UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
TELE-COMMUNICATIONS, INC.
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(Name of Issuer)
Series B TCI Group Common Stock,
par value $1.00 per share
Series B Liberty Media Group Common Stock,
par value $1.00 per share
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(Title of Class of Securities)
87924V200 (Series B TCI Group Common Stock)
87924V606 (Series B Liberty Media Group Common Stock)
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(CUSIP Number)
Myles P. Berkman
Chairman, Chief Executive Officer and President
The Associated Group, Inc.
200 Gateway Towers
Pittsburgh, Pennsylvania 15222
(412) 281-1907
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
With a copy to:
Scott G. Bruce, Esq.
General Counsel
The Associated Group, Inc.
Three Bala Plaza East
Suite 502
Bala Cynwyd, Pennsylvania 19004
and to:
Kent A. Coit, Esq.
Skadden, Arps, Slate, Meagher & Flom
One Beacon Street
Boston, Massachusetts 01890
August 4, 1995
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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 ||.
Check the following box if a fee is being paid with this statement ||.
SCHEDULE 13D
- -----------------------------------
CUSIP No. 87924V200
(Series B TCI Group Common Stock)
- -----------------------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 The Associated Group, Inc.
51-0260858
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) ( )
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (See Item 3)
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ( )
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------------------
SOLE VOTING POWER (See Item 5)
7
-------------------------------------------------------
NUMBER OF SHARED VOTING POWER (See Item 5)
SHARES 8
BENEFICIALLY 7,071,852
OWNED BY -------------------------------------------------------
EACH SOLE DISPOSITIVE POWER (See item 5)
REPORTING 9
PERSON
WITH -------------------------------------------------------
SHARED DISPOSITIVE POWER (See Item 5)
10
7,071,852
- -----------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 (See Item 5)
7,071,852
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
(See Item 5) ( )
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
8.35%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
- -----------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
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CUSIP No. 87924V606
(Series B Liberty Media Group
Common Stock)
- -----------------------------------
- -----------------------------------------------------------------------------
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 The Associated Group, Inc.
51-0260858
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) ( )
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (See Item 3)
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ( )
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------------------
SOLE VOTING POWER (See Item 5)
7
-------------------------------------------------------
NUMBER OF SHARED VOTING POWER (See Item 5)
SHARES 8
BENEFICIALLY 1,767,963
OWNED BY -------------------------------------------------------
EACH SOLE DISPOSITIVE POWER (See item 5)
REPORTING 9
PERSON
WITH -------------------------------------------------------
SHARED DISPOSITIVE POWER (See Item 5)
10
1,767,963
- -----------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 (See Item 5)
1,767,963
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
(See Item 5) ( )
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
8.34%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
- -----------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
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CUSIP No. 87924V200
(Series B TCI Group Common Stock)
- -----------------------------------
- -----------------------------------------------------------------------------
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Associated Investments, Inc.
25-1752998
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) ( )
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (See Item 3)
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ( )
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------------------
SOLE VOTING POWER (See Item 5)
7
-------------------------------------------------------
NUMBER OF SHARED VOTING POWER (See Item 5)
SHARES 8
BENEFICIALLY 7,071,852
OWNED BY -------------------------------------------------------
EACH SOLE DISPOSITIVE POWER (See item 5)
REPORTING 9
PERSON
WITH -------------------------------------------------------
SHARED DISPOSITIVE POWER (See Item 5)
10
7,071,852
- -----------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 (See Item 5)
7,071,852
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
(See Item 5) ( )
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
8.35%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -----------------------------------------------------------------------------
SCHEDULE 13D
- -----------------------------------
CUSIP No. 87924V606
(Series B Liberty Media Group
Common Stock)
- -----------------------------------
- -----------------------------------------------------------------------------
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Associated Investments, Inc.
