<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
TELE-COMMUNICATIONS INTERNATIONAL, INC.
---------------------------------------
(Name of Issuer)
Series A Common Stock, $1.00 par value
--------------------------------------
(Title of Class of Securities)
87924H102
---------
(CUSIP Number)
Stephen M. Brett, Esq., Executive Vice President and General Counsel,
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)
JULY 13, 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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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 Rule 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 is on Page n/a
---
Page 1 of 8
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Cusip No. 87924H102
- --------------------------------------------------------------------------------
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
TELE-COMMUNICATIONS, INC.
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds
OO, WC
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[_]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power 97,950,000 Shares*
Shares Bene-
ficially ----------------------------------------------------------
Owned by (8) Shared Voting Power 0 Shares
Each Report-
ing Person ----------------------------------------------------------
With (9) Sole Dispositive Power 97,950,000 Shares*
----------------------------------------------------------
(10) Shared Dispositive Power 0 Shares
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
97,950,000 Shares*
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
85%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person
HC, CO
- -------------------------
*Includes 11,700,000 shares of Series A Common Stock issuable upon conversion of
shares of Series B Common Stock beneficially owned by TCI.
Page 2 of 8
<PAGE>
Cusip No. 87924H102
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Statement of
TELE-COMMUNICATIONS, INC.
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
TELE-COMMUNICATIONS INTERNATIONAL, INC.
(Commission File No. 0-26264)
ITEM 1. Security and Issuer
-------------------
Tele-Communications, Inc., a Delaware corporation ("TCI"), hereby
amends and supplements its Statement on Schedule 13D (the "Statement"), with
respect to the Series A Common Stock, $1.00 par value (the "Series A Common
Stock"), of Tele-Communications International, Inc., a Delaware corporation (the
"Issuer"). The Issuer's principal 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.
ITEM 2. Identity and Background
-----------------------
Schedule 1 incorporated by reference in Item 2 of the Statement is
hereby amended and supplemented by the new Schedule 1 attached hereto, which is
incorporated herein by reference. All other provisions of Item 2 remain the
same.
ITEM 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Item 3 is hereby amended and supplemented by adding the following:
On April 1, 1996, TCI purchased 450,000 shares of Series A Common Stock
for $21.75 per share in a private transaction. TCI used working capital for such
purchase.
ITEM 4. Purpose of Transaction
----------------------
Item 4 is hereby amended and supplemented by adding the following:
Page 3 of 8
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Cusip No. 87924H102
As announced by the Issuer in a Press Release dated July 13, 1998, TCI,
through a wholly-owned subsidiary, has submitted a proposal to the Issuer for
the acquisition of all of the outstanding shares of Series A Common Stock not
beneficially owned by TCI. Under the proposal, TINTA's stockholders would
receive, in a merger transaction, for each share of Series A Common Stock owned
by them, 0.58 of a share of TCI Series A Liberty Media Group Common Stock, $1.00
par value. TCI and the Issuer are currently negotiating a definitive merger
agreement.
Notwithstanding the foregoing, TCI may determine to change its proposal
to acquire all outstanding shares of Series A Common Stock not beneficially
owned by TCI. In determining any change to its future course of action, TCI will
take into consideration various factors, such as the Issuer's business and
prospects, other developments concerning the Issuer, other business
opportunities available to TCI, developments with respect to the business of
TCI, and general economic and stock market conditions, including, but not
limited to, the market price of the Series A Common Stock. TCI reserves the
right, depending on other relevant factors, to change its intention with respect
to any or all of the matters referred to in this Item 4.
ITEM 5. Interest in Securities of the Issuer
------------------------------------
Item 5 is hereby amended and supplemented by adding the following:
(a) TCI presently beneficially owns 86,250,000 shares of the Series A
Common Stock and 11,700,000 shares of the Issuer's Series B Common Stock, which
represents 85% of the outstanding voting securities of the Issuer and 92% of the
combined voting power of the outstanding securities of the Issuer.
The following Schedule 1 Persons beneficially own shares of the Series
A Common Stock:
<TABLE>
<CAPTION>
Name No. of Shares
---- -------------
<S> <C>
Robert R. Bennett 1,800
Stephen M. Brett 100,000 (including options to acquire 100,000 shares)
Paul A. Gould 95,000 (including options to acquire 50,000 shares)
Leo J. Hindery, Jr. 50,000 (including options to acquire 50,000 shares)
Gary S. Howard 900
Jerome H. Kern 50,000 (including options to acquire 50,000 shares)
John C. Malone 50,000 (including options to acquire 50,000 shares)
Bernard W. Schotters, II 56,200 (including options to acquire 50,000 shares)
</TABLE>
Other than as stated above, to the knowledge of TCI, none of the
Schedule 1 Persons has any interest in any securities of the Issuer.
