TCI plans offering of depositary shares in preferred stock

Business Wire, Nov 1, 1994

ENGLEWOOD, Colo.--(BUSINESS WIRE)--Nov. 1, 1994-- Tele-Communications, Inc. ("TCI") today announced the filing of a registration statement with the Securities and Exchange Commission for a proposed public offering of approximately $500 million of depositary shares representing mandatorily convertible preferred stock called Preferred Redeemable Increased Dividend Equity Securities (sm) --PRIDES (sm).

The initial public offering price will be established at the time the offering is made as it relates to the market price of the Company's Class A Common Stock. Each share of PRIDES will mandatorily convert into the Company's Class A Common Stock five years from the issuance date, unless either previously redeemed by the Company or converted at the option of the holder.

TCI may redeem the shares of PRIDES (sm) after three years from the issuance date, at a call price, payable in Class A Common Stock to be determined before the offering. Each share of PRIDES will be convertible at the option of the holder into Class A Common Stock at a conversion rate to be determined before the offering.

Net proceeds to the Company from the sale of the new shares of preferred stock will be used for repayment of certain variable rate indebtedness and general corporate purposes, which may include strategic expansion of the Company's four operating business units: Domestic Distribution and Communications, Programming, International Cable and Programming, and Technology/Venture Capital.

John Malone, President and CEO, stated that: "We are seeing an unprecedented number of opportunities in terms of our investments and involvement across these four business units. These are opportunities made possible by the existing scope of our businesses and the historic success we have achieved in the past. It is quite clear that many of these long-term equity stakes need equity treatment and are not appropriate candidates for funding with debt. The choice of a convertible preferred also attracts a significant class of new equity investors, who have been unable to participate in this growth company."

Merrill Lynch & Co. will lead manage the offering with CS First Boston and Morgan Stanley & Co. Incorporated as co-managers.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Tele-Communications, Inc. is traded on the Nasdaq National Market with Class A and Class B Common Stock, and Class B Preferred Stock, trading separately under the symbols of TCOMA, TCOMB, and TCOMP, respectively.

CONTACT: Tele-Communications Inc., Englewood

Steve Smith, Investor Relations, 303/267-5048