<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
TCI SATELLITE ENTERTAINMENT, INC.
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(NAME OF ISSUER)
1. TCI Satellite Entertainment, Inc. Series A Common Stock, par value $1.00
per share ("Series A Common Stock")
2. TCI Satellite Entertainment, Inc. Series B Common Stock, par value $1.00
per share ("Series B Common Stock")
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(TITLE OF CLASS OF SECURITIES)
<TABLE>
<S> <C>
1. Series A Common Stock 872298104
2. Series B Common Stock 872298203
------------------------------------
</TABLE>
(CUSIP NUMBER)
Raymond L. Sutton, Jr.
Baker & Hostetler LLP
303 East 17th Avenue, Suite 1100
Denver, Colorado 80203
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS)
October 8, 1998
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. / /
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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 on Page A-1
Page 1 of 7
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CUSIP Nos.
<TABLE>
<S><C>
Series A Common Stock: 872298104
Series B Common Stock: 872298203
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)
Magness Securities, LLC
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
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3) SEC Use Only
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4) Source of Funds (See Instructions) N/A See Item 3 below.
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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 Colorado
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7) Sole Voting Power Series A Common Stock 845,155(1)
Number of Shares Series B Common Stock 634,621(2)
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Beneficially 8) Shared Voting Power Series A Common Stock 0
Series B Common Stock 0
Owned by Each ---------------------------------------------------------------------------------------------------
9) Sole Dispositive Power Series A Common Stock 845,155(1)
Series B Common Stock 634,621(2)
Reporting Person
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10) Shared Dispositive Power Series A Common Stock 0
With Series B Common Stock 0
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11) Aggregate Amount Beneficially Owned by Reporting Person
Series A Common Stock 845,155(1)
Series B Common Stock 634,621(2)
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
- ---------------------------------------------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
1.4% of Series A Common Stock
7.5% of Series B Common Stock
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14) Type of Reporting Person (See Instructions) OO
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</TABLE>
(1) Series B Common Stock is convertible at any time on a
one-for-one basis into Series A Common Stock. SEE Item 5 below. The
numbers of shares of Series A Common Stock shown in rows 7 through 11
above assume that the shares of Series B Common Stock shown in rows 7
through 11 above have been converted into shares of Series A Common
Stock.
(2) SEE Item 5.
Page 2 of 7
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ITEM 1. SECURITY AND ISSUER
The equity securities to which this Schedule 13D relates are as follows:
1. TCI Satellite Entertainment, Inc. Series A Common Stock, par value $1.00
per share ("Series A Common Stock"); and
2. TCI Satellite Entertainment, Inc. Series B Common Stock, par value $1.00
per share ("Series B Common Stock).
The issuer of the Series A Common Stock and the Series B Common Stock
(collectively, the "Company Securities") is TCI Satellite Entertainment, Inc.
(the "Company") whose principal executive offices are located at 8085 South
Chester, Englewood, Colorado 80112.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule 13D is filed by Magness Securities, LLC, a Colorado
limited liability company (the "Magness LLC"). The principal business of the
Magness LLC is to hold the Company Securities and other securities. The Estate
of Betsy Magness (the "Betsy Magness Estate") is the sole member of the Magness
LLC and Kim Magness, who is the personal representative of the Betsy Magness
Estate, is the manager of the Magness LLC.
(b) The business address of the Magness LLC is c/o Raymond L. Sutton, Jr.,
Baker & Hostetler LLP, 303 East 17th Avenue, Suite 1100, Denver, Colorado 80203.
(c) The filing person has no occupation or employment.
(d) The filing person has not, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) The filing person has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceedings was or is 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.
(f) The filing person is a Colorado limited liability company.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On October 8, 1998, the Betsy Magness Estate transferred, among other
securities, the following Company Securities (representing all the Company
Securities held by the Betsy Magness Estate) to the Magness LLC in exchange for
a 100% membership interest in the Magness LLC:
<TABLE>
<CAPTION>
SHARES CLASS
------ -----
<S> <C>
210,534 Series A Common Stock
634,621 Series B Common Stock
</TABLE>
Page 3 of 7
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ITEM 4. PURPOSE OF TRANSACTION
On October 8, 1998, the Betsy Magness Estate transferred, among other
securities, the following Company Securities (representing all the Company
Securities held by the Betsy Magness Estate) to the Magness LLC in exchange for
a 100% membership interest in the Magness LLC:
<TABLE>
<CAPTION>
SHARES CLASS
------ -----
<S> <C>
210,534 Series A Common Stock
634,621 Series B Common Stock
</TABLE>
The filing person has no present plan or proposal that relates to or would
result in:
(a) the acquisition by any person of additional securities of the Company,
or the disposition of securities of the Company;
(b) an extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Company or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company or any
of its subsidiaries;
(d) any change in the present board of directors of the Company or
management of the Company, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy of
the Company;
(f) any other material change in the Company's business or corporate
structure;
(g) changes in the Company's certificate of incorporation or bylaws or
other actions which may impede the acquisition of control of the Company by any
person;
(h) causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate number and percentage of the Company Securities
beneficially owned by the filing person are as follows:
Page 4 of 7
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<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF TOTAL VOTING
TITLE OF CLASS BENEFICIAL OWNERSHIP CLASS POWER(1) POWER(1)
-------------- -------------------- -------------- ------------
<S> <C> <C> <C>
4.6%
Series A Common Stock 845,155(2)(3) 1.4%
Series B Common Stock 634,621(2)(3) 7.5%
</TABLE>
(1) Based on 59,280,446 shares of Series A Common Stock and 8,465,324 shares of
Series B Common Stock, outstanding on July 31, 1998.
(2) Series B Common Stock is convertible at any time on a one-for-one basis
into Series A Common Stock. The numbers of shares of Series A Common Stock
shown in this Item 5 assume that the shares of Series B Common Stock have
been fully converted into shares of Series A Common Stock.
In addition, each share of Series B Common Stock is entitled to 10 votes
per share and each share of Series A Common Stock is entitled to one vote
per share. Accordingly, when these classes of stock are aggregated, the
Betsy Magness Estate may be deemed to currently beneficially own voting
equity securities representing approximately 4.6% of the voting power with
respect to a general election of directors of the Company.
(3) On October 8, 1998, the Betsy Magness Estate transferred, among other
securities, the following Company Securities (representing all the Company
Securities held by the Betsy Magness Estate) to the Magness LLC in exchange
for a 100% membership interest in the Magness LLC:
<TABLE>
<CAPTION>
Shares Class
------ -----
<S> <C>
210,534 Series A Common Stock
634,621 Series B Common Stock
</TABLE>
(b) The following indicates for the filing person the number of shares of
Company Securities as to which there is sole or shared power to vote
or dispose of the shares:
<TABLE>
<CAPTION>
Class of Security Sole Power Shared Power
----------------- ---------- ------------
<S> <C> <C>
Series A Common Stock 845,155 0
Series B Common Stock 634,621 0
</TABLE>
(c) The transactions described in Item 4 are the only transactions
effected during the last sixty days by the person named in Item 5(a)
above.
(d) No person is known by the filing person to have the right to receive
or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Company Securities identified in this Item 5.
(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 between the filing person and other persons with respect to the
Series A Common Stock and Series B Common Stock beneficially owned by the filing
person.
Page 5 of 7
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
Page 6 of 7
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
Dated: October 8, 1998
MAGNESS SECURITIES, LLC
/s/ Kim Magness
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By: Kim Magness, Manager
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