-----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, KRYgq6IRNxB9mYnk2mqlVvn8QG68CksOq4cJ2NrW+rJa9WbQlPA/P6CSinznrpCN sNPEhNWQZsGVGr8cdZny7A== 0000940180-97-000871.txt : 19971014 0000940180-97-000871.hdr.sgml : 19971014 ACCESSION NUMBER: 0000940180-97-000871 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971010 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: 97694254 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. 3 TO SCHEDULE 13E-4--LIBERTY MEDIA As filed with the Securities and Exchange Commission on October 10, 1997 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- SCHEDULE 13E-4/A (Amendment No. 3) 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 ------------------- ================================================================================ INTRODUCTORY STATEMENT This Amendment No. 3 ("Amendment No. 3") constitutes the final amendment to 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 and Amendment No. 2 filed on September 18, 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, 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. The Offer expired in accordance with its terms at 5:00 p.m., New York City time, on October 2, 1997 (the "Expiration Date"), and all shares of Liberty Media Group Common Stock theretofore validly tendered were accepted for payment. On October 3, 1997, the Company made payment for the 12,188,221 shares of Series A Liberty Media Group Common Stock and 54,716 shares of Series B Liberty Media Group Common Stock physically delivered on the Expiration Date. On October 9, 1997, the Company made payment for an additional 2,255,102 shares of Series A Liberty Media Group Common Stock tendered pursuant to the guaranteed delivery procedures. In total, the Company accepted for payment 14,443,323 shares of Series A Liberty Media Group Common Stock and 54,716 shares of Series B Liberty Media Group Common Stock validly tendered in the Offer in exchange for an aggregate consideration of $434,941,170. 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. 3) is true, complete and correct. Dated: October 10, 1997 TELE-COMMUNICATIONS, INC. By: /s/ Stephen M. Brett ------------------------------- Name: Stephen M. Brett Title: Executive Vice President and Secretary -----END PRIVACY-ENHANCED MESSAGE-----