<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: March 22, 2000
Date of Earliest Event Reported: March 16, 2000
TCI SATELLITE ENTERTAINMENT, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
000-21317 84-1299995
(Commission File Number) (I.R.S. Employer Identification No.)
7600 EAST ORCHARD ROAD, SUITE 330-SOUTH
ENGLEWOOD, COLORADO 80111
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (303) 268-5440
<PAGE>
ITEM 5. OTHER EVENTS.
On March 16, 2000, TCI Satellite Entertainment, Inc. ("TSAT") completed
its previously announced transaction with Liberty Media Corporation ("Liberty
Media") in which Liberty Media purchased shares of cumulative preferred stock
of TSAT in exchange for Liberty Media's economic interest in 5,084,745 shares
of Sprint Corporation PCS common stock, valued at $300 million as of March
14, 2000.
TSAT issued $150 million of Series A 12% Cumulative Preferred Stock
("Series A Stock") and $150 million of Series B 8% Cumulative Convertible
Voting Preferred Stock ("Series B Stock" and together with the Series A
Stock, the "Preferred Stock"). The Preferred Stock is senior to all other
classes and series of capital stock of the Company. The Series A Stock does
not have voting rights. The holders of the Series B stock have voting rights
representing, in the aggregate, approximately 85% of the total voting power
of TSAT (after giving effect to such issuance) and will vote together with
the holders of all other classes or series of voting stock of the Company,
except as required by law.
Concurrently with the investment by Liberty Media in TSAT, TSAT and
Liberty Media formed a new joint venture to hold and manage interests in
entities engaged globally in the distribution of internet data and other
content via satellite and related businesses. Liberty Media contributed
interests in XM Satellite Radio Holdings, Inc., iSKY, Inc., LSAT Astro LLC
and the Sky Latin America satellite businesses in exchange for a 89.41%
ownership interest in the joint venture. TSAT contributed its interest in
JATO Communications Corp. and General Motors Class H Common Stock in exchange
for a 10.59% ownership interest in the joint venture. TSAT will manage the
business and affairs of the venture, which has been named Liberty Satellite,
LLC.
In a related transaction, TSAT paid Liberty Media $60 million in the form
of an unsecured promissory note in exchange for a 13.99% ownership interest
in LSAT Astro LLC, a limited liability company that owns an approximate 31.5%
interest in ASTROLINK International LLC. ASTROLINK plans to launch
geostationary satellites to provide two way broadband communications services
to its customers. The remaining 86.01% of LSAT Astro LLC was contributed by
Liberty Media to Liberty Satellite, LLC, as indicated above.
TSAT plans to seek the approval of its shareholders to change its name to
Liberty Satellite & Technology, Inc.
1
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: March 22, 2000
TCI SATELLITE ENTERTAINMENT, INC.
By: /s/ Kenneth G. Carroll
--------------------------------------
Kenneth G. Carroll
Senior Vice President and Chief
Financial Officer
2
