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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
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.
(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
(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)
January 13, 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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- ----------------------------------------------------------------------
(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.
- ----------------------------------------------------------------------
(7) Sole Voting Power 2,172,711 Shares of Series A TCI Group*
25,332,083 Shares of Series B TCI Group**
3,934,834 Shares of Series A Liberty
Group***
6,360,520 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 2,172,711 Shares of Series A TCI
ing Person Group*
With 25,332,083 Shares of Series B TCI
Group**
3,934,834 Shares of Series A
Liberty Group***
6,360,520 Shares of Series B
Liberty Group**
306,000 Shares of Class B Preferred**
------------------------------------------------------------------
(10) Shared Dispositive Power 0 Shares
- ------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,172,711 Shares of Series A TCI Group*
25,332,083 Shares of Series B TCI Group**
3,934,834 Shares of Series A Liberty Group***
6,360,520 Shares of Series B Liberty Group**
306,000 Shares of Class B Preferred**
- ------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares [ ]
- ------------------------------------------------------------------------------
(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%
- ------------------------------------------------------------------------------
(14) Type of Reporting Person
IN
2
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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)
** 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)
*** Including the 3,038,209 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)
**** 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 17.3% of
the voting power of the Issuer.
3
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. __)
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
-----------------------
This Statement on Schedule 13D relates 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. Dr. Malone originally
acquired such shares in connection with registered offerings
of the Issuer, as reported by Dr. Malone in a Schedule 13G
filed February 14, 1995, and an Amendment No. 1 thereto
filed February 14, 1996.
Pursuant to Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), this
Schedule also relates to the shares of Series A TCI Group
Stock issuable upon conversion of shares of Series B TCI
Group Stock and the shares of Series A Liberty Group Stock
issuable upon conversion of shares of Series B Liberty Group
Stock. At the option of the holder, each share of Series B
TCI Group Stock is convertible into one share of Series A
TCI Group Stock and each share of Series B Liberty Group
Stock is convertible into one share of Series A Liberty
Group Stock. The shares of Series A TCI Group Stock and Series
A Liberty Group Stock are not convertible into shares of either
Series B TCI Group Stock or Series B Liberty Group Stock. The
holders of Series A TCI Group Stock, Series A Liberty Group
Stock, Series B TCI Group Stock, and Series B Liberty Group
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Stock generally vote together as a single class with
respect to all matters voted on by the stockholders
of the Issuer. The holders of the Series B TCI Group Stock
and the Series B Liberty Group Stock are entitled to 10
votes per share and the holders of the Series A TCI Group
Stock and the Series A Liberty Group Stock are entitled to
one vote per share. The holders of the Class B Preferred
Stock are not entitled to any voting rights, except as
required by Delaware Law, and except that each share of
Class B Preferred Stock is entitled to cast one vote for
the election of directors, voting as a class with the
holders of each Series of the Issuer's Common Stock.
ITEM 2. Identity and Background
-----------------------
The reporting person is Dr. John C. Malone whose
business address is Terrace Tower II, 5619 DTC Parkway,
Englewood, Colorado 80111. Dr. Malone is Chairman of the
Board, President and Chief Executive Officer and a Director
of the Issuer. The principal business address of the Issuer
is Terrace Tower II, 5619 DTC Parkway, Englewood, Colorado
80111. The Issuer, through its subsidiaries and affiliates,
is principally engaged in the construction, acquisition,
ownership, and operation of cable television systems and the
provision of satellite-delivered video entertainment,
information and home shopping programming services to
various video distribution media, principally cable
television systems.
During the last five years, Dr. Malone has not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), and has not been a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and, as a result of such
proceeding, is or was subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Dr. Malone is a citizen of the United States of America.
ITEM 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
On December 13, 1996, the Board of Directors of
the Issuer declared a stock dividend (the "Dividend") to
holders of its Series A Liberty Group Stock and its Series B
Liberty Group Stock of shares of its Series A Liberty Group
Stock. The Dividend was paid on January 13, 1997 to holders
of record at the close of business on December 27, 1996 (the
"Record Date"). Holders of record on the Record Date
received one share of Series A Liberty Group Stock for every
two shares of Series A Liberty Group Stock and one share of
Series A Liberty Group Stock for every two shares of Series
B Liberty Group Stock held by such holders on the Record
Date.
In connection with the Dividend, the Issuer has
made certain adjustments to its outstanding stock options
and stock appreciation rights in accordance with the anti-
dilution provisions of the respective stock option plans.
Based on these adjustments, each stock option to acquire
shares of Series A Liberty Group Stock has been increased
such that the option now entitles the holder thereof to
acquire an additional share of Series A Liberty Group Stock
for every two shares of Series A Liberty Group Stock subject
to the unexercised option on January 14, 1997, and the
exercise price therefor has been appropriately adjusted to
reflect the right to acquire said additional shares. This
same adjustment has been made to the stock appreciation
rights with respect to the Series A Liberty Group Stock
related to such stock options.