25-1752998
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) ( )
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (See Item 3)
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ( )
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER (See Item 5)
7
--------------------------------------------------------
NUMBER OF SHARED VOTING POWER (See Item 5)
SHARES 8
BENEFICIALLY 1,767,963
OWNED BY --------------------------------------------------------
EACH SOLE DISPOSITIVE POWER (See item 5)
REPORTING 9
PERSON
WITH --------------------------------------------------------
SHARED DISPOSITIVE POWER (See Item 5)
10
1,767,963
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 (See Item 5)
1,767,963
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
(See Item 5) ( )
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
8.34%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 2 to Schedule 13D (this "Amendment No. 2")
is being filed by The Associated Group, Inc., a Delaware corporation which,
until immediately prior to the Spin-Off referred to below, was known as
Associated Communications of Delaware, Inc. (the "Company"), and Associated
Investments, Inc., a Delaware corporation and a wholly owned subsidiary of
the Company ("AII" and, together with the Company, the "Reporting
Persons"). Pursuant to Section 232.101 of Regulation S-T, which provides
that an amendment to a paper format Schedule 13D filed by a registrant that
has become subject to mandated electronic filing shall be in electronic
format and the first such amendment shall restate the entire text of the
Schedule 13D, this Amendment No. 2 amends, supplements and restates, as of
the date set forth on the signature page below, a Statement on Schedule 13D
dated March 16, 1987 (the "Statement"), as amended by Amendment No. 1
thereto dated March 20, 1991 ("Amendment No. 1"), originally filed by the
Company and Associated Communications Corporation, a Delaware corporation
("ACC"), with respect to the Class B Common Stock, par value $1.00 per
share (the "Class B Common Stock"), of Tele-Communications, Inc., a
Delaware corporation ("TCI"). In December, 1994, the Company was spun off
from ACC (the "Spin-Off"). At the time of the Spin-Off, the Company's
assets consisted of all of ACC's assets (including shares of Class B Common
Stock) other than its domestic cellular communications operations, which
were acquired by SBC Communications Inc., formerly known as Southwestern
Bell Corporation ("SBC"), through the merger immediately after the Spin-Off
of a wholly owned subsidiary of SBC with and into ACC. As a result of the
Spin-Off, ACC is no longer a reporting person with respect to this
Statement on Schedule 13D.
Item 1. Security and Issuer.
This Amendment No. 2 relates to (a) the Series B TCI Group
Common Stock, par value $1.00 per share, of TCI and (b) the Series B
Liberty Media Group Common Stock, par value $1.00 per share, of TCI.
According to TCI's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996, the principal executive offices of TCI are located at 5619
DTC Parkway, Englewood, Colorado 80111.
Item 2. Identity and Background.
The Reporting Persons. This Amendment No. 2 is being filed by
the Company and AII. Each of the Reporting Persons was incorporated in
Delaware. The address of the principal businesses and offices of the
Company is 200 Gateway Towers, Pittsburgh, Pennsylvania 15222. The address
of the principal businesses and offices of AII is 300 Delaware Avenue,
Suite 564, Wilmington, Delaware 19801.
During the last five years, neither of the Reporting Persons
has been convicted in a criminal proceeding (excluding traffic violations
or simple misdemeanors) or been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of which that
Reporting Person was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Directors and Executive Officers of the Reporting Persons. The
name, business address, present principal occupation or employment and
citizenship of each director and executive officer of the Company and AII
are set forth in Schedules I and II hereto, respectively.
To the best knowledge of each Reporting Person, during the last
five years, none of its directors or executive officers has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in his or her being
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The TCI Recapitalization. On August 3, 1995, TCI's Restated
Certificate of Incorporation was amended (the "TCI Charter Amendment") to,
among other things, (i) redesignate TCI's Class A Common Stock, par value
$1.00 per share, as Series A TCI Group Common Stock, par value $1.00 per
share (the "Series A TCI Group Common Stock"), and the Class B Common Stock
(as to which the Statement and Amendment No. 1 were filed by the Company
and ACC) as Series B TCI Group Common Stock, par value $1.00 per share
("Series B TCI Group Common Stock" and, together with Series A TCI Group
Common Stock, "TCI Group Common Stock"), and (ii) authorize two additional
series of TCI's common stock, designated as Series A Liberty Media Group
Common Stock, par value $1.00 per share (the "Series A Liberty Group Common
Stock") and Series B Liberty Media Group Common Stock ("Series B Liberty
Group Common Stock", together with Series A Liberty Group Common Stock,
"Liberty Group Common Stock" and, together with TCI Group Common Stock,
"TCI Stock"). As a result of the TCI Charter Amendment, AII owned of record
and the Reporting Persons each owned beneficially shares of Series B TCI
Group Common Stock rather than Class B Common Stock. Thereafter, TCI
distributed to holders of TCI Group Common Stock (the "Liberty Targeted
Stock Distribution" and, together with the TCI Charter Amendment, the "TCI
Recapitalization") 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. As a result of the Liberty
Targeted Stock Distribution, AII owned of record and the Reporting Persons
each owned beneficially shares of Series B Liberty Group Common Stock.
