UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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 B TCI Group, Common Stock,
par value $1.00 per share.
(3) Tele-Communications, Inc. Series A Liberty Media 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.
______________________________________________________________
(Title of Class of Securities)
(1) Series A TCI Group Common Stock: 87924V101
(2) Series A Liberty Media Group Common Stock: 87924V507
(3) Series B TCI Group Common Stock: 87924V200
(4) Series B Liberty Media Group Common Stock: 87924V606
(5) Class B Preferred Stock: 87924V309
______________________________________________________________
(CUSIP Number)
William S. Huff, Esq.
Holme Roberts & Owen LLP
1700 Lincoln, Suite 4100
Denver, Colorado 80203
(303) 861-7000
______________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 16, 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 / /.
Check the following box if a fee is being paid with the
statement //.
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donne F. Fisher
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / / (b) /X /
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
426,366 shares of Series A TCI Group Common Stock
249,072 shares of Series B TCI Group Common Stock
194,421 shares of Series A Liberty Group Common Stock
62,268 shares of Series B Liberty Group Common Stock
4,299 shares of Class B Preferred
NUMBER OF
SHARES 8 SHARED VOTING POWER*
BENEFICIALLY
OWNED 1,000,000 shares of Series A TCI Group Common Stock
BY 0 shares of Series B TCI Group Common Stock
EACH 4,763,834 shares of Series A Liberty Group Common
Stock
REPORTING 7,636,464 shares of Series B Liberty Group Common
Stock
Person 125,000 shares of Class B Preferred
9 SOLE DISPOSITIVE POWER
426,366 shares of Series A TCI Group Common Stock
249,072 shares of Series B TCI Group Common Stock
194,421 shares of Series A Liberty Group Common Stock
62,268 shares of Series B Liberty Group Common Stock
4,299 shares of Class B Preferred
10 SHARED DISPOSITIVE POWER*
1,000,000 shares of Series A TCI Group Common Stock
0 shares of Series B TCI Group Common Stock
4,763,834 shares of Series A Liberty Group Common Stock
7,636,464 shares of Series B Liberty Group Common Stock
125,000 shares of Class B Preferred
* See Item 5(b).
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,426,366 shares of Series A TCI Group Common Stock
249,072 shares of Series B TCI Group Common Stock
4,958,255 shares of Series A Liberty Group Common Stock
7,698,732 shares of Series B Liberty Group Common Stock
129,299 shares of Class B Preferred
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.2% of the Series A TCI Group Common Stock,
.3% of the Series B TCI Group Common Stock,
2.2% of the Series A Liberty Group Common Stock,
36.3% of the Series B Liberty Group Common Stock
8.0% of the Class B Preferred Stock
14 TYPE OF REPORTING PERSON
IN
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Daniel L. Ritchie
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / / (b) /X /
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
- -0-
NUMBER OF
SHARES 8 SHARED VOTING POWER*
BENEFICIALLY
OWNED 1,000,000 shares of Series A TCI Group Common
Stock
BY 0 shares of Series B TCI Group Common
Stock
EACH 4,763,834 shares of Series A Liberty Group Common
Stock
REPORTING 7,636,464 shares of Series B Liberty Group Common
Stock
PERSON 125,000 shares of Class B Preferred
9 SOLE DISPOSITIVE POWER
- -0-
10 SHARED DISPOSITIVE POWER*
1,000,000 shares of Series A TCI Group Common Stock
0 shares of Series B TCI Group Common Stock
4,763,834 shares of Series A Liberty Group Common Stock
7,636,464 shares of Series B Liberty Group Common Stock
125,000 shares of Class B Preferred
See Item 5(b).
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 shares of Series A TCI Group Common Stock
0 shares of Series B TCI Group Common Stock
4,763,834 shares of Series A Liberty Group Common Stock
7,636,464 shares of Series B Liberty Group Common Stock
125,000 shares of Class B Preferred
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.2% of the Series A TCI Group Common Stock,
0% of the Series B TCI Group Common Stock,
2.1% of the Series A Liberty Group Common Stock,
36% of the Series B Liberty Group Common Stock
7.7% of the Class B Preferred Stock
14 TYPE OF REPORTING PERSON
IN
<PAGE>
ITEM 1. SECURITY AND ISSUER.
