139) on Form S-3 of Tele-Communications, Inc. and TCI Communications, Inc. of our report, dated March 18, 1996, relating to the combined balance sheets of Liberty Media Group as of December 31, 1995 and 1994, and the related combined statements of operations, equity, and cash flows for each of the years in the three-year period ended December 31, 1995, which report appears in the December 31, 1995 Annual Report on Form 10-K of Tele-Communications, Inc. and to the reference to our firm under the heading "Experts" in the registration statement. /s/ KPMG Peat Marwick LLP ---------------------------------- KPMG Peat Marwick LLP Denver, Colorado September 6, 1996 EX-23.6 7 CONSENT OF KPMG Exhibit 23.6 Consent of Independent Auditors ------------------------------- The Board of Directors and Shareholders of TeleWest plc: We consent to the incorporation by reference in the registration statement (No. 33-63139) on Form S-3 of Tele-Communications, Inc. and TCI Communications, Inc. of our report, dated March 6, 1996, relating to the consolidated balance sheet of TeleWest plc and subsidiaries as of December 31, 1995 and 1994, and the related consolidated statements of operations and cash flows for each of the years in the three year period ended December 31, 1995, which report appears in the December 31, 1995 Annual Report on Form 10-K of Tele-Communications, Inc. and to the reference to our firm under the heading "Experts" in the registration statement. /s/ KPMG ------------------------------ KPMG London, England September 9, 1996 EX-23.7 8 CONSENT OF KPMG FINSTERBUSCH PICKENHAYN SIBILLE Exhibit 23.7 Consent of Independent Auditors ------------------------------- The Board of Directors and Shareholders of Tele-Communications International, Inc: We consent to the incorporation by reference in the registration statement (No. 33-63139) on Form S-3 of Tele-Communications, Inc. and TCI Communications, Inc. of our report, dated March 24, 1995, relating to the combined balance sheets of Cablevision (A combination of certain cable television assets of Cablevision S.A., Televisora Belgrano S.A., Construred S.A. and Univent's S.A.) as of December 31, 1994 and 1993, and the related combined statements of operations and deficit and cash flows for each of the years in the three-year period ended December 31, 1994, which report appears in the Current Report on Form 8-K of Tele-Communications, Inc., dated April 20, 1995, as amended, and to the reference to our firm under the heading "Experts" in the registration statement. KPMG FINSTERBUSCH PICKENHAYN SIBILLE /s/ Juan Carlos Pickenhayn - --------------------------------------- Juan Carlos Pickenhayn Partner Buenos Aires, Argentina September 6, 1996 EX-23.8 9 CONSENT OF PRICE WATERHOUSE LLP Exhibit 23.8 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference in the Prospectus constituting part of the Registration Statement No. 33-63139 on Form S-3 of TCI Communications, Inc. of our report dated February 14, 1996, relating to the combined balance sheets of VII Cable as of December 31, 1995 and 1994, and the related combined statements of operations and cash flows for each of the years in the three-year period ended December 31, 1995 which appear in the Current Report on Form 8-K of TCI Communications, Inc. We also consent to the reference to us under the heading "Experts" in such Prospectus. /s/ Price Waterhouse LLP - ------------------------ PRICE WATERHOUSE LLP 150 Almaden Boulevard San Jose, California September 6, 1996 -----END PRIVACY-ENHANCED MESSAGE-----