Ownership by the Reporting Persons of Series B TCI Group Common
Stock and Series B Liberty Group Common Stock. The Company originally
acquired 346,666 shares of Class B Common Stock as a capital contribution
from ACC in August 1981. Thereafter, as a result of a number of stock
dividends through September 1989, the Company acquired, without payment of
any consideration, additional shares of Class B Common Stock. In March
1991, the Company tendered 332,784 shares of Class B Common Stock in
connection with the Company's exercise of shares of Liberty Media
Corporation. On August 4, 1994, a business combination among TCI/Liberty
Holding Company (whose name was immediately changed to
"Tele-Communications, Inc."), Tele-Communications, Inc. and Liberty Media
Corporation ("Liberty") was consummated as a result of which, through the
conversion of shares of the constituent companies, the Company owned of
record and beneficially 7,071,852 shares of Class B Common Stock. As
described above, in connection with the Spin-Off in December, 1994, the
Company transferred all of its shares of capital stock of TCI (including
shares of Class B Common Stock) to AII as a capital contribution.
Immediately prior to the TCI Recapitalization, AII owned of record and the
Reporting Persons each owned beneficially 7,071,852 shares of Class B
Common Stock. Immediately following the TCI Recapitalization, AII owned
of record and the Reporting Persons each owned beneficially 7,071,852
shares of Series B TCI Group Common Stock and 1,767,963 shares of Series B
Liberty Group Common Stock.
Item 4. Purpose of Transaction.
Reference is made to the discussion in Item 3 hereof for a
description of (a) the transfer by the Company, in connection with the
Spin-Off, of its shares of Class B Common Stock to AII and (b) the TCI
Recapitalization whereby (i) AII's shares of Class B Common Stock were
redesignated as shares of Series B TCI Group Common Stock and (ii) AII
received, as a distribution on its shares of Series B TCI Group Common
Stock, shares of Series B Liberty Group Common Stock.
In general, the Company views the shares of TCI Stock and other
marketable equity securities owned of record by AII as a source of capital
to finance the development and operations of its communications
technologies and other businesses and to make acquisitions of operating
companies. Accordingly, the Company's current policy is to borrow against
the TCI Stock, and to dispose of a portion of its marketable equity
securities (including the TCI Stock) from time to time to the extent net
operating loss carryforwards are available to offset tax liabilities
resulting from such dispositions and otherwise as deemed appropriate by the
Company, to fund such development and operations and to make such
acquisitions. Only shares of Series A TCI Group Common Stock (and not
Series B TCI Group Common Stock or Series B Liberty Media Group Common
Stock which are the subject of this Amendment No. 2) are currently
pledged to secure such borrowings. AII may dispose of shares of the Series
B TCI Group Common Stock or the Series B Liberty Group Common Stock held of
record by AII in the open market, in privately negotiated transactions or
otherwise. See the discussion under Item 6.
Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on May 24, 1996, each of the
Reporting Persons beneficially owned 7,071,852 shares of Series B TCI Group
Common Stock and 1,767,963 shares of Series B Liberty Group Common Stock,
constituting approximately 8.35% and 8.34% of the shares of Series B TCI
Group Common Stock and Series B Liberty Group Common Stock, respectively,
issued and outstanding as of April 30, 1996, as reported in TCI's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1996. Except as set
forth in this Item 5(a), neither of the Reporting Persons nor, to the best
knowledge of each Reporting Person, any of its directors or executive
officers, beneficially owns any shares of Series B TCI Group Common Stock
or Series B Liberty Group Common Stock.
(b) The Reporting Persons share the power to vote and direct
the vote and to dispose or direct the disposition of the 7,071,852 shares
of Series B TCI Group Common Stock and 1,767,963 shares of Series B Liberty
Group Common Stock beneficially owned by them. However, by virtue of its
ownership of all of the outstanding capital stock of AII, AGI has the power
to cause AII to vote, and to dispose or direct the disposition of, such
shares of Series B TCI Group Common Stock and Series B Liberty Group Common
Stock at the times and in the manner determined by AGI.
(c) Neither of the Reporting Persons, nor, to the best
knowledge of each Reporting Person, any of its directors or executive
officers, has effected any transaction in shares of either the Series B TCI
Group Common Stock or the Series B Liberty Group Common Stock during the
past 60 days.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Rela-
tionships With Respect to Securities of the Issuer.
