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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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 A TCI Ventures Group Common Stock, par
value $1.00 per share.
(4) Tele-Communications, Inc. Series B TCI Group Common Stock, par value $1.00
per share.
(5) Tele-Communications, Inc. Series B Liberty Media Group Common Stock, par
value $1.00 per share.
(6) Tele-Communications, Inc. Series B TCI Ventures Group Common Stock, par
value $1.00, per share.
(7) 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 A Ventures Group Common Stock: 87924V887
(4) Series B TCI Group Common Stock: 87924V200
(5) Series B Liberty Group Common Stock: 87924V606
(6) Series B Ventures Group Common Stock: 87924V879
(7) 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)
OCTOBER 15, 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).
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** See discussion in Item 1 relating to prior Schedule 13G filing.
Exhibit Index is on Page __
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Cusip No. for Series A TCI Group Common Stock-- 87924V101
Cusip No. for Series A Liberty Group Common Stock -- 87924V507
Cusip No. for Series A Ventures Group Common Stock-- 87924V887
Cusip No. for Series B TCI Group Common Stock-- 87924V200
Cusip No. for Series B Liberty Group Common Stock -- 87924V606
Cusip No. for Series B Ventures Group Common Stock-- 87924V879
Cusip No. for Class B Preferred Stock -- 87924V309
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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 1,512,348 Shares of Series A TCI Group1
53,796,799 Shares of Series B TCI Group2,4
819,502 Shares of Series A Liberty Group2,3
8,627,395 Shares of Series B Liberty Group2,5
649,939 Shares of Series A Ventures Group6
11,877,927 Shares of Series B Ventures Group2,7
Number 273,600 Shares of Class B Preferred2
of
Shares ----------------------------------------------------------------------
Bene- (8) Shared Voting Power 0 Shares
ficially ----------------------------------------------------------------------
Owned (9) Sole Dispositive 1,512,348 Shares of Series A TCI Group1
Each Power 52,112,024 Shares of Series B TCI Group2,4
Report- 819,502 Shares of Series A Liberty Group2,3
ing Person 8,627,395 Shares of Series B Liberty Group2,5
With 649,939 Shares of Series A Ventures Group6
11,017,247 Shares of Series B Ventures Group2,7
273,600 Shares of Class B Preferred2
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(10) Shared Dispositive
Power 0 Shares
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,512,348 Shares of Series A TCI Group1
53,796,799 Shares of Series B TCI Group2,4
819,502 Shares of Series A Liberty Group2,3
8,627,395 Shares of Series B Liberty Group2,5
649,939 Shares of Series A Ventures Group6
11,877,927 Shares of Series B Ventures Group2,7
273,600 Shares of Class B Preferred2
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
2
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(13) Percent of Class Represented by Amount in Row (11)8
Series A TCI Group <1%
Series B TCI Group 80.7%
Series A Liberty Group <1%
Series B Liberty Group 40.7%
Series A Ventures Group <1%
Series B Ventures Group 73.0%
Class B Preferred 16.9%
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(14) Type of Reporting Person
IN
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1 Includes 1,400,000 shares Dr. Malone would acquire upon the exercise of
stock options granted in tandem with stock appreciation rights of which
options for 840,000 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, 776,380 shares of Series B TCI Group Stock, 8,484
shares of Series A Liberty Group Stock, 293,250 shares of Series B Liberty
Group Stock, 396,620 shares of Series B Ventures 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)
3 Includes 750,000 shares Dr. Malone would acquire upon the exercise of stock
options granted in tandem with stock appreciation rights of which options
for 450,000 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. Also includes 1,684,775 shares of Series
B TCI Group Stock on which Dr. Malone has been granted the voting rights;
however, Dr. Malone has no right to dispose of such shares (which are
excluded in (9) above). (See Item 6 of the Statement)
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 Includes 600,000 shares Dr. Malone would acquire upon the exercise of stock
options granted in tandem with stock appreciation rights of which options
for 360,000 shares are currently exerciseable, but does not include shares
of Series A Ventures Group Stock issuable upon conversion of shares of
Series B Ventures Group Stock owned by Dr. Malone or his spouse. (See Items
3 and 5)
