-----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, K/VTCIrrVfrHMCXMRWsubLcytS11L8Nf629idGPJKoe/5WgE7V15VIfpOfEEz6nD 4GPEdxuObigX/2H3ygHdlg== 0000940180-96-000183.txt : 19960626 0000940180-96-000183.hdr.sgml : 19960626 ACCESSION NUMBER: 0000940180-96-000183 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 9 333-00265 FILED AS OF DATE: 19960624 EFFECTIVENESS DATE: 19960624 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELE COMMUNICATIONS INC /CO/ CENTRAL INDEX KEY: 0000925692 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 841260157 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-06723 FILM NUMBER: 96584921 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 S-3MEF 1 S-3MEF As filed with the Securities and Exchange Commission on June 24, 1996 REGISTRATION NO. ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________ TELE-COMMUNICATIONS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 84-1260157 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Terrace Tower II 5619 DTC Parkway Englewood, Colorado 80111-3000 (303) 267-5500 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ______________________ Stephen M. Brett, Esq. Tele-Communications, Inc. Terrace Tower II 5619 DTC Parkway Englewood, Colorado 80111-3000 (303) 267-5500 (Name, address, including zip code, and telephone number, including area code, of agent for service) ______________________ Copy to: Jerome H. Kern, Esq. Baker & Botts, L.L.P. 599 Lexington Avenue New York, New York 10022-6030 ______________________ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: From time to time after the effective date of the registration statement. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: [ ] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] File No. 333-00265 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE ================================================================================================================================= TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTERED FEE - -------------------------------------------------------------------------------------------------------------------------------- Tele-Communications, Inc., Series A TCI Group Common Stock, par value (1) (2) $6,000,000(3) $2,224.62 $1.00 per share.................... =================================================================================================================================
(1) Includes such presently indeterminate number of shares that may be (a) deliverable from time to time upon exchange of shares of Class A Senior Cumulative Exchangeable Preferred Stock, $100 par value per share (the "VII Cable Preferred Stock"), of Viacom International Inc. ("VII Cable"), the offer and sale of which has been registered separately by VII Cable under a Registration Statement on Form S-4 (Registration Statement No. 33-64467), (b) necessary to adjust the number of shares from time to time deliverable upon such exchange in accordance with the anti-dilution provisions of the VII Cable Preferred Stock as a result of a stock spilt, stock dividend or other adjustment to or change in the outstanding shares of Series A TCI Group Common Stock and (c) deliverable from time to time in payment of redemption (whether mandatory or optional) obligations in accordance with the terms of the VII Cable Preferred Stock. (2) Such shares will be deliverable only upon exchange or redemption of the VII Cable Preferred Stock and no separate consideration will be received for such shares. (3) Amount represents the aggregate liquidation value of the VII Cable Preferred Stock in respect of which the shares of Series A TCI Group Common Stock registered hereunder may be delivered by VII Cable upon the exchange at the option of the holders of VII Cable Preferred Stock or in satisfaction of VII Cable's redemption obligations in accordance with the terms of the VII Cable Preferred Stock. ================================================================================ INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-3, FILE NO. 333-00265 Tele-Communications Inc. (the "Company") hereby incorporates by reference into this Registration Statement on Form S-3 in its entirety the Registration Statement on Form S-3 (File No. 333-00265) declared effective on June 24, 1996 by the Securities and Exchange Commission (the "Commission"), including each of the documents filed by the Company with the Commission and incorporated or deemed to be incorporated by reference therein. 1 Exhibits 5 Opinion of Baker & Botts, L.L.P. 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. 23.6 Consent of KPMG Finsterbusch Pickenhayn Sibille. 23.7 Consent of Price Waterhouse LLP. 23.8 Consent of Baker & Botts, L.L.P. (Included in Exhibit 5). 24 Powers of Attorney.(Incorporated by reference to Exhibit 24 of the Company's registation statement on Form S-3 (File No. 333-00265)). 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwood Village, State of Colorado, on June 21, 1996. TELE-COMMUNICATIONS, INC. By: /s/ Stephen M. Brett ------------------------------- Name: Stephen M. Brett Title: Executive Vice President 3 Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature Title Date --------- ----- ---- * Chairman of the Board - ----------------------------------- and Director (Bob Magness) * President and Director - ----------------------------------- (Principal Executive (John C. Malone) Officer) * Executive Vice President and - ----------------------------------- Director (Principal Financial (Donne F. Fisher) and Accounting Officer) * Director - ----------------------------------- (John W. Gallivan) * Director - ----------------------------------- (Kim Magness) * Director - ----------------------------------- (Robert A. Naify) * Director - ----------------------------------- (Jerome H. Kern) * Director - ----------------------------------- (Tony Coelho) *By: /s/ Stephen M. Brett June 21, 1996 -------------------------------- Stephen M. Brett Attorney-in-Fact
