Denver-based Tele-Communications Inc. and an investor group will pay $34 a share, or about $885 million, for the Des Moines, Iowa-based firm. The investor group includes members of Heritage and Tele-Communications management. Tele-Communications is the largest U.S. cable operator, with about 4 million subscribers. Heritage has about 970,000 subscribers. Under the merger agreement, Heritage shareholders will receive $26 per share in cash and $8 worth of Tele-Communications stock for each share. Heritage managers will buy the company's broadcast properties for about $200 million in cash and notes.