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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
AUGUST 25, 1997
---------------
(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).
_______________
** See discussion in Item 1 relating to prior Schedule 13G filing.
Exhibit Index is on Page __
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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
_______________________________________________________________________________
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Dr. John C. Malone
_______________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
_______________________________________________________________________________
(3) SEC Use Only
_______________________________________________________________________________
(4) Source of Funds
OO
_______________________________________________________________________________
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
_______________________________________________________________________________
(6) Citizenship or Place of Organization
U.S
_______________________________________________________________________________
<TABLE>
<CAPTION>
<S> <C> <C>
(7) Sole Voting Power 2,161,728 Shares of Series A TCI Group1
63,129,271 Shares of Series B TCI Group2,4
1,504,658 Shares of Series A Liberty Group3
8,627,395 Shares of Series B Liberty Group2,5
Number of 289,800 Shares of Class B Preferred2
Shares Bene- _________________________________________________________________________
ficially (8) Shared Voting Power 0 Shares
Owned by _________________________________________________________________________
Each Report- (9) Sole Dispositive Power 2,161,728 Shares of Series A TCI Group1
ing Person 63,129,271 Shares of Series B TCI Group2,4
With 1,504,658 Shares of Series A Liberty Group3
8,627,395 Shares of Series B Liberty Group2,5
289,800 Shares of Class B Preferred2
_______________________________________________________________________
(10) Shared Dispositive Power 0 Shares
</TABLE>
________________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,161,278 Shares of Series A TCI Group1
63,129,271 Shares of Series B TCI Group2,4
1,504,658 Shares of Series A Liberty Group3
8,627,395 Shares of Series B Liberty Group2,5
289,800 Shares of Class B Preferred2
________________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
________________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11)6
Series A TCI Group less than 1%
Series B TCI Group 76.1%
Series A Liberty Group less than 1%
Series B Liberty Group 40.7%
Class B Preferred 17.8%
________________________________________________________________________________
(14) Type of Reporting Person
IN
2
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1 Including the 161,728 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 of which options for 1,000,000 shares are currently
exerciseable, 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)
2 Includes, as applicable, 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)
3 Including the 754,658 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 of which options for 375,000 shares are currently
exerciseable. 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)
4 Includes 30,545,864 shares of Series B TCI Group Stock that Dr. Malone has
the right to acquire at any time prior to June 30, 1999, and 11,500,000 shares
and 2,795,000 shares, respectively, of Series B TCI Group Stock pledged as
security for two loans. (See Item 6)
5 Includes 3,084,358 shares and 500,000 shares, respectively, of Series B
Liberty Group Stock pledged as security for two loans. (See Item 6)
6 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, Series B
Liberty Group Stock, and certain classes/series of Issuer preferred stock on the
election of directors. Accordingly, when these series and class of stock are
aggregated, the Reporting Person may be deemed to beneficially own voting equity
securities of the Issuer representing approximately 37.4% of the voting power of
the Issuer.
3
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 4)
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, as amended to the date hereof (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.
ITEM 4. Purpose of Transaction
----------------------
Item 4 of the Statement is hereby amended and supplemented by adding
the following:
4
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Subject to a number of contingencies, on or about August 12, 1997, the
Issuer commenced an offer to exchange (the "Exchange Offer") its shares of
Series A TCI Ventures Group Common Stock for up to an aggregate of 188,661,300
shares of Series A TCI Group Stock and its shares of Series B TCI Ventures Group
Common Stock for up to an aggregate of 16,266,400 shares of Series B TCI Group
Stock. Dr. Malone has advised the Issuer of his desire to own substantially the
same percentage equity and voting interests in the TCI Ventures Group Common
Stock as he would own in the TCI Group Common Stock after giving effect to the
Exchange Offer. Accordingly, Dr. Malone intends to tender at least 30% of his
Series A TCI Group Stock and at least 30% of his Series B TCI Group Stock in the
Exchange Offer. However, Dr. Malone reserves the right to tender a higher
percentage of his Series A TCI Group Stock and his Series B TCI Group Stock to
the extent he believes it may be necessary to achieve his above-referenced
objective.
5
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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 Amendment No. 4 to the Statement
is true, complete and correct.
August 25, 1997 /s/ Dr. John C. Malone
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Dr. John C. Malone
6
