-----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, IJRuvYO/88xNDXBMhBUPtMbB6JPOiRurtGocOmjm9Ax1zMq6Fn+uEmjQht09vFyU vfO3fjTbFyEQ4c5e/ApvAg== 0000940180-97-000814.txt : 19970922 0000940180-97-000814.hdr.sgml : 19970922 ACCESSION NUMBER: 0000940180-97-000814 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970918 SROS: NASD SUBJECT COMPANY: 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: SC 13E4/A SEC ACT: SEC FILE NUMBER: 005-44063 FILM NUMBER: 97682325 BUSINESS ADDRESS: STREET 1: 5619 DTC PARKWAY CITY: ENGLEWOOD STATE: CO ZIP: 80111-3000 BUSINESS PHONE: 3032675500 MAIL ADDRESS: STREET 1: 5619 DTC PARKWAY CITY: ENGLEWOOD STATE: CO ZIP: 80111-3000 FORMER COMPANY: FORMER CONFORMED NAME: TCI LIBERTY HOLDING CO DATE OF NAME CHANGE: 19940620 FILED BY: 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: SC 13E4/A BUSINESS ADDRESS: STREET 1: 5619 DTC PARKWAY CITY: ENGLEWOOD STATE: CO ZIP: 80111-3000 BUSINESS PHONE: 3032675500 MAIL ADDRESS: STREET 1: 5619 DTC PARKWAY CITY: ENGLEWOOD STATE: CO ZIP: 80111-3000 FORMER COMPANY: FORMER CONFORMED NAME: TCI LIBERTY HOLDING CO DATE OF NAME CHANGE: 19940620 SC 13E4/A 1 AMENDMENT NO. 2 TO SCHEDULE 13E-4 As filed with the Securities and Exchange Commission on September 18, 1997 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------- SCHEDULE 13E-4/A (Amendment No. 2) ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) ------------------------------- TELE-COMMUNICATIONS, INC. (NAME OF ISSUER) TELE-COMMUNICATIONS, INC. (NAME OF PERSON(S) FILING STATEMENT) TELE-COMMUNICATIONS, INC. SERIES A LIBERTY MEDIA GROUP COMMON STOCK AND TELE-COMMUNICATIONS, INC. SERIES B LIBERTY MEDIA GROUP COMMON STOCK (Title of Class of Securities) 87924V507 (SERIES A) 87924V606 (SERIES B) (CUSIP NUMBER OF CLASS OF SECURITIES) ------------------------------- 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 PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT) ------------------------------- COPY TO: ELIZABETH M. MARKOWSKI, ESQ. BAKER & BOTTS, L.L.P. 599 LEXINGTON AVENUE NEW YORK, NEW YORK 10022-6030 (212) 705-5000 ------------------------------- CALCULATION OF FILING FEE
============================================================================================= TRANSACTION VALUATION/1/ AMOUNT OF FILING FEE/2/ - ---------------------------------------------------------------------------------------------- $450,000,000.00 $90,000.00 ==============================================================================================
/1/For purposes of calculating the amount of the filing fee only. Based upon $30 cash per share for 15,000,000 shares. /2/$54,000 of this amount was paid with the filing of the Schedule 13E-4 on August 19, 1997. [_] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration number, or the form or schedule and the date of its filing. Amount Previously Paid: N/A Filing Party: N/A Form of Registration No.: N/A Date Filed: N/A ===================================================================================================================================
INTRODUCTION This Amendment No. 2 ("Amendment No. 2") further amends the Issuer Tender Offer Statement on Schedule 13E-4 (together with all amendments thereto, the "Schedule 13E-4") filed by Tele-Communications, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission on August 19, 1997, as amended by Amendment No. 1 filed on September 5, 1997, in connection with the offer by the Company to purchase shares of its Tele-Communications, Inc. Series A Liberty Media Group Common Stock, par value $1.00 per share (the "Series A Liberty Media Group Common Stock"), and its Tele-Communications, Inc. Series B Liberty Media Group Common Stock, par value $1.00 per share (the "Series B Liberty Media Group Common Stock" and, together with the Series A Liberty Media Group Common Stock, the "Liberty Media Group Common Stock"), upon the terms and subject to the conditions set forth in the Company's Offer to Purchase, dated August 19, 1997 (the "Offer to Purchase"), and in the related Letter of Transmittal (which together constitute the "Offer"), copies of which are filed as Exhibits (a)(1) and (a)(2) respectively, to the Schedule 13E-4. Capitalized terms used and not defined herein have the meanings assigned to such terms in the Offer to Purchase and the Schedule 13E-4. ITEM 1. SECURITY AND ISSUER (b) To the extent inconsistent herewith, the information contained in the press release, dated September 17, 1997, which press release is attached as Exhibit (a)(8) hereto and incorporated by reference herein, supplements the information previously disclosed in Item 1(b). ITEM 8. ADDITIONAL INFORMATION. (e) To the extent inconsistent herewith, the information contained in the press release, dated September 17, 1997, which press release is attached as Exhibit (a)(8) hereto and incorporated by reference herein, supplements the information previously disclosed in Item 8(e). ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. (a)(8) Press Release, dated September 17, 1997. 2 SIGNATURE After due inquiry and to the best of the Company's knowledge and belief, the undersigned certifies that the information set forth in this Schedule 13E- 4/A (Amendment No. 2) is true, complete and correct. Dated: September 18, 1997 TELE-COMMUNICATIONS, INC. By: /s/ Stephen M. Brett --------------------- Name: Stephen M. Brett Title: Executive Vice President and Secretary EXHIBIT INDEX Exhibit No. Description - ----------- ----------- (a)(8) Press Release, dated September 17, 1997. EX-99.(A)(8) 2 PRESS RELEASE FOR IMMEDIATE RELEASE September 17, 1997 TERMS OF TENDER OFFER FOR LIBERTY MEDIA GROUP COMMON STOCK AMENDED AND EXPIRATION DATE EXTENDED ENGLEWOOD, COLORADO -- Tele-Communications, Inc. announced today that it has amended the terms of its outstanding offer to purchase shares of its Series A Liberty Media Group Common Stock and Series B Liberty Media Group Common Stock by increasing the purchase price from $27 per share to $30 per share, net to the seller in cash, and increasing the aggregate number of such shares it is offering to purchase from 10 million shares to 15 million shares. The offer, which was previously scheduled to expire at 5:00 p.m., New York City time, on September 17, 1997, will now expire at 5:00 p.m., New York City time, on Thursday, October 2, 1997. At the close of business on Wednesday, September 17, 1997, approximately 3,069,000 shares of Tele-Communications, Inc. Series A Liberty Media Group Common Stock and 28,600 shares of Tele-Communications, Inc. Series B Liberty Media Group Common Stock had been tendered and not withdrawn. Liberty Media Group Series A and Series B Common Stock are series of Tele- Communications, Inc. Common Stock and are traded on the National Market tier of the Nasdaq Stock Market under the symbols LBTYA and LBTYB. Contact: D.F. King & Co. (800) 848-3410 -----END PRIVACY-ENHANCED MESSAGE-----