<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. 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")
7. 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. Series A Ventures Group Common Stock: 87924V887
6. Series B Ventures Group Common Stock: 87924V879
7. 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)
May 29, 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).
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
Series A Ventures Group Common Stock: 87924V887
Series B Ventures Group Common Stock: 87924V879
Class B Preferred Stock: 87924V309
- ---------------------------------------------------------------------------------------------------------------------
1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)
Estate of Bob 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 14,206,616(1)
Series B TCI Group Common Stock 14,206,616(2)
Series A Liberty Media Group Common Stock 18,037,921(1)
Series B Liberty Media Group Common Stock 11,454,693(2)
Series A Ventures Group Common Stock 12,034,298(1)
Series B Ventures Group Common Stock 12,034,298(2)
Class B Preferred Stock 0
-------------------------------------------------------------------------------------------------
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
Number of Shares Series B Liberty Media Group Common Stock 0
Series A Ventures Group Common Stock 0
Beneficially Series B Ventures Group Common Stock 0
Class B Preferred Stock 0
Owned by Each -------------------------------------------------------------------------------------------------
9) Sole Dispositive Power Series A TCI Group Common Stock 14,206,616(1)
Reporting Person Series B TCI Group Common Stock 14,206,616(2)
Series A Liberty Media Group Common Stock 18,037,921(1)
With Series B Liberty Media Group Common Stock 11,454,693(2)
Series A Ventures Group Common Stock 12,034,298(1)
Series B Ventures Group Common Stock 12,034,298(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
Series A Ventures Group Common Stock 0
Series B Ventures Group Common Stock 0
Class B Preferred Stock 0
- --------------------------------------------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
Series A TCI Group Common Stock 14,206,616(1)
Series B TCI Group Common Stock 14,206,616(2)
Series A Liberty Media Group Common Stock 18,037,921(1)
Series B Liberty Media Group Common Stock 11,454,693(2)
Series A Ventures Group Common Stock 12,034,298(1)
Series B Ventures Group Common Stock 12,034,298(2)
Class B Preferred Stock 0(2)
- --------------------------------------------------------------------------------------------------------------------
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
- ---------------------------------------------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
2.9% of Series A TCI Group Common Stock
28.3% of Series B TCI Group Common Stock
5.3% of Series A Liberty Media Group Common Stock
36.1% of Series B Liberty Media Group Common Stock
3.1% of Series A Ventures Group Common Stock
26.5% of Series B Ventures 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, 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.
Page 2 of 7
<PAGE>
ITEM 1. SECURITY AND ISSUER
Kim Magness and Gary Magness, as the co-personal representatives of the
Estate of Bob Magness (the "Bob Magness Estate"), hereby amend and supplement
the statement on Schedule 13D (the "Statement") with respect to the following
shares of stock of Tele-Communications, Inc. beneficially owned by the Bob
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");
6. Tele-Communications, Inc. Series B TCI Ventures Group Common Stock, par
value $1.00 per share ("Series B Ventures Group Common Stock"); and
7. 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:
In May 1998, the Bob Magness Estate distributed pursuant to the Last Will
and Testament of Bob Magness 62,500 shares of Class B Preferred Stock to the Kim
Magness Irrevocable Trust (the "Kim Magness Trust"), of which Kim Magness is the
sole trustee and current primary beneficiary, and 62,500 shares of Class B
Preferred Stock to the Gary Magness Irrevocable Trust (the "Gary Magness
Trust"), of which Gary Magness is the sole trustee and current primary
beneficiary, as the beneficiaries entitled to distribution of such shares.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Statement is hereby amended and supplemented by adding the
following:
In May 1988, the Bob Magness Estate distributed pursuant to the Last Will
and Testament of Bob Magness 62,500 shares of Class B Preferred Stock to the Kim
Magness Trust,
Page 3 of 7
<PAGE>
of which Kim Magness is the sole trustee and current primary beneficiary, and
62,500 shares of Class B Preferred Stock to the Gary Magness Trust, of which
Gary Magness is the sole trustee and current primary beneficiary, as the
beneficiaries entitled to distribution of such shares. The Bob Magness Estate
does not hold any shares of Class B Preferred Stock as to which there is sole or
shared power to vote or dispose of the shares.