Pursuant to a $100,000,000 demand discretionary line of credit
with PNC Bank, National Association, and brokerage margin loan facilities
with each of Goldman Sachs & Co. ("Goldman") and Donaldson, Lufkin &
Jenrette Securities Corporation ("DLJ"), AII has pledged a portion of its
shares of Series A TCI Group Common Stock to secure borrowings thereunder.
Borrowings under the line of credit and the brokerage margin loan
facilities are limited to 50% of the market value of the Series A TCI Group
Common Stock pledged as security, with an additional collateral requirement
under the Goldman facility if borrowings thereunder exceed $100,000,000, up
to a maximum of $200,000,000. The line of credit expires on November 16,
1996, and the Company presently anticipates that it will be renewed. The
number of shares of Series A TCI Group Common Stock which are pledged
pursuant to the above-described line of credit and brokerage margin loan
facilities varies from time to time based on the level of borrowings
thereunder and the market value of the shares.
As discussed under Item 4 above, the Company utilizes its
marketable equity securities as a source of funds for operations and
development of its various businesses. In this regard, in order to provide
two of the Company's wholly owned subsidiaries, Associated RT, Inc. ("ART")
and Microwave Services, Inc. ("MSI"), with an assured source of capital for
their respective development programs, the Company has committed to
contribute to each of them as capital during 1996 and 1997 specified
minimum annual amounts, and AII has agreed to obtain through borrowings or
other sources of funds, and to distribute to the Company, the cash amounts
necessary for the Company to meet the Company's capital contribution
commitments to ART and MSI, as well as certain additional specified minimum
quarterly cash amounts during 1996 and 1997 to fund the Company's
anticipated operating cash requirements during those years.
Except as described in this Amendment No. 2, neither of the
Reporting Persons nor, to the best knowledge of each Reporting Person,
any of its directors or executive officers has any contracts, arrangements,
understandings or relationships with respect to any securities of TCI.
Item 7. Material to be Filed as Exhibits.
None.
Schedule I
DIRECTORS AND EXECUTIVE OFFICERS OF
THE ASSOCIATED GROUP, INC.
The names, business addresses and present principal occupations
or employments of the directors and executive officers of the Company are
set forth below. If no business address is given, the director's or
officer's address is The Associated Group, Inc., 200 Gateway Towers,
Pittsburgh, Pennsylvania 15222. Unless otherwise indicated, each
occupation set forth opposite an individual's name refers to the Company.
All of the persons listed below are citizens of the United States.
DIRECTORS
(INCLUDING EXECUTIVE OFFICERS WHO ARE DIRECTORS)
Present Principal
Name Occupation or Employment
David J. Berkman Executive Vice President
Myles P. Berkman Chairman, President, Chief Ex-
ecutive Officer and Treasurer
Donald H. Jones Chairman, Industry.Net
Joseph A. Katarincic Partner, Katarincic & Salmon
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Richard I. Goldstein Vice President
Scott G. Bruce General Counsel and Secretary
Keith C. Hartman Controller and Assistant
Secretary
Schedule II
DIRECTORS AND EXECUTIVE OFFICERS OF
ASSOCIATED INVESTMENTS, INC.
The names, business addresses and present principal occupations
or employments of the directors and executive officers of AII are set forth
below. If no business address is given, the director's or officer's address
is Associated Investments, Inc., 300 Delaware Avenue, Suite 564,
Wilmington, Delaware 19801. Unless otherwise indicated, each occupation set
forth opposite an individual's name refers to AII. All of the persons
listed below are citizens of the United States.
DIRECTORS
(INCLUDING EXECUTIVE OFFICERS WHO ARE DIRECTORS)
Present Principal
Name Occupation or Employment
David J. Berkman Executive Vice President
Myles P. Berkman Chairman, President, Chief Ex-
ecutive Officer and Treasurer
Donald H. Jones Chairman, Industry.Net
Joseph A. Katarincic Partner, Katarincic & Salmon
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Richard I. Goldstein Vice President
Scott G. Bruce General Counsel and Secretary
Keith C. Hartman Controller and Assistant
Secretary
SIGNATURE
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.
THE ASSOCIATED GROUP, INC.
By /s/ Myles P. Berkman
Myles P. Berkman
President
ASSOCIATED INVESTMENTS, INC.
By /s/ Myles P. Berkman
Myles P. Berkman
President
DATE: May 24, 1996
