<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
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)
1. Series A Common Stock: 872298104
2. Series B Common Stock: 872298203
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(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)
December 16, 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
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).
Page 1 of 5
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CUSIP Nos.
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)
Estate of Betsy Magness
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(2) Check the Appropriate Box if a Member (a) / /
of a Group (See Instructions) (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 Series A Common Stock 0
Number of Shares Power Series B Common Stock 0
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Beneficially (8) Shared Series A Common Stock 0
Voting Power Series B Common Stock 0
Owned by Each -------------------------------------------------------------
(9) Sole Series A Common Stock 0
Reporting Person Dispositive Series B Common Stock 0
Common Stock
With Power
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(10) Shared Series A Common Stock 0
Dispositive Series B Common Stock 0
Power
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
Series A Common Stock 0
Series B Common Stock 0
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) / /
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(13) Percent of Class Represented by Amount in Row (11)
0% of Series A Common Stock
0% of Series B Common Stock
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(14) Type of Reporting Person (See Instructions) 00
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Page 2 of 5
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ITEM 1. SECURITY AND ISSUER
Kim Magness, as the personal representative of the Estate of Betsy
Magness (the "Betsy Magness Estate"), hereby amends and supplements the
statement on Schedule 13D (the "Statement") with respect to the following
shares of stock of TCI Satellite Entertainment, Inc. beneficially owned by
the Betsy Magness Estate:
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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Statement is hereby amended and supplemented by adding the
following:
On December 16, 1998, the Betsy Magness Estate distributed, pursuant to
the Last Will and Testament of Betsy Magness, its 100% membership interest in
Magness Securities, LLC ("Magness LLC"), 50% to Kim Magness and 50% to Gary
Magness, as the beneficiaries entitled thereto. Magness LLC directly holds
210,533 shares of Series A Common Stock and 634,621 shares of Series B Common
Stock.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Statement is hereby amended and supplemented by adding the
following:
On December 16, 1998, the Betsy Magness Estate distributed, pursuant to
the Last Will and Testament of Betsy Magness, its 100% membership interest in
Magness LLC, 50% to Kim Magness and 50% to Gary Magness, as the beneficiaries
entitled thereto. The Betsy Magness Estate does not hold any shares of
Series A Common Stock or Series B Common Stock as to which there is sole or
shared power to vote or dispose of shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Statement is hereby deleted in its entirety and replaced
with the following:
(a) The aggregate number and percentage of the Company Securities
beneficially owned by the filing person are as follows:
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<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF TOTAL
TITLE OF CLASS BENEFICIAL OWNERSHIP CLASS POWER VOTING POWER
- -------------- -------------------- ----------- ------------
<S> <C> <C> <C>
0%
Series A Common Stock 0(1) 0%
Series B Common Stock 0(1) 0%
</TABLE>
(1) On December 16, 1998, the Betsy Magness Estate distributed, pursuant to
the Last Will and Testament of Betsy Magness, its 100% membership
interest in Magness LLC, 50% to Kim Magness and 50% to Gary Magness, as
the beneficiaries entitled thereto. The Betsy Magness Estate does not
hold any shares of Series A Common Stock or Series B Common Stock as to
which there is sole or shared power to vote or dispose of shares.
(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 0 0
Series B Common Stock 0 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) The date on which the Reporting Person ceased to be the beneficial
owner of more than five percent of class of securities was
December 16, 1998.
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SIGNATURE
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: March 13, 1999
ESTATE OF BETSY MAGNESS
/s/ Kim Magness
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Kim Magness, as Personal Representative
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