-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, NJi+RV6vZsqolnLtrlCqKRkcyPR7qlRtnagLSFjhm4RJLTR3wYBIIx44RJNc6kFD 34yIN1MC5wy216eVBUo2zw== 0000950134-94-001021.txt : 19940816 0000950134-94-001021.hdr.sgml : 19940816 ACCESSION NUMBER: 0000950134-94-001021 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940815 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HOME SHOPPING NETWORK INC CENTRAL INDEX KEY: 0000791024 STANDARD INDUSTRIAL CLASSIFICATION: 5961 IRS NUMBER: 592649518 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-38755 FILM NUMBER: 94544330 BUSINESS ADDRESS: STREET 1: 11831 30TH COURT NORTH CITY: ST PETERSBURG STATE: FL ZIP: 33716 BUSINESS PHONE: 8135728585 FILED BY: 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: SC 13D 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 SC 13D 1 SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* HOME SHOPPING NETWORK, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 437351109 ----------------------------------- (CUSIP Number) Stephen M. Brett, Esq. Tele-Communications, Inc. Senior Vice President and General Counsel 5619 DTC Parkway (303) 267-5500 Englewood, CO 80111 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 4, 1994 ------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement /X/. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) Page 1 of 12 Pages 2 SCHEDULE 13D CUSIP NO. 437351109 PAGE 2 OF 12 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Tele-Communications, Inc. 84-1260157 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 37,566,702 Shares SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 Shares ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 37,566,702 Shares PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH 0 Shares - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 37,566,702 Shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/ See Item 5 - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 39.8% (79.3% voting power--see Items 4 and 5) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION. 3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D STATEMENT OF TELE-COMMUNICATIONS, INC. (NAME CHANGED FROM TCI/LIBERTY HOLDING COMPANY) PURSUANT TO SECTION 13(D) OF THE SECURITIES EXCHANGE ACT OF 1934 IN RESPECT OF HOME SHOPPING NETWORK, INC. This report on Schedule 13D relates to the common stock, par value $.01 per share (the "Common Stock") of Home Shopping Network, Inc., a Delaware corporation (the "Company"). On August 4, 1994, Tele-Communications, Inc. ("Old TCI") and Liberty Media Corporation ("Liberty") consummated a business combination transaction (the "TCI/Liberty Merger") whereby each of Liberty and Old TCI became wholly owned subsidiaries of a newly formed holding company, TCI/Liberty Holding Company, which was renamed Tele-Communications, Inc. ("TCI" or the "Reporting Person"). This report contains information with respect to the Company Securities (as defined below) beneficially owned by Liberty and Old TCI prior to the consummation of the TCI/Liberty Merger, which Company Securities are currently beneficially owned by TCI. Prior to the TCI/Liberty Merger, Liberty beneficially owned greater than five percent of the outstanding Common Stock and had filed a Report on Schedule 13D with respect to such beneficial ownership. Such Report on Schedule 13D, as most recently amended by Amendment No. 17 thereto, dated as of August 12, 1994 (collectively, the "Liberty Schedule 13D"), is hereby incorporated by reference into this Report for all purposes. ITEM 1. SECURITIES AND ISSUER The class of equity securities to which this statement relates is the Common Stock, par value $.01 per share, of the Company, which has its principal executive offices at 2501 - 118th Avenue North, St. Petersburg, Florida 33716. Pursuant to Rule 13d-3 promulgated under the Exchange Act, this Report also relates to the shares of Common Stock issuable upon conversion of shares of the Class B Common Stock, par value $.01 per share ("Class B Stock"), of the Company. Each share of Common Stock is entitled to one vote per share. Each share of Class B Stock is convertible into one share of Common Stock, is generally entitled to ten votes per Page 3 of 12 pages 4 share and votes together with the Common Stock as a class, except that the holders of the Common Stock are entitled to elect 25% of the members of the Board of Directors of the Company voting as a separate class. Because TCI beneficially owns shares of Class B Stock and Common Stock representing approximately 79% of the voting power of the outstanding equity securities of the Company, it believes that it can effectively control the outcome of the vote on substantially all matters presented to the stockholders of the Company. The Common Stock and the Class B Stock are referred to herein collectively as the "Company Securities." ITEM 2. IDENTITY AND BACKGROUND This Report is being filed by Tele-Communications, Inc. ("TCI") (Commission File No. 0-20421; IRS Identification No. 84-126015), a Delaware corporation, formerly known as TCI/Liberty Holding Company, whose principal business address is 5619 DTC Parkway, Englewood, Colorado 80111. TCI is principally engaged in the acquisition, development and operation of cable television systems, assets and interests and cable television programming assets and interests. The name, business address and present principal occupation or employment and the name, address and principal business of any corporation or other