<PAGE>
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 ("Series A TCI Group Common Stock")
2. Tele-Communications, Inc. Series B TCI Group Common Stock, par value $1.00
per share ("Series B TCI Group Common Stock")
3. Tele-Communications, Inc. Series A Liberty Media Group Common Stock, par
value $1.00 per share ("Series A Liberty Media Group Common Stock")
4. Tele-Communications, Inc. Series B Liberty Media Group Common Stock, par
value $1.00 per share ("Series B Liberty Media Group Common Stock")
5. Class B 6% Cumulative Redeemable Exchangeable Junior Preferred Stock, par
value $.01 per share ("Class B Preferred Stock")
-----------------------------------
(TITLE OF CLASS OF SECURITIES)
<TABLE>
<S> <C>
1. Series A TCI Group Common Stock: 87924V101
2. Series B TCI Group Common Stock: 87924V200
3. Series A Liberty Media Group Common Stock: 87924V507
4. Series B Liberty Media Group Common Stock: 87924V606
5. Class B Preferred Stock: 87924V309
</TABLE>
-----------------------------------
(CUSIP NUMBER)
Raymond L. Sutton, Jr.
Baker & Hostetler LLP
303 East 17th Avenue, Suite 1100
Denver, Colorado 80203
- --------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS)
February 3, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. / /
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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).
Exhibit Index on Page A-1
Page 1 of 7
<PAGE>
CUSIP Nos.
<TABLE>
<S><C>
Series A TCI Group Common Stock: 87924V101
Series B TCI Group Common Stock: 87924V200
Series A Liberty Media Group Common Stock: 87924V507
Series B Liberty Media Group Common Stock: 87924V606
Class B Preferred Stock: 87924V309
- ---------------------------------------------------------------------------------------------------------------------
1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)
Estate of Betsy Magness
- ---------------------------------------------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
- ---------------------------------------------------------------------------------------------------------------------
3) SEC Use Only
- ---------------------------------------------------------------------------------------------------------------------
4) Source of Funds (See Instructions) N/A
- ---------------------------------------------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / /
- ---------------------------------------------------------------------------------------------------------------------
6) Citizenship or Place of Organization Colorado
- ---------------------------------------------------------------------------------------------------------------------
7) Sole Voting Power Series A TCI Group Common Stock 8,451,544(1)
Series B TCI Group Common Stock 6,346,212(2)
Series A Liberty Media Group Common Stock 3,169,324(1)
Series B Liberty Media Group Common Stock 1,586,553(2)
Class B Preferred Stock 0
--------------------------------------------------------------------------------------------------
Number of Shares 8) Shared Voting Power Series A TCI Group Common Stock 0
Series B TCI Group Common Stock 0
Beneficially Series A Liberty Media Group Common Stock 0
Series B Liberty Media Group Common Stock 0
Owned by Each Class B Preferred Stock 0
--------------------------------------------------------------------------------------------------
Reporting Person 9) Sole Dispositive Power Series A TCI Group Common Stock 8,451,544(1)
Series B TCI Group Common Stock 6,346,212(2)
With Series A Liberty Media Group Common Stock 3,169,324(1)
Series B Liberty Media Group Common Stock 1,586,553(2)
Class B Preferred Stock 0
--------------------------------------------------------------------------------------------------
10) Shared Dispositive Power Series A TCI Group Common Stock 0
Series B TCI Group Common Stock 0
Series A Liberty Media Group Common Stock 0
Series B Liberty Media Group Common Stock 0
Class B Preferred Stock 0
- ---------------------------------------------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
Series A TCI Group Common Stock 8,451,544(1)
Series B TCI Group Common Stock 6,346,212(2)
Series A Liberty Media Group Common Stock 3,169,324(1)
Series B Liberty Media Group Common Stock 1,586,553(2)
Class B Preferred Stock 0
- ---------------------------------------------------------------------------------------------------------------------
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
- ---------------------------------------------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
1.4% of Series A TCI Group Common Stock
7.5% of Series B TCI Group Common Stock
1.4% of Series A Liberty Media Group Common Stock
7.5% of Series B Liberty Media Group Common Stock
0% of Class B Preferred Stock
- ---------------------------------------------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions) OO
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Series B TCI Group Common Stock and Series B Liberty Media
Group Common Stock are convertible at any time on a one-for-one basis
into Series A TCI Group Common Stock and Series A Liberty Media Group
Common Stock, respectively. SEE Item 5 below. The numbers of shares
of Series A TCI Group Common Stock and Series A Liberty Media Group
Common Stock shown in rows 7 through 11 above assume that the shares
of Series B TCI Group Common Stock and Series B Liberty Media Group
Common Stock shown in rows 7 through 11 above have been converted
into shares of Series A TCI Group Common Stock and Series A Liberty
Media Group Common Stock, respectively.
