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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
TELE-COMMUNICATIONS, INC.
________________________________________________________________________________
(Name of Issuer)
(1) Class A Common Stock, par value $1.00 per share
(2) Class B Common Stock, par value $1.00 per share
(3) Class B 6% Cumulative Redeemable Exchangeable Junior Preferred Stock,
par value $.01 per share
________________________________________________________________________________
(Title of Classes of Securities)
(1) Class A Stock: 87924V101
(2) Class B Stock: 87924V200
(3) Class B Preferred Stock: 87924V309
________________________________________________________________________________
(CUSIP Numbers)
Check the following box if a fee is being paid with this statement (X). (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*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 the
disclosures provided in a prior cover page.
The information required in 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 8 pages
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CUSIP No. Class A Stock: 87924V101
Class B Stock: 87924V200
Class B Preferred Stock: 87924V309
________________________________________________________________________________
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
BOB MAGNESS
444 - 14 - 7214
________________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group
(a) ( )
(b) ( )
________________________________________________________________________________
(3) SEC Use Only
________________________________________________________________________________
(4) Citizenship or Place of Organization
U.S.A.
________________________________________________________________________________
Number of (5) Sole Voting Power 4,626,938 Shares of Class A Stock*
Shares Bene- 37,132,076 Shares of Class B Stock
ficially 125,000 Shares of Class B Preferred Stock
Owned by _______________________________________________________________
Each Report- (6) Shared Voting Power
ing Person 0 Shares
With _______________________________________________________________
(7) Sole Dispositive Power 4,626,938 Shares of Class A Stock*
37,132,076 Shares of Class B Stock
125,000 Shares of Class B Preferred Stock
_______________________________________________________________
(8) Shared Dispositive Power
0 Shares
________________________________________________________________________________
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
4,626,938 Shares of Class A Stoc*
37,132,076 Shares of Class B Stock
125,000 Shares of Class B Preferred Stock
________________________________________________________________________________
(10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares ( )
________________________________________________________________________________
(11) Percent of Class Represented by Amount in Row (9)
.94% of the Class A Stock*
43.3% of the Class B Stock
7.7% of the Class B Preferred Stock
________________________________________________________________________________
(12) Type of Reporting Person
IN
__________________________________
* Does not include shares of Class A Stock issuable upon conversion of
shares of Class B Stock. See Item 4.
Page 2 of 8 pages
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Statement Of
BOB MAGNESS
Pursuant to Section 13(g) of the
Securities Exchange Act of 1934
in respect of
TELE-COMMUNICATIONS, INC.
This Report relates to the Class A Common Stock, par value $1.00 per
share, the Class B Common Stock, par value $1.00 per share, and the Class B 6%
Cumulative Redeemable Exchangeable Junior Preferred Stock, par value $.01 per
share, of Tele- Communications, Inc., a Delaware corporation, beneficially
owned by Bob Magness.
Item 1(a) NAME OF ISSUER:
The name of the Issuer is Tele-Communications, Inc.
(the "Company")
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
Terrace Tower II
5619 DTC Parkway
Englewood, Colorado 80111
Item 2(a) NAME OF PERSON FILING:
Bob Magness (the "Reporting Person")
Item 2(b) ADDRESS OF PRINCIPAL OFFICE:
Terrace Tower II
5619 DTC Parkway
Englewood, Colorado 80111
Page 3 of 8 pages
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Item 2(c) CITIZENSHIP:
U.S.A.
Item 2(d) TITLE OF CLASS OF SECURITIES:
The classes of equity securities to which this
Report relates is the Class A Common Stock, par value
$1.00 per share (the "Class A Stock"), the Class B
Common Stock, par value $1.00 per share (the "Class B
Stock"; and together with the Class A Stock, the
"Common Stock"), and the Class B 6% Cumulative
Redeemable Exchangeable Junior Preferred Stock, par
value $.01 per share (the "Class B Preferred Stock";
and together with the Common Stock, the "Company
Securities"), of the Company. Pursuant to Rule 13d-3
under the Securities Exchange Act of 1934, as
amended, this Report also relates to the shares of
Class A Stock issuable upon conversion of shares of
Class B Stock. Each share of Class B Stock is
convertible into one share of Class A Stock at the
option of the holder, and the holders of the Class B
Stock and Class A Stock generally vote together as a
class (together with all shares of preferred stock of
the Company so entitled) with respect to all matters
voted on by the stockholders of the Company, with the
holders of the Class B Stock entitled to ten (10)
votes per share and the holders of the Class A Stock
entitled to one (1) vote per share. The holders of
Class B Preferred Stock are not entitled to any
voting rights except as required by Delaware law and
except that each share of Class B Preferred Stock is
entitled to cast one vote for the election of
directors, voting as a class with the holders of the
Common Stock.