organization in which such employment is conducted, of (i) each of the executive officers and directors of TCI, (ii) each person controlling TCI, and (iii) the executive officers and directors of any corporation controlling TCI, are set forth in Schedule 1 attached hereto and incorporated herein by reference. During the last five years, neither TCI nor, to the best of its knowledge, any of persons named on Schedule 1 (the "Schedule 1 Persons") has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such law. To the best knowledge of TCI, each of its executive officers and directors is a citizen of the United States. On August 4, 1994, at Special Meetings of Stockholders of Old TCI and Liberty, there was approved and adopted an Agreement and Plan of Merger, dated as of January 27, 1994, as amended, which provided for, among other things, the business combination of Old TCI and Liberty resulting in their becoming wholly owned subsidiaries of TCI/Liberty Holding Company, which was renamed "Tele- Communications, Inc." (hereinafter referred to as "TCI"), effective upon certain filings which occurred on August 4, 1994. The description contained herein of the TCI/Liberty Merger is qualified in its entirety by the more complete description thereof contained in the Joint Proxy Statement of Liberty and Old TCI, dated June 23, 1994, and the related Registration Statement on Form S-4 (No. 33- Page 4 of 12 pages 5 54263) filed by TCI (under the name TCI/Liberty Holding Company), which are incorporated by reference herein for all purposes. Prior to the TCI/Liberty Merger, Liberty beneficially owned greater than five percent of the outstanding Common Stock and had filed the Liberty Schedule 13D (as most recently amended on August 12, 1994), with respect to such beneficial ownership, which Report has been incorporated by reference herein for all purposes. As a result of the consummation of the TCI/Liberty Merger, TCI became the beneficial owner of the Company Securities held by Liberty and Old TCI, although the direct or indirect legal title to such company securities held by Liberty and Old TCI remains unchanged. TCI is now a publicly held company subject to the informational requirements of the Securities Exchange Act of 1934 (the "Act") and will, commencing herewith, be a Reporting Person in respect of the Company Securities beneficially owned by it. Old TCI and LMC are now no longer publicly held Reporting Persons under the Act, but each is now a wholly owned subsidiary of TCI. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION In addition to the consideration furnished by the TCI/Liberty Merger disclosed in Item 2, hereof, Old TCI and Liberty retained their respective direct or indirect legal title to the Company Securities, but the beneficial ownership of all of said interest is now in TCI. ITEM 4. PURPOSE OF TRANSACTION The information contained under Item 2 above is incorporated by reference in this Item 4. TCI believes that because there are currently fewer than 22,800,000 shares of Class B Stock outstanding, pursuant to the Company's Certificate of Incorporation, the holders of the Class B Stock will generally vote together as a class with the holders of the Common Stock with respect to all matters presented to the stockholders of the Company, with each share of Class B Stock entitled to ten votes per share and each share of Common Stock entitled to one vote per share. Accordingly, because TCI presently beneficially owns shares of Class B Stock and Common Stock representing approximately 79% of the voting power of the outstanding equity securities of the Company, it believes that it can effectively control the outcome of the vote on substantially all matters presented to the stockholders of the Company. Other than as described above, neither TCI nor to the best of TCI's knowledge, any of the Schedule 1 Persons, has any present plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or of any of its subsidiaries; (d) any Page 5 of 12 pages 6 change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the Board of Directors of the Company; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be deleted from a national securities exchange or to cease to be authorized to be quoted in any inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the exchange Act; or (j) any action similar to any of those enumerated above. Notwithstanding the foregoing, the Reporting Person may determine to change its investment intent with respect to the Company at any time in the future. In reaching any conclusion as to its future course of action, the Reporting Person will take into consideration various factors, such as the Company's business and prospects, other developments concerning the Company, other business opportunities available to the Reporting Person, developments with respect to the business of the Reporting Person, and general economic and stock market conditions, including, but not limited to, the market price of the Common Stock of the Company. The Reporting Person reserves the right, depending on other relevant factors, to acquire additional shares of Common Stock of the Company in open market or privately negotiated transactions, to dispose of all or a portion of its holdings of Company Securities or to change its intention with respect to any or all of the matters referred to in this Item. