Tele Communications Inc

Liberty Media Corp., the media investment company controlled by John Malone, will do a stock swap with the heirs of Tele-Communications Inc.'s late founder, Bob Magness, reducing Malone's voting control of Liberty. Liberty will exchange 105 million Class A common shares, worth $1.2 billion at Liberty's Monday closing price, for the Magness family's Class B shares. Malone, 62, has voting rights over those shares as part of a 1998 agreement with the family.

In a deal that sharply escalates the race to provide communications services to the nation's households and businesses, phone giant AT&T Corp. will announce today that it will buy cable powerhouse Tele-Communications Inc., sources close to the company said. The all-stock transaction is valued at $48 billion.

In an attempt to make TV Guide a powerhouse in the coming age of interactive television, News Corp. is merging its weekly magazine with the dominant over-the-air listing service, the Prevue Channel, in a deal valued at $2 billion. Under the transaction, News Corp. will get $800 million in cash and $1.2 billion in stock of United Video Satellite Group Inc., the owner of Prevue that is controlled by John Malone's Tele-Communications Inc., the nation's largest cable company. News Corp.

Stung by a continuing plunge in its stock, AT&T Corp. on Friday went out of its way to reassure investors that its $46.5-billion merger with Tele-Communications Inc. wasn't too expensive. Just two days after explaining the deal to financial analysts, AT&T was back on the phone.

Once a staid stock for conservative-spending retirees, T is suddenly flashy. AT&T Corp. shareholders are about to become owners of some of Wall Street's most esoteric securities--"tracking stocks." The deal in which AT&T (ticker symbol: T) plans to acquire cable TV giant Tele-Communications Inc. calls for the long-distance company to issue two of these securities. AT&T's current holders will end up with one of them.

In his rare moments of free time, AT&T Corp. Chief Executive C. Michael Armstrong loves to hit the road on a Harley-Davidson motorcycle. These days, he's also trying to run hog wild through the telephone and cable television industries. The giant deal announced Wednesday for AT&T to acquire cable-TV operator Tele-Communications Inc. for $46.5 billion demonstrates Armstrong's determination to radically reshape the nation's largest telecommunications company.

After more than three decades, cable mogul John Custer Malone is returning home to AT&T about $2 billion richer than when he toiled there as an economic planner and in research and development fresh out of college. Exactly how extensive a role the restless, impatient executive would play at AT&T as a director now that the phone giant has agreed to acquire Malone's Tele-Communications Inc. in a $46.5-billion deal is something virtually no one who knows the enigmatic executive can agree upon.

If John Malone has been the Darth Vader of Tele-Communications Inc.--as Vice President Al Gore once dubbed the TCI chief--Leo Hindery Jr. has been the cable giant's Jedi Knight, skillfully maneuvering around both Wall Street and Washington. The force has been with him: In less than 18 months as president of TCI, he has been instrumental in turning around the company's lagging stock.

Unlike the previous wave of telecommunications mega-mergers that saw phone companies combining with phone companies, AT&T Corp.'s plan to buy cable giant Tele-Communications Inc. doesn't leave rivals with a clear way to respond. In fact, analysts said, the best move for most of the local and long-distance phone companies may be not to change their strategies at all. In buying TCI, AT&T would gain a direct link to 10.5 million households across the country.

AT&T Corp. may have dialed the right number with Tele-Communications Inc. in terms of long-term strategy, but in the short run some Wall Streeters are worried about AT&T's stock. The reason: The deal would mean lower earnings for AT&T for three years, the company conceded. And the type of institutional investor that now dominates AT&T's shareholder ranks may have a hard time dealing with that earnings dilution. Market reaction was ugly Wednesday. AT&T tumbled $5.