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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
TCI SATELLITE ENTERTAINMENT, INC.
(Name of Issuer)
Series A Common Stock, $1.00 par value
Series B Common Stock, $1.00 par value
--------------------------------------
(Title of Classes of Securities)
Series A Common Stock 872298104
Series B Common Stock 872298203
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(CUSIP Numbers)
Estate of Bob Magness
Donne F. Fisher, Co-Personal Representative
Terrace Tower II, 5619 DTC Parkway, Englewood, CO 80111, (303-267-5500)
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 26, 1996
-----------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b) (3) or (4), check the following box: [ ].
Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of less than
five percent of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Exhibit Index is on Page 8
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(1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons
Estate of Bob Magness
84-6300975
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(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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(3) SEC Use Only
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(4) Source of Funds
OO
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(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[ ]
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(6) Citizenship or Place of Organization
U.S.
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Number of (7) Sole Voting Power 562,965 Shares of
Series A*
3,713,208 Shares of
Series B**
Shares Bene- ---------------------------------------------
ficially (8) Shared Voting Power 0 Shares
Owned by ---------------------------------------------
Each Report- (9) Sole Dispositive Power 562,965 Shares of
Series A*
3,713,208 Shares of
Series B**
ing Person ---------------------------------------------
With (10) Shared Dispositive Power 0 Shares
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(11) Aggregate Amount Beneficially Owned by Each
Reporting Person
562,965 Shares of Series A*
3,713,208 Shares of Series B**
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(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ] **
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(13) Percent of Class Represented by Amount in Row (11)
Series A Common Stock <1%
Series B Common Stock 43.9%
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(14) Type of Reporting Person
OO
_____________________________
*Including the 152,432 shares to be beneficially owned by the
Estate, 210,533 shares to be beneficially owned by the Estate of
Betsy Magness, and the additional 200,000 shares the Estate would
acquire upon the exercise of stock options granted in tandem with
stock appreciation rights, but does not include shares of Series
A Common Stock issuable upon conversion of shares of Series B
Common Stock. (See Items 3 and 5). Due to the death of Mr. Magness,
Mr. Kim Magness may become the personal representative of the Estate
of Betsy Magness. See Item 5 for information on the possible change
in beneficial ownership of the shares to be owned by the Estate of
Betsy Magness.
**Including the 3,078,587 shares of Series B Common Stock to be
beneficially owned by the Estate and 634,621 shares to be
beneficially owned by the Estate of Betsy Magness. Due to the death
of Mr. Magness, Mr. Kim Magness may become the personal representative
of the Estate of Betsy Magness. See Item 5 for information on the
possible change in beneficial ownership of the shares to be owned by
the Estate of Betsy Mangess.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. __)
Statement of
ESTATE OF BOB MAGNESS
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
TCI SATELLITE ENTERTAINMENT, INC.
(Commission File No. 0-21317)
ITEM 1. Security and Issuer
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This Statement on Schedule 13D relates to the Series A
Common Stock, par value $1.00 per share (the "Series A Stock"),
and the Series B Common Stock, par value $1.00 per share (the
"Series B Stock" and together with the Series A Stock, the
"Issuer Common Stock"), of TCI Satellite Entertainment, Inc., a
Delaware corporation (the "Issuer"). The principal executive
offices of the Issuer are located at 8085 South Chester, Suite
300, Englewood, Colorado 80112.
ITEM 2. Identity and Background
-----------------------
The reporting person is the Estate of Bob Magness
(the "Estate"), whose business address is Terrace Tower II, 5619
DTC Parkway, Englewood, Colorado 80111. Mr. Magness passed away
on November 15, 1996, and on November 26, 1996, Donne F. Fisher
and Daniel Ritchie were appointed co-personal representatives
of his Estate pursuant to the laws of the State of Colorado.
During the last five years prior to his death, Mr.
Magness had not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), and had
not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of
such proceeding, was subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws. Mr. Magness
was a citizen, and the co-personal representatives are citizens,
of the United States of America.
ITEM 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
On or about November 15, 1996, the Board of Directors
of Tele-Communications, Inc. ("TCI") declared a distribution (the
"Distribution") by TCI to holders of its TCI Common Stock (as
defined below) of shares of the Series A Stock and shares of the
Series B Stock of the Issuer. The Distribution will occur on or
about December 4, 1996, and will be made as a dividend to holders
of record at the close of business on November 12, 1996 (the
"Record Date"), of shares of TCI Series A TCI Group Common Stock,
par value $1.00 per share (the "TCI Series A Stock"), and shares
of TCI Series B TCI Group Common Stock, par value $1.00 per share
(the "TCI Series B Stock", and together with the TCI Series A
Stock, the "TCI Common Stock"). Holders of record on the
Record Date will receive one share of Series A Stock for
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each 10 shares of TCI Series A Stock and one share of
Series B Stock for each 10 shares of TCI Series B Stock
held by such holders on the Record Date. Both series of
the Issuer Common Stock are identical in all respects, except
(i) each share of Series B Stock has ten votes and each
share of Series A Stock has one vote on all matters to be
voted upon by holders of the Issuer Common Stock and (ii)
each share of Series B Stock is convertible, at the option
of the holder, into one share of Series A Stock. The shares of
Series A Stock are not convertible into shares of Series B Stock.