(b) TCI, through its wholly-owned subsidiary TCI Ventures Group, LLC,
has the sole power to vote or to direct the voting of the shares of the Series A
Common Stock that TCI beneficially owns and sole power to dispose of, or to
direct the disposition of, such shares of Series A Common Stock.
To the knowledge of TCI, the Schedule 1 Persons listed in (a) of this
Item 5 each have sole power to vote, or to direct the voting of, the shares of
Series A Common Stock that they beneficially own, respectively. To the knowledge
of TCI, the Schedule 1 Persons listed in (a) of this Item 5 each have sole power
to dispose of, or to direct the disposition of, the shares of Series A Common
Stock that they beneficially own, respectively.
Page 4 of 8
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Cusip No. 87924H102
(c) Neither TCI nor, to the knowledge of TCI, any of the persons
described on Schedule 1, has executed transactions in the Series A Common Stock
of the Issuer 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, the
Series A Common Stock beneficially owned by TCI. To the knowledge of TCI, 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, the Series A Common Stock
owned by any of the Schedule 1 Persons listed in (a) of this Item 5,
respectively.
[Signature on following page]
Page 5 of 8
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Cusip no. 87924H102
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 1 to the Statement
is true, complete and correct.
July __, 1998 TELE-COMMUNICATIONS, INC.
/s/ Bernard W. Schotters, II
----------------------------
Bernard W. Schotters, II
Senior Vice President and
Treasurer
Page 6 of 8
<PAGE>
SCHEDULE 1
----------
Directors, Executive Officers and Controlling Persons
of Tele-Communications, Inc. ("TCI")
<TABLE>
<CAPTION>
DIRECTORS
---------
<S> <C> <C>
Name Principal Occupation & Principal Business or Organization in
- ---- Business Address Which such Employment Is Conducted
---------------------- --------------------------------------
Donne F. Fisher Consultant & Director of TCI; Business Cable television & telecommunications
Executive & programming services
5619 DTC Parkway
Englewood, CO 80111
John W. Gallivan Director of TCI; Director of Newspaper publishing
Kearns-Tribune Corporation
400 Tribune Building
Salt Lake City, UT 84111
Paul A. Gould Director of TCI; an Executive Vice President Investment banking services
and a Managing Director of
Allen & Company Incorporated
711 5th Avenue
New York, New York 10022
Leo J. Hindery, Jr. President and Director of TCI Cable television & telecommunications
5619 DTC Parkway & programming services
Englewood, CO 80111
Jerome H. Kern Vice Chairman of the Board & a Director Business Consulting; Law
of TCI; Consultant; Special Counsel
to Baker & Botts, L.L.P.
5619 DTC Parkway
Englewood, CO 80111
Kim Magness Director of TCI; Business Executive Management of various business
4000 E. Belleview enterprises
Englewood, CO 80111
John C. Malone Chairman of the Board, Chief Executive Cable television & telecommunications
Officer & a Director of TCI & programming services
5619 DTC Parkway
Englewood, CO 80111
Robert A. Naify Director of TCI; President & Chief Executive Provider of services to the motion
Officer of Todd-AO Corporation picture industry
172 Golden Gate Avenue
San Francisco, CA 94102
</TABLE>
Page 7 of 8
<PAGE>
<TABLE>
<CAPTION>
Name Principal Occupation & Principal Business or Organization in
- ---- Business Address Which such Employment Is Conducted
---------------------- --------------------------------------
<S> <C> <C>
J C Sparkman Consultant & Director of TCI Cable television & telecommunications
5619 DTC Parkway & programming services
Englewood, CO 80111
EXECUTIVE OFFICERS
------------------
Robert R. Bennett Executive Vice President of TCI Cable television & telecommunications
5619 DTC Parkway & programming services
Englewood, CO 80111
Gary K. Bracken Executive Vice President & Controller Cable television & telecommunications
of TCI Communications, Inc. & programming services
5619 DTC Parkway
Englewood, CO 80111
Stephen M. Brett Executive Vice President, Secretary Cable television & telecommunications
& General Counsel of TCI & programming services
5619 DTC Parkway
Englewood, CO 80111
Gary S. Howard Executive Vice President of TCI Cable television & telecommunications
5619 DTC Parkway & programming services
Englewood, CO 80111
Marvin L. Jones Executive Vice President of TCI Cable television & telecommunications
5619 DTC Parkway & programming services
Englewood, CO 80111
Ann M. Koets Executive Vice President of Cable television & telecommunications
TCI Communications, Inc. & programming services
5619 DTC Parkway
Englewood, CO 80111
Larry E. Romrell Executive Vice President of TCI Cable television & telecommunications
5619 DTC Parkway & programming services
Englewood, CO 80111
Bernard W. Senior Vice President & Treasurer of TCI Cable television & telecommunications
Schotters, II 5619 DTC Parkway & programming services
Englewood, CO 80111
</TABLE>
Page 8 of 8