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:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF TOTAL
TITLE OF CLASS BENEFICIAL OWNERSHIP CLASS POWER(1) VOTING POWER(1)
- ---------------------------- -------------------------- --------------- ---------------
<S> <C> <C> <C>
15.5%
Series A TCI Group Common Stock 14,206,616(2)(3) 2.9%
Series B TCI Group Common Stock 14,206,616(2)(3) 28.3%
Series A Liberty Media Group Common Stock 18,037,921(2)(3) 5.3%
Series B Liberty Media Group Common Stock 11,454,693(2)(3) 36.1%
Series A Ventures Group Common Stock 12,034,298(2)(3) 3.1%
Series B Ventures Group Common Stock 12,034,298(2)(3) 26.5%
Class B Preferred Stock 0(4) 0%
</TABLE>
(1) Based on 472,207,363 shares of Series A TCI Group Common Stock, 50,126,345
shares of Series B TCI Group Common Stock, 326,076,668 shares of Series A
Liberty Media Group Common Stock, 31,745,757 shares of Series B Liberty
Media Group Common Stock, 377,114,654, shares of Series A Ventures Group
Common Stock, 45,367,134 shares of Series B Ventures Group Common Stock,
1,552,490 shares of Class B Preferred Stock, 53,120 shares of TCI Group
Preferred Stock, Series C, 70,575 shares of Liberty Media Group Preferred
Stock, Series C, 6,446,794 shares of Redeemable Convertible TCI Group
Preferred Stock, Series G, and 6,567,794 shares of Redeemable Convertible
Liberty Media Group Preferred Stock, Series H, outstanding on April 30,
1998, in each case after elimination of shares then held by the Company and
its majority owned subsidiaries.
(2) 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
Page 4 of 7
<PAGE>
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 Bob
Magness Estate may be deemed to currently beneficially own voting equity
securities representing approximately 15.5% of the voting power with
respect to a general election of directors of the Company.
(3) Pursuant to a letter agreement dated June 17, 1988 (the "1988 Agreement"),
the late Bob Magness and Kearns-Tribune Corporation, a newspaper publishing
concern ("Kearns"), each granted Malone certain rights with respect to the
then Class B Common Stock of TCI owned by them. Malone agreed with the
Company to forego the exercise of such rights in connection with the June
16, 1997 sale described in Item 4 above whereby the Bob Magness Estate
exchanged with the Company 30,545,864 shares of Series B TCI Group Common
Stock for an equal number of shares of Series A TCI Group Common Stock (the
"Exchange"). In consideration thereof, the Company granted Malone the right
to acquire, at any time and from time to time prior to June 30, 1999 (the
"Malone Right"), up to 30,545,864 shares of Series B TCI Group Common Stock
for either (or a combination of): (i) Series A TCI Group Common Stock on a
one-for-one basis or (ii) cash based on the closing sale price of the
Series B TCI Group Common Stock on Nasdaq for a specified period prior to
the acquisition of such shares by Malone. Effective February 9, 1998,
however, a portion of the Malone Right has been rescinded and unwound
leaving 14,511,570 shares of Series B TCI Group Common Stock subject to the
Malone Right. The Stockholders' Agreement gives the Magness Group and
Malone the right to exercise the Malone Right on a proportionate basis as
to 12,406,238 shares of the 14,511,570 shares subject to the Malone Right.
Of this Malone Right, the Bob Magness Estate has a proportionate right to
purchase 4,035,271 shares, the Betsy Magness Estate has a proportionate
right to purchase 1,309,338 shares, Malone has a proportionate right to
purchase 6,809,537 shares, Kim Magness has a proportionate right to
purchase 5,460,148 shares (4,035,271 shares by means of his role as
co-personal representative of the Bob Magness Estate, 1,309,338 shares as
personal representative of the Betsy Magness Estate and 115,539 shares
individually), and Gary Magness has a proportionate right to purchase
4,171,825 shares (4,035,271 shares by means of his role as co-personal
representative of the Bob Magness Estate and 136,554 shares individually).
If the Magness Group or any member thereof declines to participate in the
Malone Right, Malone may acquire all such shares.
In connection with the foregoing, 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.
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 and the Betsy Magness
Estate are subject to the terms of the Magness Call Agreement. SEE Item 4.
(4) Effective May 29, 1998, the Bob Magness Estate distributed pursuant to the
Last Will and Testament of Bob Magness 62,500 shares of Class B Preferred
Stock to the Kim Magness Trust and 62,500 shares of Class B Preferred Stock
to the Gary Magness Trust. The Bob Magness Estate does not hold any shares
of the Class B Preferred Stock.
Item 5(b) of the Statement is hereby deleted in its entirety and replaced
with the following:
Page 5 of 7
<PAGE>
(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 14,206,616 0
Series B TCI Group Common Stock 14,206,616 0
Series A Liberty Media Group Common Stock 18,037,921 0
Series B Liberty Media Group Common Stock 11,454,693 0
Series A Ventures Group Common Stock 12,034,298 0
Series B Ventures Group Common Stock 12,034,298 0
Class B Preferred Stock 0 0
</TABLE>
Item 5(e) of the Statement is hereby deleted in its entirety and the
following new Item 5(e) is inserted in its place:
(e) The date on which the filing person ceased to be the beneficial owner
of more than five percent of the Class B Preferred Stock was May 29, 1998.
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 BOB MAGNESS
By: /s/ Kim Magness
-------------------------------------------
Kim Magness, as Co-Personal Representative
By: /s/ Gary Magness
-------------------------------------------
Gary Magness, as Co-Personal Representative
Page 7 of 7