7 Includes 860,680 shares of Series B Ventures Group Stock on which Dr.
Malone has been granted voting rights; however, Dr. Malone has no right to
dispose of such shares (which are excluded in (9) above). (See Item 6)
8 Each share of Series B TCI Group Stock, Series B Liberty Group Stock and
Series B Ventures Group Stock is entitled to 10 votes per share and each
share of Series A TCI Group Stock, Series A Liberty Group Stock and Series
A Ventures 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, Series A Ventures Group Stock, Series B
Ventures Group Stock, and certain classes/series of Issuer preferred stock
on the election of directors. Accordingly, when these series and classes of
stock are aggregated, the Reporting Person may be deemed to beneficially
own voting equity securities representing approximately 37.7% of the voting
power with respect to a general election of directors of the Issuer.
3
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 6)
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 A TCI Ventures Group Common Stock, par
value $1.00 per share (the "Series A Ventures Group Stock");
(4) Tele-Communications, Inc. Series B TCI Group Common Stock, par value
$1.00 per share (the "Series B TCI Group Stock");
(5) Tele-Communications, Inc. Series B Liberty Media Group Common Stock,
par value $1.00 per share (the "Series B Liberty Group Stock");
(6) Tele-Communications, Inc. Series B TCI Ventures Group Common Stock, par
value $1.00 per share (the "Series B Ventures Group Stock"); and
(7) 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.
4
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ITEM 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Item 3 of the Statement is hereby amended and supplemented by adding
the following:
On September 15, 1997, The John C. Malone Charitable Remainder Unitrust
(the "Trust") of which Dr. Malone is the trustee distributed 8,484 shares of
Series A Liberty Group Stock to Dr. Malone and 8,484 shares of Series A Liberty
Group Stock to his spouse. Such distribution did not affect the number of shares
deemed beneficially owned by Dr. Malone. Dr. Malone, however, disclaims any
beneficial ownership in the shares of Series A Liberty Group Stock distributed
by the Trust to his spouse.
ITEM 4. Purpose of Transaction
----------------------
Item 4 of the Statement is hereby amended and supplemented by adding
the following:
The distribution by the Trust occurred in accordance with the terms of
the Trust, which requires the Trust to distribute a portion of the Trust
estate's income, in cash or in kind, on a periodic basis.
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 (without giving effect to the conversion
of Series B Liberty Group Stock for Series A Liberty Group Stock) 819,502 shares
of Series A Liberty Group Stock, which includes interests in shares held by the
trustee of the Issuer's Employee Stock Purchase Plan, and options for 750,000
shares of which options for 450,000 shares are currently exerciseable and
represents less than 1% of the outstanding shares of Series A Liberty Group
Stock. In addition, Dr. Malone beneficially owns 273,600 shares of Class B
Preferred Stock, which represents 16.9% 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 July 31, 1997 (adjusted for the
transactions disclosed in Item 3 of the Statement and Dr. Malone's options as if
exercised in full), as follows: 223,833,080 shares of Series A Liberty Group
Stock; and 1,620,026 shares of Class B Preferred Stock. When all series and
class of stock beneficially owned by Dr. Malone are aggregated, Dr. Malone may
be deemed to beneficially own voting equity securities representing
approximately 37.7% of the voting power with respect to a general election of
directors of the Issuer.
All other information in Item 5(a) remains correct.
Item 5(c) is hereby amended and supplemented by adding the following
information thereto:
On October 15, 1997, Dr. Malone sold in the open market: (i) 15,000
shares of Class B Preferred Stock for $88.00 per share; (ii) 1,200 shares of
Class B Preferred Stock for $89.00 per share; and (iii) 500,000 shares of Series
A Liberty Group Stock for $33.00 per share. On October 16, 1997, Dr. Malone sold
in the open market 185,300 shares of Series A Liberty Group Stock for $33.25 per
share.
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. 6 to the Statement
is true, complete and correct.
October 30, 1997 /s/ Dr. John C. Malone
-----------------------------------
Dr. John C. Malone
6