Immediately prior to the Dividend, Dr. Malone
owned 543,050 shares of Series A Liberty Group Stock, which
includes 500,000 shares of Series A Liberty Group Stock
issuable upon the exercise of options granted in tandem with
stock appreciation rights (of which 250,000 are currently
exercisable). In addition, Dr. Malone beneficially owned
6,360,520 shares of Series B Liberty Group Stock. Such
amount includes 293,250 shares of Series B Liberty Group
Stock held by Dr. Malone's spouse. Dr. Malone disclaims
beneficial ownership in such shares owned by his spouse.
5
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As a result of the Dividend, Dr. Malone received
3,305,159 additional shares of Series A Liberty Group Stock,
assuming exercise in full of stock options granted in tandem
with stock appreciation rights to acquire shares of Series A
Liberty Group Stock. Dr. Malone's spouse received 146,625
shares of Series A Liberty Group Stock as a result of the
Dividend. Dr. Malone disclaims any beneficial ownership in
such stock received by his spouse. Sixty thousand of the
shares due to Dr. Malone as a result of the Dividend were
delivered to a charity as a result of a prior gift. See
Item 5(c) below. Dr. Malone did not pay any consideration
in connection with the Series A Liberty Group Stock received
in the Dividend. The Dividend does not affect the number of
shares of Series A TCI Group Stock, Series B TCI Group
Stock, Series B Liberty Group Stock or Class B Preferred
Stock of the Issuer beneficially held by Dr. Malone.
The issuance of shares of Series A Liberty Group
Stock pursuant to the Dividend was exempt from the
registration requirements of the Securities Act of 1933, as
amended. As a result of his receipt of shares pursuant to
the Dividend, Dr. Malone believes that his ownership of
shares of the Issuer, which has previously been reported on
Schedule 13G, is now required to be reported on Schedule
13D.
ITEM 4. Purpose of Transaction
----------------------
Dr. Malone currently holds his shares for
investment purposes; however, as a result of the voting
power associated with his shares of the Issuer and his
position as Chairman of the Board, President and Chief
Executive Officer of the Issuer, Dr. Malone may be deemed to
control or share control of the Issuer.
As stated above, Dr. Malone is Chairman of the
Board of Directors, President and Chief Executive Officer of
the Issuer and, accordingly, actions taken by Dr. Malone in
his capacity as a director and officer of the Issuer will be
reported by the Issuer in periodic and other reports filed
by the Issuer under the Exchange Act. This Report is being
filed with respect to Dr. Malone's individual ownership of
equity securities of the Issuer and does not relate to
actions taken by Dr. Malone in his official capacity.
Pursuant to a letter agreement, dated June 17,
1988, executed by Bob Magness and Kearns-Tribune Corporation
("Kearns"), which has been previously described in the
Issuer's Proxy Statement, Dr. Malone would be offered the
opportunity to acquire shares from Kearns or the Estate of
Bob Magness (which succeeded to Mr. Magness' shares upon his
death in 1996) (the "Estate") upon certain dispositions by
either such person. In the event an offer is made to Dr.
Malone under the letter agreement, Dr. Malone's decision of
whether or not to acquire such shares would be based upon a
number of factors, including but not limited to, the price
and other terms relating to such offer, the proposed
purchaser of such shares, the market prices for the shares
being offered and other factors. In addition, depending
upon market and other factors then in existence, Dr. Malone
may attempt to exchange shares of Series A TCI Group Stock
or Series A Liberty Group Stock for shares of Series B TCI
Group Stock or Series B Liberty Group Stock proposed to be
sold by such person. In the event that an offer is made by
the Estate or Kearns, there can be no assurance that Dr.
Malone will exercise his rights to acquire some or all of
the offered shares (whether by purchase or exchange).
Dr. Malone may determine to change his investment
intent with respect to the Issuer at any time in the future.
In reaching any conclusion as to his future course of
action, Dr. Malone will take into consideration various
factors, such as his financial position, the Issuer's
business and prospects, the availability of shares from
other control persons of the Issuer, other developments
concerning the Issuer, other business opportunities
available to Dr. Malone, and general economic and stock
market conditions, including, but not limited to, the market
price of the respective Series of the Issuer's Common Stock
or the Class B Preferred Stock. Dr. Malone reserves the
right, depending on other relevant factors, to acquire
additional shares of any Series of the Issuer's Common Stock
or the Class B Preferred Stock in
6
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open market or privately negotiated transactions, to
dispose of all or a portion of his holdings of shares of
any Series of the Issuer's Common Stock or the Class B
Preferred Stock, or to change his intentions with respect
to any or all of the matters referred to in this Item.
