<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")
-----------------------------------
(TITLE OF CLASS OF SECURITIES)
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
-----------------------------------
(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 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).
PAGE 1 OF 7
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<TABLE>
<S><C>
CUSIP Nos.
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)
Magness Securities, LLC
- -----------------------------------------------------------------------------------------------------------------------------
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)
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)
---------------------------------------------------------------------------------------------------------
8) Shared Voting Power Series A TCI Group Common Stock 0
Number of Shares Series B TCI Group Common Stock 0
Series A Liberty Media Group Common Stock 0
Beneficially Series B Liberty Media Group Common Stock 0
Series A Ventures Group Common Stock 0
Owned by Each Series B Ventures Group Common Stock 0
---------------------------------------------------------------------------------------------------------
Reporting Person 9) Sole Dispositive Power Series A TCI Group Common Stock 5,539,818(1)
Series B TCI Group Common Stock 5,539,818(2)
With 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
- -----------------------------------------------------------------------------------------------------------------------------
</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
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ITEM 1. SECURITY AND ISSUER
Kim Magness, as the manager of Magness Securities, LLC (the "Magness
LLC"), 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 Magness LLC.
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. 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
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, neither the Bob Magness Estate nor any
other member of the Magness Group, including, but not
PAGE 3 OF 7
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limited to, the Magness LLC, has any right 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 Magness
LLC, 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 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 OF PERCENT OF TOTAL VOTING
TITLE OF CLASS BENEFICIAL OWNER SHIP CLASS (1) POWER(1)
-------------- --------------------- --------- --------
<S> <C> <C> <C>
5.7%
Series A TCI Group Common Stock 5,539,818(2)(3) 1.2%
Series B TCI Group Common Stock 5,539,818(2)(3) 11.1%
Series A Liberty Media Group Common Stock 4,753,985(2)(3) 1.5%
Series B Liberty Media Group Common Stock 2,379,829(2)(3) 7.5%
Series A Ventures Group Common Stock 5,823,452(2)(3) 1.5%
Series B Ventures Group Common Stock 5,823,452(2)(3) 12.9%
</TABLE>
PAGE 4 OF 7
<PAGE>
(1) Based on 473,416,687 shares of Series A TCI Group Common Stock, 4
9,932,623 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 6% Cumulative
Redeemable Exchangeable Junior 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 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 Magness LLC 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.
(3) 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.
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.
PAGE 5 OF 7
<PAGE>
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, dated as of February 9, 1998, among the Magness
Group and the Company. SEE Item 4.
Item 5(b) 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 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
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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
MAGNESS SECURITIES, LLC
/s/ Kim Magness
- ------------------------
By: Kim Magness, Manager
PAGE 7 OF 7
