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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13D-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO 13D-2(a)
(AMENDMENT NO. 1)
UNITED VIDEO SATELLITE GROUP, INC.
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(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
913155107
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(CUSIP Number)
STEPHEN M. BRETT, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
TELE-COMMUNICATIONS, INC.
5619 DTC PARKWAY
ENGLEWOOD, CO 80111
(303) 267-5500
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JANUARY 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 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 (continued on following page).
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* The remainder of this cover page should 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 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 6 pages
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CUSIP No. 913155107 13D Page 2 of 6 pages
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
TELE-COMMUNICATIONS, INC.
84-1260157
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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
DELAWARE
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Number of Shares Beneficially Owned by Each Reporting Person With
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7 Sole Voting Power 26,892,054 SHARES
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8 Shared Voting Power 0 SHARES
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9 Sole Dispositive Power 26,892,054 SHARES
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10 Shared Dispositive Power 0 SHARES
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
26,892,054 SHARES
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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)
73.1%
Assumes conversion of Class B Common Stock into Class A Common Stock.
Because each share of Class B Common Stock is generally entitled to ten
votes per share, the Reporting Person owns equity securities of the Company
representing approximately 93.3% of the voting power of the Company
(assuming no conversion of the Class B Common Stock).
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14 Type of Reporting Person*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
SCHEDULE 13D
Statement Of
TELE-COMMUNICATIONS, INC.
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
UNITED VIDEO SATELLITE GROUP, INC.
This Report on Schedule 13D relates to the Class A Common Stock, par
value $.01 per share (the "Class A Common Stock"), of United Video Satellite
Group, Inc., a Delaware corporation (the "Company"), and includes information
regarding (i) the Class A Common Stock and (ii) the Class B Common Stock, par
value $.01 per share, of the Company (the "Class B Common Stock"). The Report
on Schedule 13D originally filed by Tele-Communications, Inc., a Delaware
corporation ("TCI" or the "Reporting Person"), on February 2, 1996, with the
Securities and Exchange Commission (the "TCI Schedule 13D"), is hereby amended
and supplemented to include the information contained herein, and this Report
constitutes Amendment No. 1 to the TCI Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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Item 3 of the TCI Schedule 13D is hereby amended and supplemented by
adding the following information thereto:
In addition to the shares of the Company held by TCI as previously
reported (which shares were subject to a 2 for 1 stock split effective March 12,
1996), TCI acquired 12,373,294 additional shares of Class A Common Stock (the
"Shares") from Lawrence Flinn, Jr. ("Flinn"), the Company's founder and Chairman
Emeritus, pursuant to a Stock Purchase Agreement, dated January 8, 1998, among
Flinn, TCI and TCI UVSG, Inc., a wholly owned subsidiary of TCI. The Shares
represented all of the capital stock of the Company owned by Flinn prior to the
transaction. In exchange for the Shares, TCI issued to Flinn 4,891,163 shares
of Tele-Communications, Inc. Series
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A Liberty Media Group Common Stock and 6,344,406 shares of Tele-Communications,
Inc. Series A TCI Ventures Group Common Stock. TCI and Flinn also entered into
a Registration Rights Agreement, dated January 8, 1998, pursuant to which TCI
agreed to give Flinn registration rights for the shares of TCI he received in
the transaction. The transaction was consummated on January 12, 1998.
ITEM 4. PURPOSE OF TRANSACTION
----------------------
Item 4 of the TCI Schedule 13D is hereby amended and supplemented by
adding the following information thereto:
The purpose of the purchase of Flinn's shares was to increase TCI's
ownership of and involvement in the businesses conducted by the Company.
Other than as described herein, TCI does not have any present plans or
proposals which relate 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 Board of Directors or management of the
Company, including any plans or proposals to change the number or terms of
directors or to fill any existing vacancies on the Board of Directors of the
Company; (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 charter, by-laws or
instruments corresponding thereto 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 Securities Exchange Act of 1934, as amended; or (j) any
action similar to those enumerated above.
Notwithstanding anything contained herein, TCI reserves the right,
depending on all relevant factors, to change its intention with respect to any
and all of the matters referred to in the preceding paragraph.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
------------------------------------
Item 5 of the TCI Schedule 13D is hereby amended and restated in its
entirety by the following:
(a) TCI beneficially owns 26,892,054 shares of Class A Common Stock,
representing approximately 73.1% of the outstanding shares of Class A Common
Stock (assuming,
Page 4 of 6 pages
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in each case, the conversion of all outstanding shares of Class B Common Stock,
all of which are owned by TCI). If the Class B Common Stock is not deemed to
have been converted, TCI beneficially owns 14,518,760 shares of Class A Common
Stock, representing 59.5% of the outstanding shares of Class A Common Stock.
TCI beneficially owns 12,373,294 shares of Class B Common Stock, representing
100% of the outstanding shares of Class B Common Stock. Each share of Class B
Common Stock is convertible at any time at the option of the holder thereof into
one share of Class A Common Stock.
Each share of Class A Common Stock has one vote, and each share of
Class B Common Stock has ten votes, on all matters presented to the holders of
such shares. The Class A Common Stock and Class B Common Stock vote together as
a single class for the election of directors and on all other matters to be
voted on by the stockholders of the Company, except as required by law. The
shares of Class A Common Stock and Class B Common Stock held of record by TCI
represent approximately 93.3% of the combined voting power of the Class A Common
Stock and the Class B Common Stock voting together as a single class.
(b) TCI has sole power to vote all 14,518,760 shares of Class A Common
Stock and all 12,373,294 shares of Class B Common Stock owned beneficially and
of record by TCI.
TCI has sole power to dispose of all 14,518,760 shares of Class A
Common Stock and all 12,373,294 shares of Class B Common Stock owned
beneficially and of record by TCI.
(c) Except as described in Item 3, neither TCI nor to the best
knowledge of TCI, any of the persons named on Schedule 1 to the TCI Schedule 13D
has effected any transaction in shares of Class A Common Stock or Class B Common
Stock during the past 60 days.
(d) No other person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT
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TO THE SECURITIES OF THE ISSUER
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Item 6 of the TCI Schedule 13D is hereby amended and supplemented by
adding the following information thereto:
The information in Item 3 and Item 4 above is hereby incorporated by
reference herein.
[Signature on following page]
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SIGNATURE
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After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information in this statement is true, complete
and correct.
Dated: January 13, 1998
TELE-COMMUNICATIONS, INC.
By: /s/ Stephen M. Brett
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Name: Stephen M. Brett
Title: Executive Vice President and
General Counsel
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