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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.
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(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.
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(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 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOHN C. MALONE
###-##-####
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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 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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5 SOLE VOTING POWER
Series A TCI Group Common Stock*: 1,171,395
Series A Liberty Group Common Stock*: 292,819
Series B TCI Group Common Stock**: 25,287,083
NUMBER OF Series B Liberty Group Common Stock**: 6,349,270
Class B Preferred Stock**: 306,000
SHARES
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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*: 1,171,395
Series A Liberty Group Common Stock*: 292,819
PERSON Series B TCI Group Common Stock**: 25,287,083
Series B Liberty Group Common Stock**: 6,349,270
WITH Class B Preferred Stock**: 306,000
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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*: 1,171,395
Series A Liberty Group Common Stock*: 292,819
Series B TCI Group Common Stock**: 25,287,083
Series B Liberty Group Common Stock**: 6,349,270
Class B Preferred Stock**: 306,000
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10 CHECK BOX 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: 29.9%
Series B Liberty Group Common Stock: 30.0%
Class B Preferred Stock: 18.9%
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12 TYPE OF REPORTING PERSON
IN
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* Does not include shares of Series A TCI Group Common Stock or Series A
Liberty Group Common Stock issuable upon conversion of shares of Series B TCI
Group Common Stock or Series B Liberty Group Common Stock. See Item 4.
** 3,120,000 shares of Series B TCI Group Common Stock, 780,000 shares of
Series B Liberty Group Common Stock and 40,000 shares of Class B Preferred
Stock are subject to certain restrictions upon voting and disposition. See
Item 4.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(AMENDMENT NO. 1)
STATEMENT OF
JOHN C. MALONE
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 John C. Malone:
(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
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ITEM 4 OWNERSHIP:
Item 4 of the original Statement on Schedule 13G is hereby amended and
supplemented by adding the following information thereto(1)(2)(3):
(a) Amount Beneficially Owned:
Series A TCI Group Common Stock: 1,171,395
Series A Liberty Group Common Stock: 292,819
Series B TCI Group Common Stock: 25,287,083
Series B Liberty Group Common Stock: 6,349,270
Class B Preferred Stock: 306,000
(b) Percent of Class
________________
(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 expires 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 3,120,000 shares of Series B TCI Group
Stock, 780,000 shares of Series B Liberty Group Common Stock and 40,000 shares
of Preferred Stock owned by the Reporting Person. The restrictions expired 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) 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.
(3) Includes 1,173,000 shares of Series B TCI Group Common Stock, 293,250
shares of Series B Liberty Group Common Stock and 6,900 shares of Preferred
Stock held by the Reporting Person's wife, Mrs. Leslie Malone, but the
Reporting Person has disclaimed any beneficial ownership of such shares.
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Series A TCI Group Common Stock: less than 1%
Series A Liberty Group Common Stock: less than 1%
Series B TCI Group Common Stock: 29.9%
Series B Liberty Group Common Stock: 30.0%
Class B Preferred Stock: 18.9%
(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: 1,171,395
Series A Liberty Group Common Stock: 292,819
Series B TCI Group Common Stock: 25,287,083
Series B Liberty Group Common Stock: 6,349,270
Class B Preferred Stock: 306,000
(ii) shared power to vote:
0 Shares
(iii) sole power to dispose or direct the disposition of:
Series A TCI Group Common Stock: 1,171,395
Series A Liberty Group Common Stock: 292,819
Series B TCI Group Common Stock: 25,287,083
Series B Liberty Group Common Stock: 6,349,270
Class B Preferred Stock: 306,000
(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/ John C. Malone
John C. Malone
