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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 10 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
JOHN C. MALONE
042 - 34 - 3514
________________________________________________________________________________
(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 1,169,983 Shares of Class A Stock*
Shares Bene- 25,697,083 Shares of Class B Stock**
ficially 306,000 Shares of Class B Preferred Stock**
Owned by _______________________________________________________________
Each Report- (6) Shared Voting Power
ing Person 0 Shares
With _______________________________________________________________
(7) Sole Dispositive Power 1,169,983 Shares of Class A Stock*
25,697,083 Shares of Class B Stock**
306,000 Shares of Class B Preferred Stock**
_______________________________________________________________
(8) Shared Dispositive Power
0 Shares
________________________________________________________________________________
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,169,983 Shares of Class A Stoc*
25,697,083 Shares of Class B Stock
306,000 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)
.24% of the Class A Stock*
29.97% of the Class B Stock
18.89% of the Class B Preferred Stock
________________________________________________________________________________
__________________________________
* Does not include shares of Class A Stock issuable upon conversion of shares
of Class B Stock. See Item 4.
** 6,240,000 shares of Class B Stock and 80,000 shares of Class B Preferred
Stock are subject to certain restrictions upon voting and disposition.
See Item 4.
Page 2 of 10 pages
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(12) Type of Reporting Person
IN
Page 3 of 10 pages
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Statement Of
JOHN C. MALONE
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 John C. Malone.
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:
John C. Malone (the "Reporting Person")
Item 2(b) ADDRESS OF PRINCIPAL OFFICE:
Terrace Tower II
5619 DTC Parkway
Englewood, Colorado 80111
Page 4 of 10 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.
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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).
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Item 4 OWNERSHIP(1):
(a) Amount Beneficially Owned:
Class A Stock: 1,169,983(2)
Class B Stock: 25,697,083(3)(4)
Class B Preferred Stock: 306,000(3)(4)
__________________________________
(1) Prior to the TCI/Liberty Merger, the Reporting Person had
acquired 16,000,000 shares of Liberty Class B Common Stock
and 200,000 shares of Liberty Class E Preferred Stock (after
adjustment to reflect certain stock splits and other
recapitalization transactions which occurred prior to the
TCI/Liberty Merger) upon exercise of certain options
granted to him in connection with his employment agreement
with Liberty (the "Liberty Restricted Shares"). The Liberty
Restricted Shares were subject to repurchase by Liberty, at
the price paid therefor by the Reporting Person, plus
interest, in the event the Reporting Person's employment
with Liberty was terminated for cause (as defined in the
employment agreement) or the Reporting Person voluntarily
terminated his employment with Liberty other than due to a
change in control. The repurchase right would terminate
(i) if the Reporting Person's employment is terminated other
than for cause or if Liberty materially breaches the
employment agreement, (ii) upon the Reporting Person's death
or disability and (iii) upon the occurrence of a change in
control. The repurchase right expired as to 20% of the
original number of the Liberty Restricted Shares annually
(commencing in March 1992). These repurchase rights and
certain restrictions on the voting of the shares of Class B
Stock and Class B Preferred Stock issued to the Reporting
Person in the TCI/Liberty Merger in respect of the Liberty
Restricted Shares (together with all dividends and
distributions thereon and, in the case of any
reclassification, recapitalization or other change in the
Class B Stock, such capital stock and other securities or
property to which the Reporting Person may be entitled as
the holder of such shares, the "Restricted Shares"), were
assigned to the Company in connection with the TCI/Liberty
Merger. The repurchase rights currently apply to 6,240,000
shares of Class B Stock and 80,000 shares of Class B
Preferred Stock owned by the Reporting Person. The
restrictions will expire in March 1995 with respect to
one-half of such Restricted Shares, and all such restrictions
will terminate in March 1996. The Reporting Person may not
transfer, pledge or otherwise dispose of (except to the
Company) any Restricted Shares during the period they are
subject to the Company's repurchase right. The Reporting
Person has agreed to cast, with respect to any matter
submitted to a vote of stockholders, all votes represented
by his Restricted Shares that are then subject to the
Company's repurchase right in the same proportion as all other
votes of the Company's stockholders are cast with respect to
such matter.
(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) Includes 1,173,000 shares of Class B Stock and 6,900
shares of Class B Preferred Stock held by the Reporting
Person's wife, Mrs. Leslie Malone, but the Reporting
Person has disclaimed any beneficial ownership of such shares.
(4) The number of shares of Class B Stock and Class B Preferred
Stock includes 6,240,000 shares of Class B Stock and 80,000
shares of Class B Preferred Stock which are Restricted
Shares. The number of shares of Class B Stock and Class B
Preferred Stock which are not subject to such repurchase
rights and voting requirements represent 15.2% of the total
voting power (including therein the shares of Class B
Preferred Stock, which vote only upon the election of
directors and as required by Delaware law) of the Company
Securities outstanding (excluding such Restricted Shares
from such total voting power).
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(b) Percent of Class:(5)
Class A Stock: Less than 1%
Class B Stock: 29.97%
Class B Preferred Stock: 18.89%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
1,169,983 Class A Stock
25,697,083 Class B Stock(4)
306,000 Class B Preferred Stock(4)
(ii) shared power to vote:
0 Shares
(iii) sole power to dispose or direct the disposition of:
1,169,983 Class A Stock
25,697,083 Class B Stock(4)
306,000 Class B Preferred Stock(4)
(iv) shared power to dispose or direct the disposition of:
0 Shares
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.
__________________________________
(5) 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 8 of 10 pages
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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.
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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/ John C. Malone
- --------------------------------
John C. Malone
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