<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*
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. Tele-Communications, Inc. Series A TCI Ventures Group Common Stock,
par value $1.00 per share ("Series A Ventures Group Common Stock")
6. Tele-Communications, Inc. Series B TCI Ventures Group Common Stock,
par value $1.00 per share ("Series B Ventures Group Common Stock")
--------------------------------------
(TITLE OF CLASS OF SECURITIES)
<TABLE>
<S> <C> <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. Series A Ventures Group Common Stock: 87924V887
6. Series B Ventures Group Common Stock: 87924V879
</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)
October 16, 1998
--------------------------------------
(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 ss.ss. 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
ss. 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).
Page 1 of 7
<PAGE>
CUSIP Nos.
<TABLE>
<CAPTION>
<S> <C> <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
Series A Ventures Group Common Stock: 87924V887
Series B Ventures Group Common Stock: 87924V879
- ---------------------------------------------------------------------------------------------------------------------
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. See Item 3 below.
- ---------------------------------------------------------------------------------------------------------------------
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 5,539,818(1)
Number of Shares Series B TCI Group Common Stock 5,539,818(2)
Beneficially Series A Liberty Media Group Common Stock 4,753,985(1)
Owned by Each Series B Liberty Media Group Common Stock 2,379,829(2)
Reporting Person Series A Ventures Group Common Stock 5,823,452(1)
With Series B Ventures Group Common Stock 5,823,452(2)
--------------------------------------------------------------------------------------------------
8) Shared Voting 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
Series A Ventures Group Common Stock 0
Series B Ventures Group Common Stock 0
--------------------------------------------------------------------------------------------------
9) Sole Dispositive Power Series A TCI Group Common Stock 5,539,818(1)
Series B TCI Group Common Stock 5,539,818(2)
Series A Liberty Media Group Common Stock 4,753,985(1)
Series B Liberty Media Group Common Stock 2,379,829(2)
Series A Ventures Group Common Stock 5,823,452(1)
Series B Ventures Group Common Stock 5,823,452(2)
--------------------------------------------------------------------------------------------------
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
Series A Ventures Group Common Stock 0
Series B Ventures Group Common Stock 0
--------------------------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
Series A TCI Group Common Stock 5,539,818(1)
Series B TCI Group Common Stock 5,539,818(2)
Series A Liberty Media Group Common Stock 4,753,985(1)
Series B Liberty Media Group Common Stock 2,379,829(2)
Series A Ventures Group Common Stock 5,823,452(1)
Series B Ventures Group Common Stock 5,823,452(2)
- ---------------------------------------------------------------------------------------------------------------------
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
- ---------------------------------------------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
1.2% of Series A TCI Group Common Stock
11.1% of Series B TCI Group Common Stock
1.5% of Series A Liberty Media Group Common Stock
7.5% of Series B Liberty Media Group Common Stock
1.5% of Series A Ventures Group Common Stock
12.9% of Series B Ventures Group Common Stock
- ---------------------------------------------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions) OO
- ---------------------------------------------------------------------------------------------------------------------
(1) Series B TCI Group Common Stock, Series B Liberty Media
Group Common Stock and Series B Ventures Group Common Stock are
convertible at any time on a one-for-one basis into Series A TCI
Group Common Stock, Series A Liberty Media Group Common Stock and
Series A Ventures Group Common Stock, respectively. SEE Item 5 below.
The numbers of shares of Series A TCI Group Common Stock, Series A
Liberty Media Group Common Stock and Series A Ventures Group Common
Stock shown in rows 7 through 11 above assume that the shares of
Series B TCI Group Common Stock, Series B Liberty Media Group Common
Stock and Series B Ventures Group Common Stock shown in rows 7
through 11 above have been converted into shares of Series A TCI
Group Common Stock, Series A Liberty Media Group Common Stock, and
Series A Ventures Group Common Stock, respectively.
(2) SEE Item 5.