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Based on information supplied to TCI by the Company, on June 30, 1994, there were 74,353,279 shares of Common Stock and 20,000,000 shares of Class B Stock outstanding. TCI currently beneficially owns an aggregate of 37,566,702 shares of Common Stock (calculated pursuant to Rule 13d-3), consisting of 20,000,000 shares of Common Stock issuable upon conversion of Class B Stock and 17,566,702 shares of Common Stock of which 16,912,902 shares of Common Stock and all of the shares of the Class B Stock are held by a subsidiary of Liberty and 653,800 of Common Stock are held by a subsidiary of Old TCI. Such shares represent approximately 39.8% of the outstanding Common Stock and approximately 79.3% of the voting power of the outstanding equity securities of the Company (calculated pursuant to Rule 13D-3). Statements herein relating to the beneficial ownership of Company Securities by TCI shall, unless explicitly provided to the contrary, exclude 20,000 shares of Common Stock which TCI may be deemed to beneficially own by virtue of TCI's ownership of certain equity securities of Lenfest Communications, Inc. TCI disclaims beneficial ownership of all Company Securities owned by such entity. Page 6 of 12 pages 7 To the knowledge of TCI the number of shares of Common Stock beneficially owned by the Schedule 1 Persons (beneficial ownership of which shares is disclaimed by TCI) is set forth below:
No of Shares of Common Individual Stock Beneficially Owned ---------- ------------------------ Jerome H. Kern 10,000 Fred A. Vierra 3,000
(b) TCI has the sole power to vote or to direct the voting of and sole power to dispose of or direct the disposition of all shares of which it has beneficial ownership. (c) Except as otherwise reported herein, neither the Reporting Person nor, to its knowledge, any of the Schedule 1 Persons has executed transactions in the Company Securities during the past sixty (60) days. (d) There is no person that has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Company Securities beneficially owned by the Reporting Person, except its wholly owned subsidiaries, Old TCI and LMC, and then only for the benefit of the Reporting Person. In addition the information contained under Item 2 above is incorporated by reference in this Item 5. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER There are presently no contracts, arrangements, understandings or relationships among the Reporting Person and other persons with respect to the Company Securities pursuant to which legal title to additional shares may be issued to subsidiaries of Old TCI or LMC, and then only for the benefit of the Reporting Person. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS A. Registration Statement on Form S-4, filed by TCI/Liberty Holding Company on June 23, 1994, and thereafter amended and ordered effective June 28, 1994, under Commission File No. 33-54263, which is hereby incorporated by this reference. B. Press Release dated August 4, 1994. Page 7 of 12 pages 8 SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information in this statement is true, complete and correct. Dated: August 12, 1994 TELE-COMMUNICATIONS, INC. By: /s/ PETER R. BARTON Name: Peter R. Barton Title: Executive Vice President Page 8 of 12 pages 9 SCHEDULE 1 Directors, Executive Officers and Controlling Persons of Tele-Communications, Inc. ("TCI") (name changed from TCI/Liberty Holding Company)
Principal Business or Organization in Principal Occupation and Which Such Employment Name Business Address Is Conducted - ---- ------------------------ --------------------- Bob Magness Chairman of the Board and Acquisition, development Director of TCI and operation of cable 5619 DTC Parkway television systems and cable Englewood, CO 80111 television programming John C. Malone President and Chief Executive Acquisition, development Officer and Director of TCI and operation of cable 5619 DTC Parkway television systems and cable Englewood, CO 80111 television programming Donne F. Fisher Executive Vice President, Acquisition, development Treasurer, and Director of TCI and operation cable 5619 DTC Parkway television systems and cable Englewood, CO 80111 television programming John W. Gallivan Director of TCI; Newspaper publishing Chairman of the Board Kearns-Tribune Corporation 400 Tribune Building Salt Lake City, UT 84111 Anthony Lee Coelho Director of TCI Investment Services President and CEO of Wertheim Schroder Investment Services, Inc. 787 7th Avenue, 5th Floor New York, NY 10019 Kim Magness Director of TCI; Ranching and horse Manages family business breeding interests, principally in ranching and breeding Arabian horses; 1470 South Quebec Way #148 Denver, CO 80231
Page 9 of 12 Pages 10
Principal Business or Organization in Principal Occupation and Which Such Employment Name Business Address Is Conducted - ---- ------------------------ --------------------- Robert A. Naify Director of TCI; Motion Picture President and C.E.O. of Industry Todd-AO Corporation; 172 Golden Gate Avenue San Francisco, CA 94102 Jerome H. Kern Director of TCI; Senior Law Partner in Baker & Botts, L.L.P., 885 Third Avenue, Suite 1900 New York, NY 10022 Gary K. Bracken Senior Vice President & Acquisition, development Controller of TCI Communications, Inc. and operation of cable 5619 DTC Parkway television systems and cable Englewood, CO 80111 television programming Stephen M. Brett Executive Vice President, Secretary Acquisition, development and General Counsel of TCI and operation of cable 5619 DTC Parkway television systems and cable Englewood, CO 80111 television programming Brendan R. Clouston