(2) SEE Item 5.
Page 2 of 7
<PAGE>
ITEM 1. SECURITY AND ISSUER
Kim Magness, as the personal representative of the Estate of Betsy Magness
(the "Betsy Magness Estate"), hereby amends and supplements the statement on
Schedule 13D (the "Statement") with respect to the following shares of stock of
Tele-Communications, Inc. beneficially owned by the Betsy Magness Estate:
1. Tele-Communications, Inc. Series A TCI Group, Common Stock, par value
$1.00 per share ("Series A TCI Group Common Stock");
2. Tele-Communications, Inc. Series B TCI Group, Common Stock, par value
$1.00 per share ("Series B TCI Group Common Stock");
3. Tele-Communications, Inc. Series A Liberty Media Group, Common Stock,
par value $1.00 per share ("Series A Liberty Media Group Common Stock");
4. Tele-Communications, Inc. Series B Liberty Media Group, par value $1.00
per share ("Series B Liberty Media Group Common Stock");
5. Class B 6% Cumulative Redeemable Exchangeable Junior Preferred Stock,
par value $.01 per share ("Class B Preferred Stock").
The issuer of the Series A TCI Group Common Stock, the Series B TCI Group
Common Stock, the Series A Liberty Media Group Common Stock, the Series B
Liberty Media Group Common Stock, the Series A Ventures Group Common Stock, the
Series B Ventures Group Common Stock and the Class B Preferred Stock
(collectively, the "Company Securities") is Tele-Communications, Inc. (the
"Company") whose principal executive offices are located at Terrace Tower II,
5619 DTC Parkway, Englewood, Colorado 80111.
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 December 13, 1996, the Board of Directors of the Company declared a
stock dividend (the "Dividend") to holders of its Series A Liberty Group Common
Stock and its Series B Liberty Group Common Stock of shares of its Series A
Liberty Group Common 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 Common Stock for every two shares of Series A Liberty Group Common Stock
and one share of Series A Liberty Group Common Stock for every two shares of
Series B Liberty Group Common Stock held by such holders on the Record Date.
In connection with the Dividend, the Company 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
Common Stock has been increased such that the option now entitled the holder
thereof to acquire an additional share of Series A Liberty Group Common Stock
for every two shares of Series A Liberty Group Common 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.
Page 3 0f 7
<PAGE>
Immediately prior to the Dividend, the Betsy Magness Estate owned 526,333
shares of Series A Liberty Group Common Stock and 1,586,553 shares of Series B
Liberty Group Common Stock.
As a result of the Dividend, the Betsy Magness Estate received 1,056,438
additional shares of Series A Liberty Group Common Stock.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Statement is hereby amended and supplemented by adding the
following:
On December 13, 1996, the Board of Directors of the Company declared the
Dividend to holders of its Series A Liberty Group Common Stock and its Series B
Liberty Group Common Stock of shares of its Series A Liberty Group Common Stock.
The Dividend was paid on January 13, 1997 to holders of record on the Record
Date. Holders of record on the Record Date received one share of Series A
Liberty Group Common Stock for every two shares of Series A Liberty Group Common
Stock and one share of Series A Liberty Group Common Stock for every two shares
of Series B Liberty Group Common Stock held by such holders on the Record Date.
In connection with the Dividend, the Company 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
Common Stock has been increased such that the option now entitled the holder
thereof to acquire an additional share of Series A Liberty Group Common Stock
for every two shares of Series A Liberty Group Common 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 Common Stock related to such options.
