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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(AMENDMENT NO. 1)
Under the Securities Exchange Act of 1934*
TELE-COMMUNICATIONS, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
(1) Tele-Communications, Inc. Series A TCI Group Common Stock, par value
$1.00 per share.
(2) Tele-Communications, Inc. Series A Liberty Media Group Common Stock,
par value $1.00 per share.
(3) Tele-Communications, Inc. Series B TCI Group Common Stock, par value
$1.00 per share.
(4) Tele-Communications, Inc. Series B Liberty Media Group Common Stock,
par value $1.00 per share.
(5) Class B 6% Cumulative Redeemable Exchangeable Junior Preferred Stock,
par value $.01 per share.
- --------------------------------------------------------------------------------
(Title of Classes of Securities)
(1) Series A TCI Group Common Stock: 87924V101
(2) Series A Liberty Group Common Stock: 87924V507
(3) Series B TCI Group Common Stock: 87924V200
(4) Series B Liberty Group Common Stock: 87924V606
(5) Class B Preferred Stock: 87924V309
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(CUSIP Numbers)
Check the following box if a fee is being paid with this statement [ ]. (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).
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CUSIP No. Series A TCI Group Common Stock: 87924V101
Series A Liberty Group Common Stock: 87924V507
Series B TCI Group Common Stock: 87924V200
Series B Liberty Group Common Stock: 87924V606
Class B Preferred Stock: 87924V309
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(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
BOB MAGNESS
###-##-####
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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
- --------------------------------------------------------------------------------
(4) Citizenship or Place of Organization
U.S.A.
- --------------------------------------------------------------------------------
(5) Sole Voting Power*
Series A TCI Group Common Stock: 4,626,938
Series A Liberty Group Common Stock: 1,156,734
Series B TCI Group Common Stock: 37,132,076
Number of Series B Liberty Group Common Stock: 9,283,019
Class B Preferred Stock: 125,000
Shares
-----------------------------------------------------------
Beneficially (6) Shared Voting Power
0 Shares
Owned by
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Each (7) Sole Dispositive Power*
Reporting Series A TCI Group Common Stock: 4,626,938
Series A Liberty Group Common Stock: 1,156,734
Person Series B TCI Group Common Stock: 37,132,076
Series B Liberty Group Common Stock: 9,283,019
with Class B Preferred Stock: 125,000
-----------------------------------------------------------
(8) Shared Dispositive Power
0 Shares
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person*
Series A TCI Group Common Stock: 4,626,938
Series A Liberty Group Common Stock: 1,156,734
Series B TCI Group Common Stock: 37,132,076
Series B Liberty Group Common Stock: 9,283,019
Class B Preferred Stock: 125,000
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(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
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(11) Percent of Class Represented by Amount in Row 9*
Series A TCI Group Common Stock: less than 1%
Series A Liberty Group Common Stock: less than 1%
Series B TCI Group Common Stock: 43.8%
Series B Liberty Group Common Stock: 43.8%
Class B Preferred Stock: 7.7%
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(12) Type of Reporting Person
IN
- ----------------------
* Does not include shares of Series A TCI Group Common Stock and Series A
Liberty Group Common Stock issuable upon conversion of shares of the
corresponding series of Series B TCI Group or Series B Liberty Group Common
Stock. See Item 4.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(AMENDMENT NO. 1)
STATEMENT OF
BOB MAGNESS
PURSUANT TO SECTION 13(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
IN RESPECT OF
TELE-COMMUNICATIONS, INC.
This Amendment No. 1 to the Report relates to the following shares of
stock of Tele-Communications, Inc., a Delaware corporation (the "Company"),
beneficially owned by Bob Magness:
(1) Tele-Communications, Inc. Series A TCI Group Common Stock, par
value $1.00 per share (the "Series A TCI Group Common Stock");
(2) Tele-Communications, Inc. Series A Liberty Group Common Stock,
par value $1.00 per share (the "Series A Liberty Group Common Stock");
(3) Tele-Communications, Inc. Series B TCI Group Common Stock, par
value $1.00 per share (the "Series B TCI Group Common Stock");
(4) Tele-Communications, Inc. Series B Liberty Group Common Stock,
par value $1.00 per share (the "Series B Liberty Group Common Stock"); and
(5) Class B 6% Cumulative Redeemable Exchangeable Junior Preferred
Stock, par value $.01 per share (the "Preferred Stock").