In connection with the Distribution, the TCI committee
that administers the stock option plans of TCI has made certain
adjustments to the outstanding TCI options and stock appreciation
rights in accordance with the anti-dilution provisions of the
respective stock option plans. Based on these adjustments,
immediately prior to the Distribution, each TCI option will be
divided into two separate options, such that the holder thereof
will be granted an additional option to purchase Series A Stock
exercisable for the number of shares of Series A Stock that would
have been issued in the Distribution in respect of the shares of
TCI Series A Stock subject to said TCI options, if the TCI
option had been exercised prior to the Record Date. The same
adjustment will be made to the distribution of stock appreciation
rights with respect to shares of Series A Stock based on TCI
stock appreciation rights held as of the Record Date.
Notwithstanding the right to receive shares of Series A Stock,
the above-described adjustment to the options and stock
appreciation rights is made by TCI and not by the Issuer. As a
result, TCI and the Issuer have entered into an agreement
concerning the issuance of shares of Series A Stock upon exercise
of the options and stock appreciation rights with respect thereto.
The foregoing summary of the Distribution is qualified
in its entirety by reference to the complete terms, provisions
and conditions thereof set forth in the Information Statement
filed by TCI on September 6, 1996 (the "Information Statement"),
as part of a Registration Statement on Form 10 (0-21317), as
amended, and granted final clearance by the Securities and
Exchange Commission on November 15, 1996. The Registration
Statement and Information Statement are incorporated herein by
reference and are filed herewith as Exhibit A.
As of April 30, 1996, Mr. Magness owned 5,629,650
shares of TCI Series A Stock, which includes 2,105,332 shares of
TCI Series A Stock held by the Estate of Betsy Magness to which
Mr. Magness acted as executor, and 2,000,000 shares of TCI Series
A Stock subject to an option granted in tandem with stock
appreciation rights. In addition, Mr. Magness beneficially owned
37,132,076 shares of TCI Series B Stock, which includes 6,346,212
shares of TCI Series B Stock held by the Estate of Betsy Magness.
Upon the Distribution, the Estate will receive 562,965
shares of Series A Stock, including 210,533 shares to be held by
the Estate of Betsy Magness and assuming exercise in full of
stock options granted in tandem with stock appreciation rights to
acquire 200,000 shares of Series A Stock, and 3,713,208 shares of
Series B Stock, including 634,521 shares of Series B Stock to be
received by the Estate of Betsy Magness in the Distribution.
The Estate will not pay any consideration in connection with
the Issuer Common Stock to be received in the Distribution.
In addition, the Distribution will not affect the number of shares
of TCI Common Stock beneficially held by the Estate.
Notwithstanding the inclusion of the shares to be held
by the Estate of Betsy Magness, the beneficial ownership of such
shares may have been transferred to other beneficiaries as a result
of the death of Mr. Magness pursuant to the terms of the Will of
Betsy Magness. Further, Mr. Kim Magness is designated as the successor
personal representative for the Estate of Betsy Magness as a result
of the death of Bob Magness, subject to court appointment.
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ITEM 4. Purpose of Transaction
----------------------
Except as provided in the Distribution, the Estate
does not otherwise have any present plans or proposals which
relate to or would result in: (i) any acquisition by any
person of additional securities of the Issuer, or any
disposition of securities of the Issuer; (ii) any extraordinary
corporate transaction, such as
a merger, reorganization or liquidation, involving the Issuer
or any of its subsidiaries; (iii) any sale or transfer of a
material amount of assets of the Issuer or any of its
subsidiaries; (iv) any change in the present board of directors
or management of the Issuer, including any plans or proposals
to change the number or term of directors or to fill any existing
vacancies on the board; (v) any material change in the present
capitalization or dividend policy of the Issuer; (vi) any
other material change in the Issuer's business or corporate
structure; (vii) any changes in the Issuer's charter, by-laws, or
other instruments corresponding thereto or other actions which
may impede the acquisition of control of the Issuer by any
person; (viii) any delisting from a national securities exchange
or any loss of authorization for quotation in an inter-dealer
quotation system of a registered national securities association
of a class of securities of the Issuer; (ix) any termination of
registration pursuant to section 12(g)(4) of the Exchange Act of
a class of equity securities of the Issuer; or (x) any action
similar to any of those enumerated above.
