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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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.
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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)
Dr. John C. Malone
c/o Tele-Communications, Inc.
Terrace Tower II, 5619 DTC Parkway, Englewood, CO 80111, (303-267-5500)
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JUNE 16, 1997
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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: ( ).**
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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
disclosures provided in a prior cover page.
The information required on 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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** See discussion in Item 1 relating to prior Schedule 13G filing.
Exhibit Index is on Page 8
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Cusip No. - Series A TCI Group Common Stock 87924V101
Cusip No. - Series A Liberty Group Common Stock 87924V507
Cusip No. - Series B TCI Group Common Stock 87924V200
Cusip No. - Series B Liberty Group Common Stock 87924V606
Cusip No. - Class B Preferred Stock 87924V309
<TABLE>
<S> <C>
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(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons
Dr. 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) Source of Funds
OO
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ( )
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(6) Citizenship or Place of Organization
U.S.
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(7) Sole Voting Power 2,173,556 Shares of Series A TCI Group*
55,832,947 Shares of Series B TCI Group**
3,929,408 Shares of Series A Liberty Group***
6,349,270 Shares of Series B Liberty Group**
Number of 306,000 Shares of Class B Preferred**
Shares Bene- -------------------------------------------------------------------------------------
ficially (8) Shared Voting Power 0 Shares
Owned by -------------------------------------------------------------------------------------
Each Report- (9) Sole Dispositive Power 2,173,556 Shares of Series A TCI Group*
ing Person 55,832,947 Shares of Series B TCI Group**
With 3,929,408 Shares of Series A Liberty Group***
6,349,270 Shares of Series B Liberty Group**
306,000 Shares of Class B Preferred**
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(10) Shared Dispositive Power 0 Shares
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,173,556 Shares of Series A TCI Group*
55,832,947 Shares of Series B TCI Group**
3,929,408 Shares of Series A Liberty Group***
6,349,270 Shares of Series B Liberty Group**
306,000 Shares of Class B Preferred**
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares ( )
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(13) Percent of Class Represented by Amount in Row (11)****
Series A TCI Group <1%
Series B TCI Group 66.0%
Series A Liberty Group 1.7%
Series B Liberty Group 30.0%
Class B Preferred 18.9%
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</TABLE>
2
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(14) Type of Reporting Person
IN
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* Including the 173,556 shares of Series A TCI Group Stock beneficially owned
by Dr. Malone, together with the additional 2,000,000 shares Dr. Malone would
acquire upon the exercise of stock options granted in tandem with stock
appreciation rights, but does not include shares of Series A TCI Group Stock
issuable upon conversion of shares of Series B TCI Group Stock owned by Dr.
Malone or his spouse. (See Items 3 and 5 of the Statement)
** With respect to each noted Series, includes 1,173,000 shares of Series B
TCI Group Stock, 293,250 shares of Series B Liberty Group Stock, and 6,900
shares of Class B Preferred Stock beneficially owned by Dr. Malone's spouse, to
which Dr. Malone disclaims any beneficial ownership thereof. (See Item 5 of
the Statement) With respect to the Series B TCI Group Stock, includes
30,545,864 shares thereof that Dr. Malone has the right to acquire at any time
prior to June 30, 1999. (See Item 6) With respect to the Class B Preferred
Stock beneficially owned by Dr. Malone, includes 193,400 shares thereof pledged
as security for a loan. (See Item 6 of the Statement)
*** Including the 3,032,783 shares of Series A Liberty Group Stock
beneficially owned by Dr. Malone, together with the additional 750,000 shares
Dr. Malone would acquire upon the exercise of stock options granted in tandem
with stock appreciation rights, plus 146,625 shares beneficially owned by Dr.
Malone's spouse, to which Dr. Malone disclaims any beneficial ownership
thereof. These shares do not include shares of Series A Liberty Group Stock
issuable upon conversion of shares of Series B Liberty Group Stock owned by Dr.
Malone or his spouse. (See Items 3 and 5 of the Statement)
**** Each share of Series B TCI Group Stock and Series B Liberty Group Stock is
entitled to 10 votes per share and each share of Series A TCI Group Stock and
Series A Liberty Group Stock is entitled to one vote per share. In addition,
holders of Class B Preferred Stock vote with the holders of the Series A TCI
Group Stock, Series B TCI Group Stock, Series A Liberty Group Stock and Series
B Liberty Group Stock on the election of directors. Accordingly, when these
series or classes of stock are aggregated, the Reporting Person may be deemed
to beneficially own voting equity securities of the Issuer representing
approximately 33.3% of the voting power of the Issuer.
3
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Statement of
DR. JOHN C. MALONE
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
TELE-COMMUNICATIONS, INC.