Executive Vice President of TCI Acquisition, development 5619 DTC Parkway and operation of cable Englewood, CO 80111 television systems and cable television programming Barry Marshall Chief Operating Officer of Acquisition, development TCI Cable Management Corporation and operation of cable 5619 DTC Parkway television systems and cable Englewood, CO 80111 television programming Larry E. Romrell Executive Vice President of TCI Acquisition, development 5619 DTC Parkway and operation of cable Englewood, CO 80111 television systems and cable television programming Bernard W. Senior Vice President & Treasurer Acquisition, development Schotters, II of TCI Communications, Inc. and operation of cable 5619 DTC Parkway television systems and cable Englewood, CO 80111 television programming J.C. Sparkman Executive Vice President of TCI Acquisition, development 5619 DTC Parkway and operation of cable Englewood, CO 80111 television systems and cable television programming
Page 10 of 12 Pages 11
Principal Business or Organization in Principal Occupation and Which Such Employment Name Business Address Is Conducted - ---- ------------------------ --------------------- Robert N. Thomson Senior Vice President, Government Acquisition, development Affairs, of TCI Communications, Inc. and operation of cable 5619 DTC Parkway television systems and cable Englewood, CO 80111 television programming R. E. Turner Director of TCI; Cable Industry Chairman of the Board and President of Turner Broadcasting System, Inc. since 1970 One CNN Center, 14th Fl North Atlanta, GA 30303 Fred A. Vierra Executive Vice President of TCI Acquisition, development 5619 DTC Parkway and operation of cable Englewood, CO 80111 television systems and cable television programming Peter R. Barton Executive Vice President of TCI Acquisition, development 5619 DTC Parkway and operation of cable Englewood, CO 80111 television systems and cable television programming
Page 11 of 12 Pages 12 EXHIBIT A (LOGO) TCI TELE-COMMUNICATIONS, INC. NEWS - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE August 4, 1994 Contact: Steve Smith (303) 267-5048 TCI AND LIBERTY SHAREHOLDERS APPROVE MERGER ENGLEWOOD, COLORADO - Tele-Communications, Inc. ("TCI") and Liberty Media Corporation ("Liberty") announced today that a majority of the shareholders of each company voted to approve the Merger Agreement for the business combination of TCI and Liberty. Following the shareholder votes John Malone, President and Chief Executive Officer, stated that, "I am delighted by the overwhelming shareholder approval of this merger. The new company will be aligned into four operating units: Domestic Distribution, headed by Brendan Clouston; Programming, headed by Peter Barton; International, headed by Fred Vierra; and, Technology/Venture Capital, headed by Larry Romrell. It is our intention to energetically focus on the ever changing marketplace and explore new opportunities of creating and delivering broad band communications services worldwide." Malone further added that, "This organizational structure provides not only this managerial focus but optimal financial flexibility as the underlying asets of each operating unit will be more visible and, therefore, more efficiently valued." Under the Merger Agreement each outstanding share of TCI Class A and Class B Common Stock, respectively, will be converted into the right to receive one share of TCI/Liberty Class A and Class B Common Stock, respectively; and, each outstanding share of Liberty Class A and Class B Common Stock, respectively, will be converted into the right to receive .975 of one share of TCI/Liberty Class A and Class B Common Stock, respectively. Liberty's Class E Preferred Stock will be converted into the right to receive one share of TCI/Liberty Class B Preferred Stock. In connection with the merger's consummation, TCI/Liberty will change its name to "Tele-Communications, Inc." It is anticipated that TCI/Liberty (the new "Tele-Communications, Inc.") shares will begin trading in the NASDAQ National Market at the opening of the market on August 5, 1994, following the consummation of the merger today, August 4th. TCI/Liberty's (the new "Tele-Communications, Inc.'s") Class A, Class B, and Class B Preferred Stock will trade under the symbols of TCOMA, TCOMB, and TCOMP, respectively. TCI's Class A and Class B Common Stock, and Liberty's Class A, Class B and Class E Preferred Stock will discontinue trading at the close of the market today (August 4, 1994). Shareholders of record, who personally hold shares in certificated form (not in a brokerage account), will receive a transmittal form with instructions to be used for the surrender and exchange of stock certificates. After receipt of such transmittal form, each holder of certificates representing TCI Common Stock, Liberty Common Stock or Liberty Preferred Stock should surrender such certificates with a properly executed transmittal form to the Exchange Agent. The exchange agent is The Bank Of New York. Shareholders holding shares in "street" name (not held personally but in a broker account) will automatically have their shares exchanged into the appropriate TCI/Liberty (the new "Tele-Communications, Inc.") security. - -------------------------------------------------------------------------------- An Equal Opportunity TERRACE TOWER II Post Office Box 5630 Employer 5619 DTC Parkway Denver, Colorado 80217-5630 Englewood, CO 80111-3000 (303) 267-5500 Page 12 of 12 Pages -----END PRIVACY-ENHANCED MESSAGE-----