The class of equity to which this Schedule 13D relates
is as follows:
(1) Tele-Communications, Inc. Series A TCI Group, Common
Stock, par value $1.00 per share ("TCI Series A");
(2) Tele-Communications, Inc. Series B TCI Group Common
Stock, par value $1.00 per share ("TCI Series B");
(3) Tele-Communications, Inc. Series A Liberty Media Group,
Common Stock, par value $1.00 per share (Liberty Series A");
(4) Tele-Communications, Inc. Series B Liberty Media Group,
Common Stock, par value $1.00 per share ("Liberty Series B");
and
(5) Class B 6% Cumulative Redeemable Exchangeable Junior
Preferred Stock, par value $.01 per share (the "Class B
Preferred").
The issuer of the TCI Series A, TCI Series B, Liberty Series A,
Liberty Series B (collectively the "Common Stock") and Class B
Preferred (together with the Common Stock, the "Company
Securities") is Tele-Communications, Inc. whose principal
executive offices are located at Terrace Tower II, 5619 DTC
Parkway, Englewood, Colorado 80111.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Amendment No.1 amends and restates the Schedule 13D
filed on December 6, 1996. This Amendment is filed on behalf
of Donne F. Fisher and Daniel L. Ritchie who are making a joint
filing pursuant to Rule 13d-1(f) with respect to the Company
Securities described in this Schedule although the filing persons
do not expressly affirm the existence of any group. The filing
persons are executors of the estate of Bob Magness (the "Estate")
which directly owns the Company Securities identified in this
filing as subject to shared voting and dispositive powers by the
filing person.
(b) The business address of Donne F. Fisher is Terrace Tower II,
5619 DTC Parkway, Englewood, Colorado 80111. The business
address of Daniel L. Ritchie is c/o of the University of Denver,
2199 South University Boulevard, Denver, Colorado 80208-2111.
(c) Donne F. Fisher is a consultant of Tele-Communications, Inc.
with a principal business address as set forth in subsection (a)
above. Daniel L. Ritchie is Chancellor of the University of
Denver with a principal business address as set forth in
subsection (a) above.
(d) and (e) None of the above named persons have, during the
last five years (i) been convicted in a criminal proceeding or
(ii) been a party to a civil proceeding and as a result of which
was or is subject to a judgement, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws, or a judgment,
decree or final order finding any violations with respect to such
laws.
(f) All of the above named persons are citizens of the United
States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION
The filing persons are executors of the Estate. On June 16, 1997
the executors entered into a transaction whereby 30,545,864
shares of TCI Series B were exchanged with the Company for
30,545,864 shares of TCI Series A. Subsequently, the executors
disposed of 32,068,588 shares of TCI Series A to primarily pay
the expenses of administration, debt and tax liabilities of the
Estate. The remaining shares of TCI Series A held by the Estate
(other than 1,000,000 shares subject to the 1995 option grant)
were paid out to the appropriate designated beneficiaries as
required under certain option agreements and certain employee
benefit plans. Additionally this Amendment reflects changes in
ownership of shares of Liberty Series A held by the Estate and
Mr. Fisher as a result of stock dividend of one share of Liberty
Series A for every two shares of Liberty Series A and every two
shares of Liberty Series B held by each of the shareholders in
December 1996, and changes in the ownership of shares of Liberty
Series B of the Estate as a result of a distribution to the heirs
of the Estate.
Except as otherwise set forth in the preceding sentence, none of
the filing persons has any present plan or proposal that relates
to or would result in
(a) the acquisition by any person of additional securities of the
Company, or the disposition of additional securities of the
Company; except that although there is no present plan to dispose
of additional Company Securities, the executors intend to sell or
otherwise dispose of Company Securities (i) as may be required to
pay the expenses of administration and other liabilities of the
Estate, and (ii) as may be required of the executors in
fulfillment of their fiduciary duties to the Estate;
(b) an extraordinary corporate transaction, involving the Company
or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries;
(d) any change in the present board of directors of the Company
or management of the Company;
(e) any material change in the present capitalization or dividend
policy of the Company;
(f) any material change in the Company's business or corporate
structure;
(g) any change in the Company's certificate of incorporation or
bylaws, or other action which may impede the acquisition of
control of the Company by any person;
(h) causing a class of securities of the Company to be delisted
from a national securities exchange;
(i) a class of equity securities of the company becoming eligible
for termination of registration pursuant to Section 12(g)(4) of
the Act; or
(j) any action similar to any of the foregoing.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number and percentage of the Company Securities
beneficially owned by the filing persons as of March 1, 1997, are
as follows.
