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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
FINAL
DMX INC.
(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
23323Q104
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(CUSIP Number)
Stephen M. Brett, Esq., Executive Vice President and General Counsel,
Tele-Communications, Inc.
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)
JULY 11, 1997
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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 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: [ ].
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 ("Exchange 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 6
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Cusip No. 23323Q104
________________________________________________________________________________
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
TELE-COMMUNICATIONS, INC.
84 - 1260157
________________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
________________________________________________________________________________
(3) SEC Use Only
________________________________________________________________________________
(4) Source of Funds
WC, AF, OO
________________________________________________________________________________
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
________________________________________________________________________________
(6) Citizenship or Place of Organization
Delaware
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Number of (7) Sole Voting Power 0 Shares
Shares Bene- ____________________________________________________________
ficially (8) Shared Voting Power 0 Shares
Owned by ____________________________________________________________
Each Report- (9) Sole Dispositive Power 0 Shares
ing Person ____________________________________________________________
With (10) Shared Dispositive Power 0 Shares
________________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
0 Shares
________________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
________________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11)
0%
________________________________________________________________________________
(14) Type of Reporting Person
HC, CO
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)
FINAL
Statement of
TELE-COMMUNICATIONS, INC.
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
DMX INC.
(Commission File No. 0-18806)
ITEM 1. Security and Issuer
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Tele-Communications, Inc., a Delaware corporation ("TCI"), hereby
amends and supplements its Statement on Schedule 13D (the "Statement"), with
respect to the common stock, $.01 par value (the "Common Stock"), of DMX Inc., a
Delaware corporation ("DMX"). DMX's principal executive offices are located at
11400 W. Olympic Blvd., Suite 1100, Los Angeles, California 90064-1507. Unless
otherwise indicated, capitalized terms used but not defined herein shall have
the meanings assigned to such terms in the Statement.
TCI is filing this amendment to the Statement as a result of the merger
of TCI Merger Sub, Inc., an indirect wholly-owned subsidiary of TCI, with DMX,
with DMX surviving as an indirect wholly-owned subsidiary of TCI. As a result of
such merger, TCI ceased to be a beneficial owner of more than five percent of
the Common Stock.
ITEM 4. Purpose of Transaction
----------------------
Item 4 of the Statement is hereby amended and supplemented by adding
the following information thereto:
On July 11, 1997, at a Special Meeting of Stockholders of DMX, the
stockholders of DMX approved and adopted an Agreement and Plan of Merger, dated
as of February 6, 1997, as amended by Amendment One to Merger Agreement dated
May 29, 1997 (the "Merger Agreement"), among DMX, TCI, TCI Music, Inc., a wholly
owned subsidiary of TCI ("TCI Music"), and TCI Merger Sub, Inc., a wholly owned
subsidiary of TCI Music ("Merger Sub"), which provided for, among other things,
Merger Sub merging with DMX (the "Merger"). The Merger became effective on July
11, 1997. Pursuant to the terms of the Merger Agreement, each
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outstanding share of Common Stock, including the Common Stock beneficially owned
by TCI, was converted into the right to receive one quarter share of Series A
Common Stock, $.01 par value per share, of TCI Music, one right with respect to
each whole share of TCI Music Series A Common Stock and cash in lieu of
fractional shares of TCI Music Series A Common Stock and rights. As a result,
DMX became an indirect wholly owned subsidiary of TCI.
The foregoing summary of the Merger is qualified in its entirety by
reference to the complete terms, provisions and conditions thereof set forth in
the Prospectus of TCI, the Prospectus of TCI Music and the Proxy Statement of
DMX filed on June 12, 1997, by such parties as part of a Registration Statement
on Form S-4 (No. 333-28613). Said Registration Statement and Prospectuses and
Proxy are incorporated herein by reference and are so filed herewith as Exhibit
F to this Amendment No. 5.
ITEM 5. Interest in Securities of the Issuer
------------------------------------
Item 5 of the Statement is hereby amended and supplemented by adding
the following information thereto:
As a result of the Merger described in Item 4 above, on July 11, 1997,
TCI ceased to be the beneficial owner of more than five percent of the Common
Stock of DMX.
ITEM 7. Material to be Filed as Exhibits
--------------------------------
F. Registration Statement on Form S-4, filed by TCI, TCI Music and DMX on
June 12, 1997, and thereafter amended and ordered effective on June
12, 1997, under Commission File No. 333-28613, which is hereby
incorporated by this reference.
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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 Amendment No. 5 to the Statement
is true, complete and correct.
July 18, 1997 TELE-COMMUNICATIONS, INC.
/s/ Stephen M. Brett
--------------------
Stephen M. Brett
Executive Vice President and
General Counsel
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EXHIBIT INDEX
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________________________________________________________________________________
EXHIBIT EXHIBIT PAGE
NUMBER
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7(F) Registration Statement on Form S-4, filed by --
TCI, TCI Music and DMX on June 12, 1997, and
thereafter amended and ordered effective on
June 12, 1997, under Commission File No.
333-28613, which is hereby incorporated by
this reference.
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