(Commission File No. 0-20421)
ITEM 1. Security and the Issuer
Dr. John C. Malone hereby amends and supplements his Statement
on Schedule 13D (the "Statement") with respect to the following shares of stock
of Tele-Communications, Inc., a Delaware corporation (the "Issuer"),
beneficially owned by Dr. John C. Malone:
(1) Tele-Communications, Inc. Series A TCI Group Common Stock, par
value $1.00 per share (the "Series A TCI Group Stock");
(2) Tele-Communications, Inc. Series A Liberty Media Group Common
Stock, par value $1.00 per share (the "Series A Liberty Group Stock");
(3) Tele-Communications, Inc. Series B TCI Group Common Stock, par
value $1.00 per share (the "Series B TCI Group Stock");
(4) Tele-Communications, Inc. Series B Liberty Media Group Common
Stock, par value $1.00 per share (the "Series B Liberty Group Stock"); and
(5) Class B 6% Cumulative Redeemable Exchangeable Junior Preferred
Stock, par value $.01 per share (the "Class B Preferred Stock").
The Issuer's executive offices are located at 5619 DTC Parkway, Englewood,
Colorado 80111. Unless otherwise indicated, capitalized terms used but not
defined herein shall have the meanings assigned to such terms in the Statement.
Dr. Malone is filing this Amendment No. 2 to the Statement to
report his right to acquire from the Issuer up to 30,545,864 shares of Series B
TCI Group Stock.
ITEM 3. Source and Amount of Funds or Other Consideration
Item 3 of the Statement is hereby amended and supplemented by
adding the following:
4
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In consideration of Dr. Malone waiving certain rights of first
refusal with respect to shares of Series B TCI Group Stock beneficially owned
by the Estate of Bob Magness, Deceased (the "Estate"), the Issuer has granted
Dr. Malone the right to acquire from time to time prior to June 30, 1999, up to
30,545,864 shares of such Series B TCI Group Stock from the Issuer. See Item 6
below.
ITEM 4. Purpose of Transaction
Item 4 of the Statement is hereby amended and supplemented by
adding the following:
See Item 6 below.
ITEM 5. Interest in Securities of the Issuer
Item 5(a) of the Statement is hereby amended and supplemented
by adding the following information thereto:
Dr. Malone beneficially owns 55,832,947 shares of Series B TCI
Group Stock, which represents 66.0% of the outstanding shares of Series B TCI
Group Stock. The foregoing percentage interest is based on the outstanding
share number provided by the Issuer as of March 31, 1997, of 84,647,065 shares
of Series B TCI Group Stock. When this series of common stock is aggregated
with all other series or classes of stock beneficially owned by Dr. Malone, Dr.
Malone may be deemed to beneficially own voting equity securities of the Issuer
representing approximately 33.3% of the voting power of the Issuer.
All other information in Item 5(a) remains correct, except Dr.
Malone beneficially owns 2,173,556 shares of Series A TCI Group Stock and
3,929,408 shares of Series A Liberty Group Stock, because he received 845
additional shares of Series A TCI Group Stock and 199 additional shares of
Series A Liberty Group Stock, respectively, as a result of purchases by the
trustee, less excess contributions, pursuant to the Issuer's Employee Stock
Purchase Plan.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Item 6 of the Statement is hereby amended and supplemented by
adding the following information thereto:
Pursuant to a certain Letter Agreement, dated June 16, 1997,
between Dr. Malone and the Estate, Dr. Malone agreed to waive certain rights of
first refusal with respect to shares of Series B TCI Group Stock beneficially
owned by the Estate. Such rights of first refusal arise from a letter
agreement, dated June 17, 1988, among Bob Magness, Kearns-Tribune Corporation
and Dr. Malone, and have been previously described in the Issuer's Proxy
Statement. The waiver granted by Dr. Malone is limited to the sale by the
Estate of 30,545,864 shares of Series B TCI Group Stock to the Issuer. The
foregoing description of the waiver is qualified in its entirety by reference
to that certain Letter Agreement, dated June 16, 1997, of Dr. Malone addressed
to the Estate, attached to this Amendment No. 2 to the Statement as Exhibit
7(B) and incorporated herein by this reference.
In consideration for such waiver, the Issuer granted Dr. Malone the
right to acquire from time to time until June 30, 1999, from the Issuer up to
30,545,864 shares of the Series B TCI Group Stock acquired by the Issuer from
the Estate pursuant to an Exchange Agreement between the Estate and the Issuer,
dated as of June 16, 1997. Such acquisition may be made in exchange for
either, or any combination of, shares of Series A TCI Group Stock owned by Dr.
Malone (exchanged on a one for one
5
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basis), or cash in an amount equal to the average closing sale price of the
Series B TCI Group Stock for the five trading days preceding the acquisition.
This description of the foregoing purchase right is qualified in its entirety
by reference to that certain Letter Agreement dated June 16, 1997, between Dr.
Malone and the Issuer, attached to this Amendment No. 2 to the Statement as
Exhibit 7(C) and incorporated herein by this reference.