Donne F. Fisher
Aggregate
Beneficial Percent
Ownership of Class(1)
1,426,366 TCI Series A(2) .2%
249,072 TCI Series B .3%
4,958,255 Liberty Series A(3) 2.2%
7,698,732 Liberty Series B 36.3%
129,299 Class B Preferred 8.0%
(1) Based on 598,055,198 shares of TCI Series A (excluding shares
held by subsidiaries of the Company), 84,647,065 shares of TCI
Series B, 228,721,426 shares of Liberty Series A, 21,187,969
shares of Liberty Series B and 1,620,026 shares of Class B
Preferred (excluding shares held by subsidiaries of the Company)
outstanding as of March 1, 1997 as provided to the filing persons
by the Company.
(2) Includes the right of the Estate to acquire 1,000,000 shares
pursuant to stock options granted in December 1995 and the right
of Donne F. Fisher to acquire 80,000 shares pursuant to stock
options granted in November of 1994 and 10,000 shares pursuant to
stock options granted in January 1996.
(3) Includes the right of the Estate to acquire 375,000 shares
pursuant to stock options granted in December 1995 and the right
of Donne F. Fisher to acquire 30,000 shares pursuant to stock
options granted in November of 1994 and 3,750 shares pursuant to
stock options granted in January 1996.
Daniel L. Ritchie
Aggregate
Beneficial Percent
Ownership of Class(1)
1,000,000 (TCI Series A)(4) .2%
0 (TCI Series B) 0%
4,763,834 (Liberty Series A)(5) 2.1%
7,636,464 (Liberty Series B) 36.3%
125,000 Class B Preferred 7.7%
(4) Includes the right of the Estate to acquire 1,000,000 shares
pursuant to stock options granted in December 1995.
(5) Includes the right to of the Estate acquire 375,000 shares
pursuant to stock options granted in December 1995.
(b) The following indicates for each filing person the number of
shares of Company Securities as to which there is sole and/or
shared power (with the co-executor) to vote or dispose of the
shares:
Donne F. Fisher
Sole Power Shared Power(5)
426,367 TCI Series A 1,000,000 TCI Series A
249,072 TCI Series B 0 TCI Series B
194,421 Liberty Series A 4,763,834 Liberty Series A
62,268 Liberty Series B 7,636,464 Liberty Series B
4,299 Class B Preferred 125,000 Class B Preferred
(5) Donne F. Fisher disclaims beneficial ownership of the shares
held by the Estate.
Daniel L. Ritchie
Sole Power Shared Power(6)
0 TCI Series A 1,000,000 TCI Series A
0 TCI Series B 0 TCI Series B
0 Liberty Series A 4,763,834 Liberty Series A
0 Liberty Series B 7,636,464 Liberty Series B
0 Class B Preferred 125,000 Class B Preferred
(6) Daniel L. Ritchie disclaims beneficial ownership of the
shares held by the Estate.
(c) During the last 60 days, none of the filing persons have
effected any transactions in the Company Securities except as
disclosed under Item 4 of this Amendment.
(d) Not applicable.
(e) The filing persons ceased to be beneficial owners of TCI
Series B on June 16, 1997.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
No filing person is a party to any contract, arrangement or
understanding with respect to the Company Securities.
Pursuant to a letter agreement dated June 17, 1988, Mr. Magness
had agreed with Dr. John Malone that prior to making a
disposition of a significant portion of his respective holdings
of TCI Series B Stock or Liberty Series B Stock, he would first
offer Dr. Malone the opportunity to purchase the shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
SIGNATURES
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.
Pursuant to Rule 13d-1(f)this Schedule 13D is filed jointly on
behalf of each of the signatories.
Dated: July 9, 1997
/s/ Donne F. Fisher
___________________________________________
Donne F. Fisher
/s/ Daniel L. Ritchie
___________________________________________
Daniel L. Ritchie
