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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 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)
MAY 28, 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 on 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
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<TABLE>
<S> <C>
(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 2,172,711 Shares of Series A TCI Group*
25,287,083 Shares of Series B TCI Group**
3,929,209 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 ----------------------------------------------------------------------------------------------
Owned by (8) Shared Voting Power 0 Shares
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Each Report- (9) Sole Dispositive Power 2,172,711 Shares of Series A TCI Group*
ing Person 25,287,083 Shares of Series B TCI Group**
With 3,929,209 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
2,172,711 Shares of Series A TCI Group*
25,287,083 Shares of Series B TCI Group**
3,929,209 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 29.9%
Series A Liberty Group 1.7%
Series B Liberty Group 30.0%
Class B Preferred 18.9%
</TABLE>
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(14) Type of Reporting Person
IN
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* Including the 172,711 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 Class B Preferred Stock beneficially owned by Dr.
Malone, includes 193,400 shares thereof pledged as security for a loan. (See
Item 6)
*** Including the 3,032,584 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 17.1% of the voting power of the Issuer.
3
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
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. 1 to the Statement to
report (a) corrections in the number of shares of the Issuer beneficially owned
by Dr. Malone, and (b) the pledge by Dr. Malone of 193,400 shares of Class B
Preferred Stock.
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ITEM 2. Identity and Background
No change to Item 2 of the Statement, except Dr. Malone is
Chairman of the Board, Chief Executive Officer and a Director of the Issuer.
ITEM 4. Purpose of Transaction
No change to Item 4 of the Statement, except Dr. Malone is
Chairman of the Board, Chief Executive Officer and a Director of the Issuer.
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:
Recently, The Bank of New York, as Stock Transfer Agent and
Registrar of the Issuer, has informed Dr. Malone that it erroneously issued to
Dr. Malone in 1994 an additional 45,000 shares of Class B Common Stock of the
Issuer. Pursuant to the business combination described in the Statement, the
Class B Common Stock of the Issuer was converted into Series B TCI Group Stock
and Series B Liberty Group Stock in August 1995. As a result of the original
error, Dr. Malone has received other shares of the Issuer to which he was not
entitled. Upon being notified of the erroneous issuances, Dr. Malone returned
such shares for cancellation. After correcting for such error, Dr. Malone
beneficially owns (a) 2,172,711 shares of Series A TCI Group Stock, which
includes interests in shares held by the trustee of the Issuer's Employee Stock
Purchase Plan and represents less than one percent of the outstanding shares of
Series A TCI Group Stock; (b) 25,287,083 shares of Series B TCI Group Stock,
which represents 29.9% of the outstanding shares of Series B TCI Group Stock;
(c) 6,349,270 shares of Series B Liberty Group Stock, which represents 30% of
the outstanding shares of Series B Liberty Group Stock; and (d) 3,929,209
shares of Series A Liberty Group Stock, which represents 1.7% of the
outstanding shares of Series A Liberty Group Stock. In addition, Dr. Malone
beneficially owns 306,000 shares of Class B Preferred Stock, which represents
18.9% of the outstanding shares of Class B Preferred Stock. The foregoing
percentage interests are based on the outstanding share numbers provided by the
Issuer as of March 31, 1997, as follows: 598,204,963 shares of Series A TCI
Group Stock; 84,647,065 shares of Series B TCI Group Stock; 21,187,969 shares
of Series B Liberty Group Stock; 228,749,797 shares of Series A Liberty Group
Stock; and 1,620,026 shares of Class B Preferred Stock. When these series or
classes of stock are aggregated, Dr. Malone may be deemed to beneficially own
voting equity securities of the Issuer representing approximately 17.1% of the
voting power of the Issuer.
Item 5(b) of the Statement is hereby amended and supplemented
by adding the following information thereto:
Dr. Malone and, to his knowledge, his spouse each have the
sole power to vote or to direct the voting of their respective shares of each
Series of the Issuer's Common Stock and, subject to the contingency described
in Item 6 hereof, the Class B Preferred Stock that they beneficially own, and
have the sole power to dispose of, or to direct the disposition of, all such
shares, except for 193,400 shares Class B Preferred Stock as described in Item
6 below.