Immediately prior to the Dividend, the Betsy Magness Estate owned 526,333
shares of Series A Liberty Group Common Stock and 1,586,553 shares of Series B
Liberty Group Common Stock.
As a result of the Dividend, the Betsy Magness Estate received 1,056,438
additional shares of Series A Liberty Group Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(a) of the Statement is hereby deleted in its entirety and replaced
with the following:
(a) The aggregate number and percentage of the Company Securities
beneficially owned by the filing person are as follows:
Page 4 of 7
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF TOTAL
TITLE OF CLASS BENEFICIAL OWNERSHIP CLASS POWER(1) VOTING POWER(1)
-------------- -------------------- -------------- ---------------
<S> <C> <C> <C>
4.3%
Series A TCI Group Common Stock 8,451,544(2) 1.4%
Series B TCI Group Common Stock 6,346,212(2) 7.5%
Series A Liberty Media Group Common Stock 3,169,324(2) 1.4%
Series B Liberty Media Group Common Stock 1,586,553(2) 7.5%
Class B Preferred Stock 0 0%
</TABLE>
(1) Based on 597,497,573 shares of Series A TCI Group Common Stock, 84,647,065
shares of Series B TCI Group Common Stock, 228,558,926 shares of Series A
Liberty Media Group Common Stock, 21,187,969 shares of Series B Liberty
Media Group Common Stock and 1,620,026 shares of Class B Preferred Stock
outstanding on January 31, 1997, and 70,575 shares of Convertible Preferred
Stock, Series C, 6,695,427 shares of Redeemable Convertible TCI Group
Preferred Stock, Series G, and 6,695,427 shares of Redeemable Convertible
Liberty Media Group Preferred Stock, Series H, outstanding December 31,
1996, as set forth in the Company's 10-K for fiscal year ended December 31,
1996.
(2) Series B TCI Group Common Stock and Series B Liberty Media Group Common
("Series B Shares") are convertible at any time on a one-for-one basis into
Series A TCI Group Common Stock and Series A Liberty Media Group Common
Stock ("Series A Shares"), respectively. The numbers of shares of Series A
TCI Group Common Stock and Series A Liberty Media Group Common Stock shown
in this Item 5 assume that the shares of Series B TCI Group Common Stock
and Series B Liberty Media Group Common Stock have been fully converted
into shares of Series A TCI Group Common Stock and Series A Liberty Media
Group Common Stock, respectively.
In addition, each share of Series B TCI Group Common Stock and Series B
Liberty Media Group Common Stock is entitled to 10 votes per share and each
share of Series A TCI Group Common Stock and Series A Liberty Media Group
Common Stock is entitled to one vote per share. Holders of Class B
Preferred Stock vote with the holders of the Series A TCI Group Common
Stock, Series B TCI Group Common Stock, Series A Liberty Media Group Common
Stock and Series B Liberty Media Group Common Stock, and certain
classes/series of the Company preferred stock on the election of directors.
Accordingly, when these series and classes of stock are aggregated, the
Betsy Magness Estate may be deemed to currently beneficially own voting
equity securities representing approximately 4.3% of the voting power with
respect to a general election of directors of the Company.
Item 5(b) of the Statement is hereby deleted in its entirety and replaced
with the following:
(b) The following indicates for the filing person the number of shares of
Company Securities as to which there is sole or shared power to vote
or dispose of the shares:
<TABLE>
<CAPTION>
Class of Security Sole Power Shared Power
----------------- ---------- ------------
<S> <C> <C>
Series A TCI Group Common Stock 8,451,544 0
Series B TCI Group Common Stock 6,346,212 0
Page 5 of 7
<PAGE>
Series A Liberty Media Group Common Stock 3,169,324 0
Series B Liberty Media Group Common Stock 1,586,553 0
Class B Preferred Stock 0 0
</TABLE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
Page 6 of 7
<PAGE>
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.
Dated: October 8, 1998
ESTATE OF BETSY MAGNESS
/s/ Kim Magness
- ----------------------------------------------
By: Kim Magness, as Personal Representative
Page 7 of 7
