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Hindery Kept Mum on AT&T Deal at Conference

6/28/1998 8:00 PM Eastern

New York -- In hindsight, Tele-Communications Inc.
president and chief operating officer Leo J. Hindery Jr.'s remarks at an
investors' conference here last Tuesday may have been hinting at more than he could
say.

Hindery's presentation that morning came hours before
rumors leaked out about TCI's impending $48 billion merger with AT&T Corp., which
was announced the next day. Hindery didn't even mention AT&T during his talk at
the NationsBanc Montgomery Securities conference, except to note that AT&T shares were
earmarked for TCI Ventures Group after the previously announced deal to sell Teleport
Communications Group closed.

That reticence was in contrast to his appearance at a
Sanford C. Bernstein & Co. investors' conference a couple of weeks earlier, when,
according to a participant, Hindery declared that he had just arrived from talks with
AT&T. Last Wednesday, after the merger was announced, NationsBanc analyst John Tinker
mentioned Hindery's appearance during a conference call on the deal, saying he was
sure that TCI general counsel Stephen Brett closely screened Hindery's presentation
beforehand.

Hindery didn't bring up AT&T during a session at
the NationsBanc conference that was closed to the press, either, one participant said. At
that closed session, Hindery did express his opinions that @Home Network and Road Runner
would eventually combine in some way, and that PrimeStar Inc.'s pending acquisition
of News Corp.'s satellite-television assets would pass muster and win approval in
Washington, D.C., the participant said.

But Hindery started off his talk by saying that he wanted
to stop talking about the cable company for a while and to focus instead on Liberty Media
Group and TCI Ventures -- "in trying to give you a sense of where the industry's
taking itself technologically."

While AT&T is acquiring TCI's cable assets,
Liberty and TCI Ventures plan to merge and keep those assets under the Liberty Media Group
name and under the control of existing shareholders, especially chairman and CEO John C.
Malone. Hindery will move to the new AT&T Consumer Services Co. as president under CEO
John Zeglis.

Hindery also quipped during his speech, "I have a
sense that I can get any deal done. It's sometimes a curse."

Assets in Liberty and TCI Ventures are partly designed to
work with TCI's cable systems to create a "whole-house" suite of services,
including digital-video programming, high-speed data, interactive services and, later,
Internet-based voice- and video-telephony services, Hindery said.

Liberty, which owns stakes in programmers, and TCI
Ventures, with a more disparate portfolio, were designed to be roughly equal in value,
Hindery said. (In the merger, TCI Ventures holders are to receive 0.52 Liberty shares for
each TCI Ventures share that they hold.)

At the time of the presentation, TCI Ventures' assets
were worth about $7.1 billion, Hindery said, including $3 billion in TCG stock; $1.7
billion in At Home Corp. (@Home's parent) stock; $1.6 billion in Tele-Communications
International Inc. (TINTA) stock; and $800 million in United Video Satellite Group Inc.
stock. TCI's Sprint PCS stake is also held by TCI Ventures.

About 90 percent of Liberty's holdings, meanwhile, are
wrapped up in six assets: A 10 percent block of Time Warner Inc. stock; 49 percent of
Discovery Communications Inc.; 100 percent of Encore Media Group; 43 percent of QVC Inc.;
50 percent of Fox/Liberty Networks; and 21 percent of USA Networks Inc.

As TCI continues to progress with digital rollouts -- it
now claims more than 400,000 digital customers -- those assets will grow in value and
importance as suppliers to the cable company, Hindery said.

He also noted that Silicon Valley companies, like Microsoft
Corp., along with cable operators and programmers, seemed to be following similar
broadband strategies, all to try to win bigger shares of the one truly ubiquitous market:
the 100 million television households.

He just didn't mention long-distance telephone
providers.

September