Notwithstanding the foregoing, the Estate may determine
to change its investment intent with respect to the Issuer at any
time in the future. In reaching any conclusion as to its future
course of action, the Estate will take into consideration various
factors, such as the Estate's financial and tax situation, the
Estate's obligations to the beneficiaries thereof, the Issuer's
business and prospects, other developments concerning the Issuer,
and general economic and stock market conditions, including, but
not limited to, the market price of the Issuer Common Stock. The
Estate reserves the right, depending on other relevant factors,
to acquire additional shares of the Issuer Common Stock in open
market or privately negotiated transactions, to dispose of all or
a portion of its holdings of shares of the Issuer Common Stock or
to change its intentions with respect to any or all of the
matters referred to in this Item.
ITEM 5. Interest in Securities of the Issuer
------------------------------------
(a) As described in Item 3 above, the Estate will
beneficially own 562,965 shares of the Series A Stock. Of the
562,965 shares to be beneficially owned, 152,432 shares will be
owned of record, 210,533 shares will be owned of record by the
Estate of Betsy Magness to which Mr. Magness was the executor,
and an additional 200,000 shares may be acquired upon the
exercise of stock options granted in tandem with stock
appreciation rights. In addition, the Estate will beneficially
own 3,713,208 shares of the Series B Stock. Of the 3,713,208
shares to be beneficially owned, 3,078,587 shares will be owned
of record and the remaining 634,621 shares will be owned of
record by the Estate of Betsy Magness. Notwithstanding the
inclusion of the shares to be held by the Estate of Betsy Magness,
the beneficial ownership of such shares may have been transferred
to other beneficiaries as a result of the death of Mr. Magness
pursuant to the terms of the Will of Betsy Magness. Further, Mr.
Kim Magness is designated as the successor personal representative
for the Estate of Betsy Magness as a result of the death of Bob
Magness, subject to court appointment.
The Issuer has informed the Estate that based on the
number of shares of TCI Common Stock outstanding as of April 30,
1996, and assuming such shares remain outstanding immediately
prior to the Distribution, the Issuer will have outstanding as of
the Distribution 58,336,191 shares of Series A Stock and
8,468,163 shares of Series B Stock. Such amounts do not include
shares of Series A Stock issuable upon conversion of shares of
the Series B Stock. Based on such amounts, the 562,965 shares of
Series A Stock to be beneficially owned by the Estate will
represent less than one percent of the outstanding Series A
Stock, and the 3,713,208 shares of Series B Stock to be
beneficially owned by the Estate will represent 43.9% of the
outstanding Series B Stock. The percent of Series A Stock assumes
exercise in full of stock options granted in tandem with stock
appreciation rights to acquire shares of Series A Stock. In
addition,
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the percent of Series A Stock and the percent of Series B Stock
assume the inclusion of the shares to be held by the Estate of
Betsy Magness.
(b) Except as otherwise stated with respect to the
shares owned by the Estate of Betsy Magness, the Estate will have
the sole power to vote or to direct the voting of their
respective shares of the Issuer Common Stock that it will own,
and will have the sole power to dispose of, or to direct the
disposition of, all such shares.
(c) Except for the Issuer Common Stock received in the
Distribution, the Estate has not executed transactions in the
Issuer Common Stock during the past sixty (60) days.
(d) There is no person that has the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Issuer Common Stock to be owned by
the Estate.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships
--------------------------------------------------------
with Respect to Securities of the Issuer
----------------------------------------
There are presently no contracts, arrangements,
understandings or relationships among the Estate and other
persons with respect to the Issuer Common Stock.
ITEM 7. Material to be Filed as Exhibits
--------------------------------
(A) Information Statement on Form 10, filed by TCI on
September 6, 1996, and thereafter amended and granted final
clearance by the Securities & Exchange Commission on November 15,
1996, under Commission File No. 0-21317, which is hereby
incorporated by this reference.
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SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, on behalf of the Estate of Bob Magness, I
certify that the information set forth in this Statement is true,
complete and correct.
December 4, 1996 THE ESTATE OF BOB MAGNESS
By:/s/_______________________
Donne F. Fisher
Co-Personal Representative
7
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EXHIBIT INDEX
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EXHIBIT EXHIBIT PAGE
NUMBER
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7(A) Information Statement on Form 10, filed by TCI --
on September 6, 1996, and thereafter amended
and granted final clearance by the Securities and
Exchange Commission on November 15, 1996, under
Commission File No. 0-21317, which is hereby
incorporated by this reference.
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8
