<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")
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)
October 8, 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 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 ocntaining 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 8
<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)
Kim 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 U.S.A.
- ---------------------------------------------------------------------------------------------------------------------
7) Sole Voting Power Series A TCI Group Common Stock 7,365,345(1)
Series B TCI Group Common Stock 7,335,345(2)
Series A Liberty Media Group Common Stock 5,085,860(1)
Series B Liberty Media Group Common Stock 2,589,829(2)
Series A Ventures Group Common Stock 6,202,152(1)
Series B Ventures Group Common Stock 6,202,152(2)
Class B Preferred Stock 62,500(2)
--------------------------------------------------------------------------------------------------
8) Shared Voting Power Series A TCI Group Common Stock 14,206,616(1)
Series B TCI Group Common Stock 14,206,616(2)
Number of Shares Series A Liberty Media Group Common Stock 18,037,921(1)
Series B Liberty Media Group Common Stock 11,454,693(2)
Beneficially Series A Ventures Group Common Stock 12,034,298(1)
Series B Ventures Group Common Stock 12,034,298(2)
Owned by Each Class B Preferred Stock 0
--------------------------------------------------------------------------------------------------
Reporting Person 9) Sole Dispositive Power Series A TCI Group Common Stock 7,365,345(1)
Series B TCI Group Common Stock 7,335,345(2)
With Series A Liberty Media Group Common Stock 5,085,860(1)
Series B Liberty Media Group Common Stock 2,589,829(2)
Series A Ventures Group Common Stock 6,202,152(1)
Series B Ventures Group Common Stock 6,202,152(2)
Class B Preferred Stock 62,500(2)
--------------------------------------------------------------------------------------------------
10) Shared Dispositive 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
- ---------------------------------------------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
Series A TCI Group Common Stock 21,571,961(1)
Series B TCI Group Common Stock 21,541,961(2)
Series A Liberty Media Group Common Stock 23,123,781(1)
Series B Liberty Media Group Common Stock 14,044,522(2)
Series A Ventures Group Common Stock 18,236,450(1)
Series B Ventures Group Common Stock 18,236,450(2)
Class B Preferred Stock 62,500(2)
- ---------------------------------------------------------------------------------------------------------------------
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
- ---------------------------------------------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
4.4% of Series A TCI Group Common Stock
43.0% of Series B TCI Group Common Stock
6.8% of Series A Liberty Media Group Common Stock
44.2% of Series B Liberty Media Group Common Stock
4.6% of Series A Ventures Group Common Stock
40.2% of Series B Ventures Group Common Stock
4.0% of Class B Preferred Stock
- ---------------------------------------------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions) IN
- ---------------------------------------------------------------------------------------------------------------------
</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 8
<PAGE>
ITEM 1. SECURITY AND ISSUER
Kim Magness 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 Kim Magness:
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:
On October 8, 1998, the Betsy Magness Estate transferred, among other
securities, the following Company Securities (representing all the Company
Securities held by the Betsy Magness Estate) to Magness Securities, LLC (the
"Magness LLC") in exchange for a 100% membership interest in the Magness LLC:
<TABLE>
<CAPTION>
SHARES CLASS
------ -----
<S> <C>
5,539,818 Series B TCI Group Common Stock
2,374,156 Series A Liberty Media Group Common Stock
2,379,829 Series B Liberty Media Common Stock
5,823,452 Series B Ventures Group Common Stock
</TABLE>
As the manager of the Magness LLC and personal representative of the Betsy
Magness Estate, which is the sole member of the Magness LLC, Kim Magness and the
Betsy Magness
Page 3 of 8
<PAGE>
Estate are deemed to beneficially own such Company Securities and maintain sole
voting and dispositive power.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Statement is hereby amended and supplemented by adding the
following:
On October 8, 1998, the Betsy Magness Estate transferred the following
Company Securities (representing all the Company Securities held by the Betsy
Magness Estate) to the Magness LLC in exchange for a 100% membership interest in
the Magness LLC:
<TABLE>
<CAPTION>
SHARES CLASS
------ -----
<S> <C>
5,539,818 Series B TCI Group Common Stock
2,374,156 Series A Liberty Media Group Common Stock
2,379,829 Series B Liberty Media Common Stock
5,823,452 Series B Ventures Group Common Stock
</TABLE>
As the manager of the Magness LLC and personal representative of the Betsy
Magness Estate, which is the sole member of the Magness LLC, Kim Magness and the
Betsy Magness Estate are deemed to beneficially own such Company Securities and
maintain sole voting and dispositive power.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(c) 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>
22.2%
Series A TCI Group Common Stock 21,571,961(2)(3)(4)(5)(6) 4.4%
Series B TCI Group Common Stock 21,541,961(2)(3)(4)(5) 43.1%
Series A Liberty Media Group Common Stock 23,123,781(2)(3)(4)(5)(6) 6.8%
Series B Liberty Media Group Common Stock 14,044,522(2)(3)(4)(5) 44.3%
Series A Ventures Group Common Stock 18,236,450(2)(3)(4)(5) 4.6%
Series B Ventures Group Common Stock 18,236,450(2)(3)(4)(5) 40.2%
Page 4 of 8
<PAGE>
Class B Preferred Stock 62,500(5) 4.0%
</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, 326,532,126 shares of Series A
Liberty Media Group Common Stock, 31,669,575 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) 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 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, Series A Ventures
Group Common Stock and Class B Preferred 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, Kim Magness may be deemed to currently beneficially own voting
equity securities representing approximately 21.1% 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 Magness LLC has a proportionate right to
purchase 1,309,338 shares, the Betsy Magness Estate has a proportionate
right to purchase 1,309,338 shares (as the sole member of the Magness LLC),
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
(the sole member of the Magness LLC) and manager of the Magness LLC 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.