</TABLE>
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. (the "Company") 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 Common Stock,
par value $1.00 per share ("Series B Liberty Media Group Common Stock");
5. Tele-Communications, Inc. Series A TCI Ventures Group, Common Stock,
par value $1.00 per share ("Series A Ventures Group Common Stock"); and
6. Tele-Communications, Inc. Series B TCI Ventures Group, Common Stock,
par value $1.00 per share ("Series B Ventures Group Common 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 and
the Series B Ventures Group Common 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 at the end thereof:
On October 16, 1998, the Bob Magness Estate fully exercised the Magness
Group's right to purchase shares of Series B TCI Group Common Stock pursuant to
the Malone Right and purchased 5,792,800 shares of Series B TCI Group Common
Stock from the Company. The 5,792,800 shares purchased constitute the full right
of the Magness Group to participate in the Malone Right on a proportionate basis
with Malone with respect to 12,406,238 shares of the 14,511,570 shares subject
to the Malone Right. The exercise price per share purchased pursuant to the
Malone Right is $35.5875 based on the average of the closing sales price of the
Series B TCI Group Common Stock on the Nasdaq National Market for the five
trading days preceding June 24, 1998, which was the date Malone exercised his
right to purchase shares pursuant to the Malone Right.
The Bob Magness Estate purchased all of the shares that the Magness
Group had the right to acquire under the Malone Right. Therefore, because the
Magness Group's right to purchase shares of Series B TCI Group Common Stock was
fully exercised by the Bob Magness Estate,
Page 3 of 7
<PAGE>
neither the Bob Magness Estate nor any other member of the Magness Group has
any right, including, but not limited to, the Betsy Magness Estate, to
purchase additional shares pursuant to the Malone Right.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Statement is hereby amended and supplemented by adding
the following at the end thereof:
On October 16, 1998, the Bob Magness Estate fully exercised the Magness
Group's right to purchase shares of Series B TCI Group Common Stock pursuant to
the Malone Right and purchased 5,792,800 shares of Series B TCI Group Common
Stock from the Company. The 5,792,800 shares purchased constitute the full right
of the Magness Group to participate in the Malone Right on a proportionate basis
with Malone with respect to 12,406,238 shares of the 14,511,570 shares subject
to the Malone Right. The exercise price per share purchased pursuant to the
Malone Right is $35.5875 based on the average of the closing sales price of the
Series B TCI Group Common Stock on the Nasdaq National Market for the five
trading days preceding June 24, 1998, which was the date Malone exercised his
right to purchase shares pursuant to the Malone Right.
The Bob Magness Estate purchased all of the shares that the Magness
Group had the right to acquire under the Malone Right. Therefore, because the
Magness Group's right to purchase shares of Series B TCI Group Common Stock was
fully exercised by the Bob Magness Estate, neither the Bob Magness Estate nor
any other member of the Magness Group, including, but not limited to, the Betsy
Magness Estate, has any right to purchase additional shares pursuant to the
Malone Right.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(a) of the Statement hereby is 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:
<TABLE>
<CAPTION> TOTAL
AMOUNT OF PERCENT OF VOTING
TITLE OF CLASS BENEFICIAL OWNERSHIP CLASS (1) POWER(1)
-------------- -------------------- --------- --------
<S> <C> <C> <C>
5.7%
Series A TCI Group Common Stock 5,539,818(2)(3)(4) 1.2%
Series B TCI Group Common Stock 5,539,818(2)(3)(4) 11.1%
Series A Liberty Media Group Common Stock 4,753,985(2)(3)(4) 1.5%
Series B Liberty Media Group Common Stock 2,379,829(2)(3)(4) 7.5%
Series A Ventures Group Common Stock 5,823,452(2)(3)(4) 1.5%
Page 4 of 7
<PAGE>
Series B Ventures Group Common Stock 5,823,452(2)(3)(4) 12.9%
</TABLE>
- -------------
(1) Based on 473,416,687 shares of Series A TCI Group Common Stock,
49,932,623 shares of Series B TCI Group Common Stock, 325,532,126
shares of Series A Liberty Media Group Common Stock, 31,699,575 shares
of Series B Liberty Media Group Common Stock, 377,065,516 shares of
Series A Ventures Group Common Stock, 45,334,022 shares of Series B
Ventures Group Common Stock, 1,552,490 shares of Class B Preferred
Stock, 44,575 shares of TCI Group Preferred Stock, Series C, 70,575
shares of Liberty Media Group Preferred Stock, Series C, 6,444,244
shares of Redeemable Convertible TCI Group Preferred Stock, Series G,
and 6,564,794 shares of Redeemable Convertible Liberty Media Group
Preferred Stock, Series H, outstanding on September 30, 1998, in each
case after elimination of shares then held by the Company and its
majority owned subsidiaries.
(2) Such Company Securities are held directly by Magness Securities, LLC, a
Colorado limited liability company, of which the Betsy Magness Estate
is the sole member. As such, the Betsy Magness Estate is deemed to
beneficially own such Company Securities and maintains sole voting and
dispositive power.