ITEM 2(D) TITLE OF CLASS OF SECURITIES:
Item 2(d) of the original Statement on Schedule 13G is hereby amended
and supplemented by adding the following information thereto:
On August 3, 1995, the Company's Restated Certificate of Incorporation
was amended to, among other things, (i) redesignate the Company's Class A
Common Stock, par value $1.00 per share , as the Series A TCI Group Common
Stock and the Company's Class B Common Stock, par value $1.00 per share, as the
Series B TCI Group Common Stock (the Series B TCI Group Common Stock together
with the Series A TCI Group Common Stock, shall be referred to
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as the "TCI Group Common Stock"), and (ii) authorize two additional series of
the Company's common stock, designated as the Series A Liberty Group Common
Stock and the Series B Liberty Group Common Stock (the Series B Liberty Group
Common Stock together with the Series A Liberty Group Common Stock, shall be
referred to as the "Liberty Group Common Stock"). Thereafter, the Company
distributed to holders of TCI Group Common Stock one-fourth of a share of the
corresponding series of Liberty Group Common Stock in respect of each share of
TCI Group Common Stock held of record as of August 4, 1995, the record date for
the distribution.
Both series of TCI Group Common Stock are identical in all respects,
except (i) each share of Series B TCI Group Common Stock has ten votes and each
share of Series A TCI Group Common Stock has one vote and (ii) each share of
Series B TCI Group Common Stock is convertible, at the option of the holder,
into one share of Series A TCI Group Common Stock. Similarly, both series of
Liberty Group Common Stock are identical in all respects, except (i) each share
of Series B Liberty Group Common Stock has ten votes and each share of Series A
Liberty Group Common Stock has one vote and (ii) each share of Series B Liberty
Group Common Stock is convertible, at the option of the holder, into one share
of Series A Liberty Group Common Stock. The shares of Series A TCI Group
Common Stock and Series A Liberty Group Common Stock are not convertible into
shares of Series B TCI Group Common Stock and Series B Liberty Group Common
Stock, respectively.
ITEM 2(E) CUSIP NUMBERS:
Item 2(e) of the original Statement on Schedule 13G is hereby amended
and supplemented by adding the following information thereto:
(1) Series A TCI Group Common Stock: 87924V101
(2) Series A Liberty Group Common Stock: 87924V507
(3) Series B TCI Group Common Stock: 87924V200
(4) Series B Liberty Group Common Stock: 87924V606
(5) Preferred Stock: 87924V309
ITEM 4 OWNERSHIP:
Item 4 of the original Statement on Schedule 13G is hereby amended and
supplemented by adding the following information thereto:
(a) Amount Beneficially Owned(1):
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(1) The Reporting Person, as executor of the Estate of Betsy Magness, is the
beneficial owner of all shares of the above-listed securities held of record
by the Estate of Betsy Magness. The number of shares in the table includes
2,105,332 shares of Series A TCI Group Common Stock, 6,346,212 shares of Series
B TCI Group Common Stock, 526,333 shares of Series A Liberty Group Common Stock
and, 1,586,553 shares of Series B Liberty Group Common Stock of which the
Reporting Person is beneficial owner as executor.
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Series A TCI Group Common Stock(2): 4,626,938
Series A Liberty Group Common Stock(2): 1,156,734
Series B TCI Group Common Stock: 37,132,076
Series B Liberty Group Common Stock: 9,283,019
Class B Preferred Stock: 125,000
(b) Percent of Class(3):
Series A TCI Group Common Stock: less than 1%
Series A Liberty Group Common Stock: less than 1%
Series B TCI Group Common Stock: 43.8%
Series B Liberty Group Common Stock: 43.8%
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:
Series A TCI Group Common Stock: 4,626,938
Series A Liberty Group Common Stock: 1,156,734
Series B TCI Group Common Stock: 37,132,076
Series B Liberty Group Common Stock: 9,283,019
Class B Preferred Stock: 125,000
(ii) shared power to vote:
0 Shares
(iii) sole power to dispose or direct the disposition of:
Series A TCI Group Common Stock: 4,626,938
- --------------------------
(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 Series A
TCI Group Common Stock and 250,000 shares of Series A Liberty Group Common
Stock. Options to acquire 600,000 shares of Series A TCI Group Common Stock
and 150,000 shares of Series A Liberty Group Common Stock are currently
exercisable.
(3) The Company has informed the Reporting Person that as of December 31, 1995
there were outstanding 571,686,645 shares of Series A TCI Group Common Stock,
84,691,554 shares of Series B TCI Group Common Stock, 142,896,264 shares of
Series A Liberty Group Common Stock, 21,196,868 shares of Series B Liberty
Group Common 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 Series A TCI Group Common Stock or Series A Liberty Group
Common Stock issuable upon conversion of shares of the respective Series B TCI
or Liberty Group Common Stock. The percent of Series A TCI Group Common Stock
or Series A Liberty Group Common Stock assumes exercise in full of stock
options granted in tandem with stock appreciation rights to acquire 1,000,000
shares of Series A TCI Group Common Stock and 250,000 shares of Series A Liberty
Group Common Stock.
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Series A Liberty Group Common Stock: 1,156,734
Series B TCI Group Common Stock: 37,132,076
Series B Liberty Group Common Stock: 9,283,019
Class B Preferred Stock: 125,000
(iv) shared power to dispose or direct the disposition of:
0 Shares
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, 1996
/s/ Bob Magness
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Bob Magness