Item 5(d) of the Statement is hereby amended and supplemented
by adding the following information thereto:
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There is no person that has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, any
Series of the Issuer's Common Stock or, subject to the contingency described in
Item 6 hereof, the Class B Preferred Stock beneficially owned by Dr. Malone or,
to his knowledge, by his spouse.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
In March 1997, Dr. Malone used an advance, subsequently
reflected as a loan on May 28, 1997, from TCI Technology Ventures, Inc. to
acquire shares of Series A Common Stock of TCI Satellite Entertainment, Inc. as
described in the Statement on Schedule 13D of Dr. Malone for TCI Satellite
Entertainment, Inc. (Commission File No. 0-21317), as amended. Such loan is
secured by 193,400 shares of Class B Preferred Stock as more fully described in
that certain Stock Pledge dated as of March 4, 1997, and executed by Dr. Malone
and TCI Technology Ventures, Inc. on May 28, 1997 and May 27, 1997,
respectively, and attached to this Amendment 1 to the Statement as Exhibit 7(A)
and incorporated herein by this reference.
During the term of the loan, Dr. Malone may not sell or
otherwise dispose of said shares. Dr. Malone, however, maintains all other
rights to the shares, including the right to vote such shares and the receipt
of dividends thereon. In the event of a default on the loan, TCI Technology
Ventures, Inc. will have the right to become the owner of said shares of Class
B Preferred Stock and to exercise all rights with respect thereto, including
the right to vote such shares and to receive dividends thereon. The
description of the pledge of the 193,400 shares of Class B Preferred Stock
contained herein is qualified in its entirety by reference to the text of the
Stock Pledge.
ITEM 7. Material to be Filed as Exhibits
A. Stock Pledge dated as of March 4, 1997, between Dr.
John C. Malone and TCI Technology Ventures, Inc. (executed on May 28, 1997 and
May 27, 1997, respectively).
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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.
May 28, 1997 /s/ Dr. John C. Malone
-----------------------------
Dr. John C. Malone
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT PAGE
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<S> <C> <C>
99.7.a Stock Pledge dated as of March 4, 1997, between Dr. John C. Malone and TCI 9
Technology Ventures, Inc. (executed on May 28, 1997 and May 27, 1997,
respectively).
</TABLE>
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EXHIBIT 99.7.a
STOCK PLEDGE
This Stock Pledge ("Agreement") is made as of March 4, 1997, between
John C. Malone ("Pledgor"), whose mailing address is 5619 DTC Parkway,
Englewood, Colorado, and TCI Technology Ventures, Inc. ("Secured Party"),
whose mailing address is 5619 DTC Parkway, Englewood, Colorado.
1. Collateral. Pledgor, for consideration, hereby grants to
Secured Party a security interest in the following property, delivered to
Secured Party, and any and all additions and substitutions thereto or therefor
from time to time delivered or agreed to be delivered by Pledgor to Secured
Party, and the proceeds of and to any of the foregoing, accompanied by stock
powers duly executed in blank in proper form for transfer (hereinafter the
"Collateral"): 193,400 shares of Class B 6% Cumulative Redeemable Exchangeable
Junior Preferred Stock of Tele-Communications, Inc., a Delaware corporation,
issued in the name of Pledgor (hereinafter the "Pledged Stock").
2. Obligations Secured. This Agreement shall secure the following
obligations ("Obligations"):
2.1 The payment of all principal and interest of loans in the
aggregate amount of $11,601,259.70 ("Loan"), made by Secured Party to Pledgor
pursuant to that certain promissory note ("Note") of even date herewith
executed and delivered by Pledgor to Secured Party, and
2.2 Performance by Pledgor of the terms herein set forth.
3. Warranties and Covenants of Pledgor
3.1 Except for the security interest granted hereby,
Pledgor is the owner of the Collateral, free from any liens and any security
interests and Pledgor will defend the Collateral against all claims and demands
of all persons at any time claiming the same or any interest therein.
3.2 Unless and until Secured Party expressly agrees to
another course of action, Secured Party shall also have a security interest in
all securities and other property, rights or interests of any description at
any time issued as dividends or as the result of any reclassification, split-up
or other corporate reorganization with respect to the Collateral. Pledgor shall
hold in trust for and deliver promptly to Secured Party in the exact form
received, all such securities or other property which comes into the possession,
custody or control of Pledgor.
3.4 Pledgor will pay all taxes and assessments of every
nature which may be levied or assessed against the Collateral.
3.5 Pledgor will pay the principal of the Loan and all
accrued interest thereon in accordance with the terms of the Note.