(3) Series B TCI Group Common Stock, Series B Liberty Media Group Common
Stock and Series B Ventures Group Common Stock ("Series B Shares") are
convertible at any time on a one-for-one basis into Series A TCI Group
Common Stock, Series A Liberty Media Group Common Stock and Series A
Ventures Group Common Stock ("Series A Shares"), respectively. The
numbers of shares of Series A TCI Group Common Stock, Series A Liberty
Media Group Common Stock and Series A Ventures Group Common Stock shown
in this Item 5 assume that the shares of Series B TCI Group Common
Stock, Series B Liberty Media Group Common Stock, and Series B Ventures
Group Common Stock have been fully converted into shares of Series A
TCI Group Common Stock, Series A Liberty Media Group Common Stock, and
Series A Ventures Group Common Stock, respectively.
In addition, each share of Series B TCI Group Common Stock, Series B
Liberty Media Group Common Stock and Series B Ventures Group Common
Stock is entitled to 10 votes per share and each share of Series A TCI
Group Common Stock, Series A Liberty Media Group Common Stock and
Series A Ventures 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, Series B Liberty Media Group Common
Stock, Series A Ventures Group Common Stock, Series B Ventures 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 5.7% of the voting power with respect to a general
election of directors of the Company.
(4) On February 9, 1998, Malone and his spouse (the "Malone Group") and the
Magness Group entered into the Stockholders' Agreement (as described in
Item 4 above) pursuant to which the parties agreed, among other things,
to consult with each other on any matter coming to a vote of the
Company's stockholders provided, however, that in the event of a
disagreement, the shares of Series B TCI Group Common Stock, Series B
Liberty Media Group Common Stock and Series B Ventures Group Common
Stock held by the Malone Group and the Magness Group will be voted in
the manner directed by Malone pursuant to an irrevocable proxy given by
the Magness Group. See Item 4 above for more information on the
Stockholders' Agreement.
The Stockholders' Agreement gives the Magness Group and Malone the
right to purchase from the Company, on a proportionate basis,
12,406,238 shares of Series B TCI Group Common Stock (the "Malone
Right"). On October 16, 1998, the Bob Magness Estate fully exercised
the Magness Group's right to purchase shares of Series B TCI Group
Common Stock pursuant to the Malone Right and purchased 5,792,800
shares of Series B TCI Group Common Stock from the Company. The
5,792,800 shares purchased constitute the full right of the Magness
Group to participate in the Malone Right on a proportionate basis with
Malone with respect to 12,406,238 shares of the 14,511,570 shares
subject to the Malone Right. The exercise price per share purchased
pursuant to the Malone Right is $35.5875 based on the average of the
closing sales price of the Series B TCI Group Common Stock on the
Nasdaq National Market for the five trading days preceding June 24,
1998, which was the date Malone exercised his right to purchase shares
pursuant to the Malone Right.
Page 5 of 7
<PAGE>
The Bob Magness Estate purchased all of the shares that the Magness
Group had the right to acquire under the Malone Right. Therefore,
because the Magness Group's right to purchase shares of Series B TCI
Group Common Stock was fully exercised by the Bob Magness Estate,
neither the Bob Magness Estate nor any other member of the Magness
Group has any right to purchase additional shares pursuant to the
Malone Right.
In addition, shares of Series B TCI Group Common Stock, Series B
Liberty Media Group Common Stock, and Series B Ventures Group Common
Stock held by Kim Magness, Gary Magness, the Bob Magness Estate, the
Betsy Magness Estate and Magness Securities, LLC are subject to the
terms of the Magness Call Agreement. SEE Item 4.
Item 5(b) of the Statement hereby is 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>
SHARED
CLASS OF SECURITY SOLE POWER POWER
----------------- ---------- ------
<S> <C> <C>
Series A TCI Group Common Stock 5,539,818 0
Series B TCI Group Common Stock 5,539,818 0
Series A Liberty Media Group Common Stock 4,753,985 0
Series B Liberty Media Group Common Stock 2,379,829 0
Series A Ventures Group Common Stock 5,823,452 0
Series B Ventures Group Common Stock 5,823,452 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: November 13, 1998
ESTATE OF BETSY MAGNESS
/s/ Kim Magness
- -------------------------------------------
By: Kim Magness, as Personal Representative
Page 7 of 7
