TCI Continues to Shuffle the Deck

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The latest management shuffle at Tele-Communications Inc.
indicates the MSO believes its merger with AT&T is a "fait accompli,"
analysts said last week.

Observers said deciding "who lands where" as
early as possible ensures TCI will be "first to market" when the $48 billion
merger closes sometime next year.

"TCI believes this deal will be approved," said
Denver analyst Chuck Kersch. "In that case, you want your ducks in a row. Everybody
has to know who's responsible for what. That way you're off and running when the
deal closes. You're out there getting those customers."

Ted Henderson, cable analyst for Janco Partners, agreed the
administrative changes indicate "a high confidence level" that the merger will
go through, despite a downturn in AT&T's stock price since the merger was
announced. The stock price has since rebounded.

"Dissident shareholders vote with their feet,"
Henderson said. "They'll be gone by the time it closes. But this is so
significant, that you have to decide where people are going to land. You can't wait
until it closes."

In its first announcement, TCI unveiled a new
organizational chart for the proposed merger of Liberty Media Corp. and TCI Ventures
Group.

Effective immediately, TCI chairman John Malone has become
chairman of the combined entity, with Robert R. Bennett, president and CEO of Liberty, and
Gary S. Howard, president of TCI Ventures, reporting directly to him.

Howard was also named executive vice president and chief
operating officer of Liberty Media. Upon completion of the AT&T deal, he will be named
president of Liberty Capital, a new subsidiary where he will develop investment strategies
for more $5 billion in cash AT&T plans to infuse into Liberty Media.

Meanwhile, TCI president Leo J. Hindery Jr. has stepped
down as chairman of both Liberty and TCI Ventures to concentrate on the pending merger.
Hindery is slated to become president of AT&T Consumer Services Co.

In a related announcement, TCI Communications Inc., the
MSO's cable operations arm, reported organizational changes at the field level
designed to specify each manager's responsibilities.

Division senior vice presidents will become presidents of
their respective divisions, including Tom Barberini at TCI Southeast; Sharon Becker at TCI
Northwest, Steve Bryan at TCI Great Lakes; Scott Hiigel at TCI Central: and John Kopchik
at TCI West.

The company also announced the creation of an operations
administration unit headed by TCIC president Marvin Jones.

Within the unit, Colleen Abdoulah will act as executive
vice president of cable operations, while Ann Montgomery and Madie Gustafson have been
named senior vice president of fulfillment services and senior vice president of
franchising and local government affairs, respectively.

Kersch and Henderson agreed that fueling the certainty that
the AT&T merger will close is the presence of Craig McCaw.

McCaw became one of AT&T's individual largest
shareholders when he sold McCaw Communications, the nation's largest cellular company
at that time, to the long distance carrier for $12.6 billion in 1993.

McCaw, whose early career included a stint as a cable
operator, is certain to see the benefits of merging TCI into AT&T, Henderson said.

"He understands spectrum and its capacity, and
that's what we're seeing here," he added.

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