ITEM 7. Material to be Filed as Exhibits
B. Letter Agreement, dated June 16, 1997, from Dr. John C.
Malone, addressed to the Estate of Bob Magness, Deceased.
C. Letter Agreement, dated June 16, 1997, between Dr. John C.
Malone and Tele-Communications, Inc.
6
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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.
June 24, 1997 /s/ John C. Malone
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Dr. John C. Malone
7
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT EXHIBIT PAGE
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NUMBER
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<S> <C> <C>
7(B) Letter Agreement, dated June 16, 1997, from Dr. John C. Malone, addressed to 9
the Estate of Bob Magness, Deceased.
7(C) Letter Agreement, dated June 16, 1997, between Dr. John C. Malone and Tele- 11
Communications, Inc.
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EXHIBIT 7(B)
JOHN C. MALONE
[Home Address]
June 16, 1997
Donne F. Fisher
Daniel L. Ritchie,
as Personal Representatives
of the Estate of Bob Magness
Deceased
c/o Holme Roberts & Owen LLP
1700 Lincoln Street
Denver, Colorado 80203
Gentlemen:
I understand that the Estate of Bob Magness, Deceased (the
"Estate"), is proposing to enter into (i) a Stock Purchase Agreement, to be
dated the date hereof (the "Merrill Agreement"), with Merrill Lynch, Pierce,
Fenner, & Smith Incorporated ("Merrill") and (ii) a Stock Purchase Agreement,
to be dated the date hereof (the "Lehman Agreement"), with LB I Group Inc.
("Lehman"). Pursuant and subject to the terms of the Merrill Agreement and the
Lehman Agreement, you propose to sell, on behalf and for the benefit of the
Estate, an aggregate of 32,068,589 shares of Tele-Communications, Inc. Series
A TCI Group Common Stock ("Series A TCI Group Stock") to Merrill and Lehman. I
further understand that 30,545,864 of the aggregate number of shares of Series
A TCI Group Stock to be delivered under the Merrill Agreement and the Lehman
Agreement will be obtained pursuant to the terms of an Exchange Agreement, to
be dated the date hereof, between the Estate and Tele-Communications, Inc.
("TCI"). Under the Exchange Agreement, 30,545,864 shares of
Tele-Communications, Inc. Series B TCI Group Common Stock ("Series B TCI Group
Stock") owned by the Estate will be exchanged with TCI for an equal number of
newly issued shares of Series A TCI Group Stock (the "Exchange").
I hereby waive any and all rights that I have with respect to
the foregoing transactions, including the Exchange, under that certain letter
agreement, dated June 17, 1988, among Bob Magness, Kearns-Tribune Corporation
and me.
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In the event the Exchange Agreement is terminated prior to
consummation of the transactions contemplated thereby, this letter shall become
void and of no force or effect.
Very truly yours,
/s/ John C. Malone
----------------------------------
John C. Malone
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EXHIBIT 7(C)
TELE-COMMUNICATIONS, INC.
5619 DTC Parkway
Englewood, Colorado 80111
June 16, 1997
Dr. John C. Malone
[Home Address]
Dear Dr. Malone:
I refer to that certain Exchange Agreement, dated the date hereof (the
"Exchange Agreement"), between Daniel L. Ritchie, as Personal Representative of
the Estate of Bob Magness, Deceased (the "Estate"), and Tele-Communications,
Inc. ("TCI"). As you are aware, pursuant to the Exchange Agreement TCI will
exchange (the "Exchange") 30,545,864 newly-issued shares of
Tele-Communications, Inc. Series A TCI Group Common Stock, par value $1.00 per
share ("Series A TCI Group Stock"), for an equal number of shares of Tele-
Communications, Inc. Series B TCI Group Common Stock, par value $1.00 per share
("Series B TCI Group Stock"), owned by the Estate. The shares of Series B TCI
Group Stock so acquired from the Estate will be held by TCI as treasury stock.
In consideration of your waiving the rights of first refusal you have
with respect to the Exchange under that certain letter agreement, dated June 17,
1988, among Bob Magness, Kearns-Tribune Corporation and you (the "Letter
Agreement"), this will confirm our agreement that at any time and from time to
time prior to June 30, 1999, you shall have the right to acquire from TCI up to
30,545,864 of the shares of Series B TCI Group Stock acquired from the Estate in
exchange for either (or any combination of) (i) shares of Series A TCI Group
Stock owned or controlled by you, with any such exchange to be made on a
one-for-one basis, or (ii) cash in an amount per share equal to the average of
the closing sales prices of the Series B TCI Group Common Stock on the National
Market tier of The Nasdaq Stock Market during the five Nasdaq
<PAGE> 2
trading days immediately preceding your giving notice to TCI of your intention
to acquire shares of Series B TCI Group Common Stock hereunder.
Very truly yours,
TELE-COMMUNICATIONS, INC.
By: /s/ Stephen M. Brett
----------------------------
Title:
Accepted and Agreed:
/s/ John C. Malone
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John C. Malone