Page 5 of 8
<PAGE>
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.
On October 8, 1998, the Betsy Magness Estate transferred the following
Company Securities (representing all the Company Securities held by the
Betsy Magness Estate) to the Magness LLC in exchange for a 100% membership
interest in the Magness LLC:
<TABLE>
<CAPTION>
Shares Class
<S> <C>
5,539,818 Series B TCI Group Common Stock
2,374,156 Series A Liberty Media Group Common Stock
2,379,829 Series B Liberty Media Common Stock
5,823,452 Series B Ventures Group Common Stock
</TABLE>
As the manager of the Magness LLC and personal representative of the Betsy
Magness Estate, which is the sole member of the Magness LLC, Kim Magness
and the Betsy Magness Estate are deemed to beneficially own such Company
Securities and maintain sole voting and dispositive power.
(4) Kim Magness is the personal representative of the Betsy Magness Estate and
the manager of the Magness LLC. Accordingly, the following shares held
directly by the Magness LLC and beneficially owned by the Betsy Magness
Estate are reflected in full in Kim Magness' share information: (i)
6,849,156 shares of Series A TCI Group Common Stock, (ii) 6,849,156 shares
of Series B TCI Group Common Stock (which number includes 1,309,338 shares
of Series B TCI Group Common Stock representing the Magness LLC and the
Betsy Magness Estate's proportional share of the Malone Right), (iii)
4,753,985 shares of Series A Liberty Media Group Common Stock, (iv)
2,379,829 shares of Series B Liberty Media Group Common Stock, (v)
5,823,452 shares of Series A Ventures Group Common Stock, and (vi)
5,823,452 shares of Series B Ventures Group Common Stock. The foregoing
share numbers assume the conversion in full of all Series B Shares into
Series A Shares. SEE footnote 2 to this Item 5(a) for an explanation of the
convertibility of Series B Shares into Series A Shares.
(5) Kim Magness and Gary Magness are co-personal representatives of the Bob
Magness Estate. Accordingly, the following shares beneficially owned by the
Bob Magness Estate are reflected in full in Kim Magness' and Gary Magness'
share information (i) 14,206,616 shares of Series A TCI Group Common Stock,
(ii) 14,206,616 shares of Series B TCI Group Common Stock (which number
includes 4,035,271 shares of Series B TCI Group Common Stock representing
the Bob Magness Estate's proportional share of the Malone Right), (iii)
18,037,921 shares of Series A Liberty Media Group Common Stock, (iv)
11,454,693 shares of Series B Liberty Media Group Common Stock, (v)
12,034,298 shares of Series A Ventures Group Common Stock, and (vi)
12,034,298 shares of Series B Ventures Group Common Stock. The foregoing
share numbers assume the conversion in full of all Series B Shares into
Series A Shares. SEE footnote 2 to this Item 5(a) for an explanation of the
convertibility of Series B Shares into Series A Shares.
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.
(6) Includes the exercise in full of options granted to Kim Magness in November
1995, pursuant to the Company's Director Stock Option Plan, to acquire
30,000 shares of Series A TCI Group Common Stock and 16,875 shares of
Series A Liberty Media Group Common Stock. Options to acquire 50,000 shares
of Series A TCI Group Common Stock and 28,125 shares of Series A Liberty
Media Group Common Stock
Page 6 of 8
<PAGE>
are covered by such grant, of which options to acquire 30,000 and 16,875
shares respectively are currently exercisable. No additional options are
exercisable within the next 60 days.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
Page 7 of 8
<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
/s/ Kim Magness
- ---------------------------------------
Kim Magness
Page 8 of 8