4 EX-5 2 LETTER FROM BAKER & BOTTS [LETTER OF BAKER & BOTTS APPEARS HERE] June 24, 1996 EXHIBIT 5 Tele-Communications, Inc. Terrace Tower II 5619 DTC Parkway Englewood, Colorado 80111-3000 Dear Sirs: As counsel for Tele-Communications, Inc., a Delaware corporation (the "Company"), we have examined and are familiar with the registration statement on Form S-3 (the "Abbreviated Registration Statement"), which relates to the registration under the Securities Act of 1933, as amended ("the Act"), of shares (the "Shares") of the Company's Tele-Communications, Inc. Series A TCI Group Common Stock, par value $1.00 per share ("Series A TCI Group Common Stock"), which may be delivered from time to time by Viacom International Inc., a Delaware corporation ("VII Cable"), pursuant to the terms of the Class A Senior Cumulative Exchangeable Preferred Stock, par value of $100 per share, of VII Cable (the "VII Cable Preferred Stock"). The Abbreviated Registration Statement relates to the same class of securities registered pursuant to the Company's Registration Statement on Form S-3 (File No. 333-00265) (the "Original Registration Statement") which, pursuant to Rule 462(b) promulgated under the Act, is incorporated by reference into the Abbreviated Registration Statement. As described in the Abbreviated Registration Statement under the heading "Plan of Distribution", the terms of the VII Cable Preferred Stock permit the holders thereof to exchange such shares for shares of Series A TCI Group Common Stock at any time after the fifth anniversary of the date of issuance of the VII Cable Preferred Stock, and further permit VII Cable, at its option, to deliver shares of Series A TCI Group Common Stock upon optional or mandatory redemption of, the VII Cable Preferred Stock. In connection therewith, we have examined, among other things, originals, certified copies or copies otherwise identified to our satisfaction as being copies of originals, of the Restated Certificate of Incorporation and By-Laws of the Company, as amended; resolutions of the Company's Board of Directors with respect to the filing of the Registration Statement and related matters; and such other documents, records, certificates of public officials and questions of law as we deemed necessary or appropriate for the purpose of this opinion. In rendering this opinion, we have relied, to the extent we deem such reliance appropriate, on certificates of officers of the Company as to factual matters. We have assumed the BAKER & BOTTS L.L.P. June 24, 1996 Page 2 authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed or reproduction copies. We have further assumed that there will be no changes in applicable law between the date of this opinion and the date of issuance of the Shares. Based upon the foregoing, we are of the opinion that when the Shares are delivered (i) upon optional or mandatory redemption by VII Cable of, or (ii) upon exchange at the option of the holder of, the VII Cable Preferred Stock, in each case, in accordance with the terms of the VII Cable Preferred Stock, such Shares will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as Exhibit 5 to the Abbreviated Registration Statement and to the reference to us contained therein under the heading "Legal Matters." In giving the foregoing consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Jerome H. Kern, a partner of Baker & Botts, L.L.P., is a director of the Company. Very truly yours, BAKER & BOTTS, L.L.P. EX-23.1 3 CONSENT OF KPMG PEAT MARWICK EXHIBITS RIDER - -------------- 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 on Form S-3 of Tele-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 June 21, 1996 EX-23.2 4 CONSENT OF PEAT MARWICK EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS ------------------------------- The Board of Directors and Stockholders Tele-Communications, Inc.: We consent to the incorporation by reference in the Registration Statement on Form S-3 of Tele-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 June 21, 1996 EX-23.3 5 CONSENT OF PEAT MARWICK LLP EXHIBIT 23.3 CONSENT OF INDEPENDENT AUDITORS ------------------------------- The Board of Directors and Stockholders Tele-Communications, Inc.: We consent to the incorporation by reference in the Registration Statement on Form S-3 of Tele-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 June 21, 1996 EX-23.4 6 CONSENT OF KPMG PEAT MARWICK LLP EXHIBIT 23.4 CONSENT OF INDEPENDENT AUDITORS ------------------------------- The Board of Directors and Stockholders Liberty Media Corporation: We consent to the incorporation by reference in the Registration Statement on Form S-3 of Tele-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 June 21, 1996 EX-23.5 7 CONSENT OF PRICE WATERHOUSE LLP EXHIBIT 23.5 CONSENT OF INDEPENDENT AUDITORS ------------------------------- The Board of Directors and Shareholders of TeleWest plc: We consent to the incorporation by reference in the Registration Statement on Form S-3 of Tele-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 June 21, 1996 EX-23.6 8 CONSENT OF KPMG FINSTERBUSCH PICKENHAYN SIBILLE EXHIBIT 23.6 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 on Form S-3 of Tele-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 June 21, 1996 EX-23.7 9 CONSENT OF PRICE WATERHOUSE LLP EXHIBIT 23.7 CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-3 of Tele- Communications, Inc. of our report dated February 14, 1996 relating to the financial statements of VII Cable, which appears in Current Report on Form 8-K dated June 19, 1996. 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 June 19, 1996 -----END PRIVACY-ENHANCED MESSAGE-----