On August 4, 1994, the business combination (the
"TCI/Liberty Merger") among TCI/Liberty Holding
Company (whose name was immediately changed to
"Tele-Communications, Inc."), Tele-Communications,
Inc. ("Old TCI"), and Liberty Media Corporation
("Liberty"), was consummated. As a result of the
TCI/Liberty Merger, each share of Class A Common
Stock and Class B Common Stock of Old TCI
beneficially owned by the Reporting Person was
converted into one share of the corresponding class
of Common Stock of the Company, each share of Class A
Common Stock and Class B Common Stock of Liberty
beneficially owned by the Reporting Person was
converted into .975 of a share of the corresponding
class of Common Stock of the Company, and each share
of Class E, 6% Cumulative Redeemable Exchangeable
Junior Preferred Stock of Liberty beneficially owned
by the Reporting Person was converted into one share
of Class B Preferred Stock.
Page 4 of 8 pages
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Item 2(e) CUSIP NUMBERS: Class A Stock: 87924V101
Class B Stock: 87924V200
Class B Preferred Stock: 87924V309
Item 3 IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B) OR
13D-2(B), CHECK WHETHER THE PERSON FILING IS A:
(a) ( ) Broker or Dealer registered under Section 15 of the Act.
(b) ( ) Bank as defined in Section 3(a)(6) of the Act.
(c) ( ) Insurance Company as defined in Section 3(a)(19) of the Act.
(d) ( ) Investment Company registered under Section 8 of the
Investment Company Act.
(e) ( ) Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940.
(f) ( ) Employee Benefit Plan, Pension Fund which is subject to
provisions of Employee Retirement Income Security Act of 1974
or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F).
(g) ( ) Parent Holding Company in accordance with Rule 13d-1(b)(ii)(G).
(h) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
Page 5 of 8 pages
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Item 4 OWNERSHIP:
(a) Amount Beneficially Owned(1):
Class A Stock: 4,626,938(2)
Class B Stock: 37,132,076
Class B Preferred Stock: 125,000
(b) Percent of Class:(3)
Class A Stock: Less than 1%
Class B Stock: 43.3%
Class B Preferred Stock: 7.7%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
4,626,938 Class A Stock
37,132,076 Class B Stock
125,000 Class B Preferred Stock
(ii) shared power to vote:
0 Shares
(iii) sole power to dispose or direct the disposition of:
4,626,938 Class A Stock
37,132,076 Class B Stock
125,000 Class B Preferred Stock
(iv) shared power to dispose or direct the disposition of:
0 Shares
__________________________________
(1) The Reporting Person, as executor of the Estate of Betsy
Magness, is the beneficial owner of all shares of Class A
Stock and Class B Stock held of record by the Estate of
Betsy Magness. The number of shares in the table includes
2,105,332 shares of Class A Stock and 6,346,212 shares
of Class B Stock of which the Reporting Person is
beneficial owner as executor.
(2) Assumes the exercise in full of stock options granted in
tandem with stock appreciation rights in November of 1992
to acquire 1,000,000 shares of Class A Common Stock of
Old TCI. These options were assumed by the Company in
connection with the TCI/Liberty Merger and represent
options to acquire an equal number of shares of Class A
Stock. Options to acquire 400,000 shares of Class A Stock
are currently exercisable.
(3) The Company has informed the Reporting Person that as of
December 31, 1994 there were outstanding 490,948,513 shares
of Class A Stock, 85,749,717 shares of Class B Stock and
1,620,026 shares of Class B Preferred Stock (after
elimination of Company Securities held by subsidiaries of
the Company). Does not include shares of Class A Stock
issuable upon conversion of shares of Class B Stock. Percent
of Class A Stock assumes exercise in full of stock options
granted in tandem with stock appreciation rights to acquire
1,000,000 shares of Class A Stock.
Page 6 of 8 pages
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Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Not applicable.
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARIES WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY.
Not applicable.
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP.
Not applicable.
Item 9 NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
Item 10 CERTIFICATION.
By signing below, I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purposes or
effect.
Page 7 of 8 pages
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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.
February 14, 1995
/s/ Bob Magness
- ------------------------------
Bob Magness
Page 8 of 8 pages