Other than as described herein, Dr. Malone does
not otherwise have any present plans or proposals which
relate to or would result in: (i) any acquisition by any
person of additional securities of the Issuer, or any
disposition of securities of the Issuer; (ii) any
extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any
of its subsidiaries; (iii) any sale or transfer of a
material amount of assets of the Issuer or any of its
subsidiaries; (iv) any change in the present board of
directors or management of the Issuer, including any plans
or proposals to change the number or term of directors or to
fill any existing vacancies on the board; (v) any material
change in the present capitalization or dividend policy of
the Issuer; (vi) any other material change in the Issuer's
business or corporate structure; (vii) any change in the
Issuer's charter, by-laws, or other instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person; (viii)
any delisting from a national securities exchange or any
loss of authorization for quotation in an inter-dealer
quotation system of a registered national securities
association of a class of securities of the Issuer; (ix) any
termination of registration pursuant to Section 12(g)(4) of
the Exchange Act of a class of equity securities of the
Issuer; or (x) any action similar to any of those enumerated
above.
ITEM 5. Interest in Securities of the Issuer
------------------------------------
(a) As described in Item 3 above, Dr. Malone
beneficially owns 3,934,834 shares of the Series A Liberty
Group Stock as a result of the Dividend. Of the 3,934,834
shares beneficially owned, 3,038,209 shares are owned of
record, 146,625 shares are owned by Dr. Malone's spouse (in
which he disclaims any beneficial ownership), and an
additional 750,000 shares may be acquired upon the exercise
of stock options granted in tandem with stock appreciation
rights. Dr. Malone's shares owned of record include interests
in shares held by the trustee of the Issuer's Employee Stock
Purchase Plan.
The Issuer has informed Dr. Malone that based on
the number of shares of Series A Liberty Group Stock and the
number of shares of Series B Liberty Group Stock outstanding
as of December 31, 1996, and assuming such shares remained
outstanding immediately prior to the Dividend, the Issuer
has outstanding as a result of the Dividend 227,844,437
shares of Series A Liberty Group Stock. Such amount does
not include shares of Series A Liberty Group Stock issuable
upon conversion of shares of the Series B Liberty Group
Stock. Based on such amount, the 3,934,834 shares of Series
A Liberty Group Stock beneficially owned by Dr. Malone
represents 1.7% of the outstanding shares of Series A
Liberty Group Stock. The percent of Series A Liberty Group
Stock assumes exercise in full of stock options granted in
tandem with stock appreciation rights to acquire shares of
Series A Liberty Group Stock, as adjusted for the Dividend.
In addition, 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) 25,332,083 shares of Series B TCI Group Stock,
which represents 29.9% of the outstanding shares of Series B
TCI Group Stock; (c) 6,360,520 shares of Series B Liberty
Group Stock, which represents 30% of the outstanding shares
of Series B Liberty Group Stock; and (d) 306,000 shares of
Class B Preferred Stock, which represents 18.9% of the
outstanding shares of Class B Preferred Stock. Dr. Malone's
beneficial ownership in these shares are not affected by the
Dividend. The foregoing percentage interests are based on
the outstanding share numbers provided by the Issuer as
follows: 579,475,235 shares of Series A TCI Group Stock;
84,644,112 shares of Series B TCI Group Stock; 21,189,369
shares of Series B Liberty Group Stock; and 1,620,026 shares
of Class B Preferred Stock.
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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, Dr. Malone may be
deemed to beneficially own voting equity securities of the
Issuer representing approximately 17.3% of the voting power
of the Issuer.
(b) 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 the Class B Preferred Stock that they own, and
have the sole power to dispose of, or to direct the
disposition of, all such shares.
(c) On December 31, 1996, Dr. Malone transferred to
the Hopkins School as a gift his right to receive 60,000
shares of Series A Liberty Group Stock payable out of the
Dividend. Except for the Series A Liberty Group Stock
received in the Dividend and the gift transfer, neither Dr.
Malone nor, to his knowledge, his spouse has executed
transactions in any Series of the Issuer's Common Stock or
the Class B Preferred Stock during the past sixty (60) days.
(d) 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 the Class B Preferred Stock owned
by Dr. Malone or, to his knowledge, by his spouse.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or
----------------------------------------------
Relationships with Respect to Securities of the
-----------------------------------------------
Issuer
------
The information set forth in Item 4 above is
incorporated by reference into this Item 6.
ITEM 7. Material to be Filed as Exhibits
--------------------------------
None
8
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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.
February 3, 1997
/s/ Dr. John C. Malone
__________________________
Dr. John C. Malone
9