9
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4. Voting Rights and Dividends. During the term of this Agreement, and
so long as Pledgor is not in default under this Agreement, Pledgor shall have
the right to vote the Pledged Stock on all corporate questions with respect to
which the Pledged Stock has voting rights. If Pledgor defaults in the
performance of his obligation under this Agreement, then Secured Party shall
have the right to demand that all dividends with respect to the Pledged Stock
declared and issued by TCI shall be paid directly to Secured Party and Secured
Party shall have the right to exercise all voting rights with respect to the
Pledged Stock.
5. Secured Party's Rights. Secured Party shall be under no duty to
exercise or to withhold the exercise of any of the rights, powers, privileges
and options expressly or implicitly granted to Secured Party in this Agreement,
and Secured Party shall not be responsible for any failure to exercise such
rights, nor for its delay in so doing. Secured Party shall be deemed to have
exercised reasonable care as custodian of the Collateral if it takes such
action to protect and preserve the Collateral as Pledgor shall request, but the
failure to honor any such request shall not be deemed to be a failure by
Secured Party to exercise reasonable care.
6. Events of Default. Pledgor will be in default under this Agreement
upon any default in the payment or material default in the performance of the
Obligations.
7. Rights Upon Default. Upon default and at any time thereafter,
Secured Party may declare, without notice of default or acceleration, all
Obligations secured hereby immediately due and payable, and Secured Party shall
have all the rights and remedies of a secured party under Article 9 of the
Colorado Uniform Commercial Code ("UCC") or other applicable law and all the
rights provided herein and in the Note, all of which rights and remedies shall,
to the full extent permitted by law, be cumulative. Expenses of retaking,
holding, preparing for a foreclosure sale, selling or the like shall include
Secured Party's reasonable attorney fees and legal expenses, and the same,
together with all advances made by Secured Party on behalf of Pledgor, shall be
part of the Obligations secured hereby.
8. Power of Attorney. Pledgor hereby irrevocably appoints Secured
Party as debtor's attorney-in-fact to execute or endorse, in the event of a
default, any instrument, certificate, proxy, receipt or other document to
effectuate a transfer of the Pledged Stock, to vote the Pledged Stock at any
shareholder meeting or to obtain dividends declared or issued on the Pledged
Stock. This power of attorney shall be deemed coupled with an interest.
9. Restricted Stock. Pledgor acknowledges that the Securities Act of
1933, as amended, and other state and federal laws prohibit or restrict the
customary manner of sale or distribution of the Collateral. Therefore, upon
default, Secured Party may sell such Collateral privately or in any other
manner deemed advisable by Secured Party at such price or prices as Secured
Party determines in its sole discretion. Pledgor recognizes that such
prohibition or restriction may cause the Collateral to have less value than it
otherwise would have and that, consequently, such sale or disposition by
Secured Party
10
<PAGE> 3
may result in a lower sales price than if the sale were otherwise held.
Secured Party shall have no obligation to register the Pledged Stock for sale
and it may be sold subject to restrictions on transfer arising under federal
and state securities laws, rules and regulations.
10. No Waiver. No waiver by Secured Party of any default shall
operate as a waiver of any other default or of the same default on a future
occasion. The taking of the security provided in this Agreement shall not
waive or impair any other security that Secured Party may have or hereafter
acquire for the payment of the Obligations, nor shall the taking of any such
additional security waive or impair this Agreement; but Secured Party may
resort to any security it may have in the order it may deem proper.
11. Other Liens. At its option, but without obligation to Pledgor,
Secured Party may discharge taxes, liens or security interest or other
encumbrances at any time levied or placed on the Collateral. Pledgor agrees to
reimburse Secured Party on demand for payment made or any expense incurred by
Secured Party pursuant to the foregoing authorization.
12. Successors. All rights of Secured Party hereunder shall inure
to the benefit of its legal representatives, successors and assigns; and all
promises and duties of Pledgor shall bind his legal representatives, heirs,
successors and assigns.
13. Release. Except as otherwise provided by the UCC, Pledgor releases
Secured Party from all claims for loss or damage caused by any act or omission
on the part of Secured Party, except gross negligence or willful misconduct.
14. Severance. Should any provision of this Agreement be deemed
unlawful or unenforceable, such provision shall be deemed several and apart
from all other provisions of this Agreement and all remaining provisions of
this Agreement shall be fully enforceable.
15. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Colorado.
DATED as of the 4th day of March, 1997.
PLEDGOR: SECURED PARTY:
TCI TECHNOLOGY VENTURES, INC.
By: /s/ JOHN C. MALONE By: /s/ LARRY ROMRELL
--------------------------- ---------------------------
John C. Malone Larry Romrell
Executed on this 28th day Executed on this 27th day
of May, 1997 of May, 1997
11
