<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
TELE-COMMUNICATIONS, INC.
(Name of Issuer)
(1) Tele-Communications, Inc. Series A TCI Group Common Stock, par value $1.00
per share.
(2) Tele-Communications, Inc. Series A Liberty Media Group Common Stock, par
value $1.00 per share.
(3) Tele-Communications, Inc. Series A TCI Ventures Group Common Stock, par
value $1.00 per share.
(4) Tele-Communications, Inc. Series B TCI Group Common Stock, par value $1.00
per share.
(5) Tele-Communications, Inc. Series B Liberty Media Group Common Stock, par
value $1.00 per share.
(6) Tele-Communications, Inc. Series B TCI Ventures Group Common Stock, par
value $1.00, per share.
(7) Class B 6% Cumulative Redeemable Exchangeable Junior Preferred Stock, par
value $.01 per share.
- --------------------------------------------------------------------------------
(Title of Classes of Securities)
(1) Series A TCI Group Common Stock: 87924V101
(2) Series A Liberty Group Common Stock: 87924V507
(3) Series A Ventures Group Common Stock: 87924V887
(4) Series B TCI Group Common Stock: 87924V200
(5) Series B Liberty Group Common Stock: 87924V606
(6) Series B Ventures Group Common Stock: 87924V879
(7) Class B Preferred Stock: 87924V309
- --------------------------------------------------------------------------------
(CUSIP Numbers)
Dr. John C. Malone
c/o 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)
JANUARY 5, 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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check the following box: [ ].**
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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).
_______________
** See discussion in Item 1 relating to prior Schedule 13G filing.
Exhibit Index is on Page 8
1
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Cusip No. for Series A TCI Group Common Stock-- 87924V101
Cusip No. for Series A Liberty Group Common Stock -- 87924V507
Cusip No. for Series A Ventures Group Common Stock-- 87924V887
Cusip No. for Series B TCI Group Common Stock-- 87924V200
Cusip No. for Series B Liberty Group Common Stock -- 87924V606
Cusip No. for Series B Ventures Group Common Stock-- 87924V879
Cusip No. for Class B Preferred Stock -- 87924V309
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
1
Dr. John C. Malone
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
00
- ------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 U.S.
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7 1,400,146 Shares of Series A TCI Group/1,2/
54,202,530 Shares of Series B TCI Group/3,5/
758,538 Shares of Series A Liberty Group/3,4/
8,627,395 Shares of Series B Liberty Group/3,6/
600,000 Shares of Series A Ventures Group/7/
NUMBER OF 13,277,927 Shares of Series B Ventures Group/3,8/
273,600 Shares of Class B Preferred/3/
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0 Shares
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 1,512,671 Shares of Series A TCI Group/2/
REPORTING 52,517,755 Shares of Series B TCI Group/3,5/
819,567 Shares of Series A Liberty Group/3,4/
PERSON 8,627,395 Shares of Series B Liberty Group/3,6/
649,895 Shares of Series A Ventures Group/7/
WITH 12,417,247 Shares of Series B Ventures Group/3,8/
273,600 Shares of Class B Preferred/3/
-----------------------------------------------------------
SHARED DISPOSITIVE POWER
10 0 Shares
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 1,512,671 Shares of Series A TCI Group/2/
54,202,530 Shares of Series B TCI Group/3,5/
819,567 Shares of Series A Liberty Group/3,4/
8,627,395 Shares of Series B Liberty Group/3,6/
649,895 Shares of Series A Ventures Group/7/
13,277,927 Shares of Series B Ventures Group/3,8/
273,600 Shares of Class B Preferred/3/
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
12
2
<PAGE>
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)/9/
13 Series A TCI Group less than 1%
Series B TCI Group 77.7%
Series A Liberty Group less than 1%
Series B Liberty Group 40.8%
Series A Ventures Group less than 1%
Series B Ventures Group 75.2%
Class B Preferred 16.9%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
_____________________________
/1/ Excludes shares held by the trustee of the Issuer's Employee Stock
Purchase Plan, which are voted by the trustee.
/2/ Includes 1,400,000 shares Dr. Malone would acquire upon the exercise of
stock options granted in tandem with stock appreciation rights of which options
for 980,000 shares are currently exerciseable, but does not include shares of
Series A TCI Group Stock issuable upon conversion of shares of Series B TCI
Group Stock owned by Dr. Malone or his spouse. (See Items 3 and 5 of the
Statement)
/3/ Includes, as applicable, 784,892 shares of Series B TCI Group Stock, 8,484
shares of Series A Liberty Group Stock, 293,250 shares of Series B Liberty Group
Stock, 396,620 shares of Series B Ventures Group Stock, and 6,900 shares of
Class B Preferred Stock beneficially owned by Dr. Malone's spouse, to which Dr.
Malone disclaims any beneficial ownership thereof. (See Item 5 of the
Statement)
/4/ Includes 750,000 shares Dr. Malone would acquire upon the exercise of
stock options granted in tandem with stock appreciation rights of which options
for 525,000 shares are currently exerciseable. These shares do not include
shares of Series A Liberty Group Stock issuable upon conversion of shares of
Series B Liberty Group Stock owned by Dr. Malone or his spouse. (See Items 3 and
5 of the Statement)
/5/ Includes 30,545,864 shares of Series B TCI Group Stock that Dr. Malone has
the right to acquire at any time prior to June 30, 1999 (see Item 4 hereof), and
11,500,000 shares and 2,795,000 shares, respectively, of Series B TCI Group
Stock pledged as security for two loans. Also includes 1,684,775 shares of
Series B TCI Group Stock on which Dr. Malone has been granted the voting rights;
however, Dr. Malone has no right to dispose of such shares (which are excluded
in (9) above). (See Item 6 of the Statement)
/6/ Includes 3,084,358 shares and 500,000 shares, respectively, of Series B
Liberty Group Stock pledged as security for two loans. (See Item 6 of the
Statement)
/7/ Includes 600,000 shares Dr. Malone would acquire upon the exercise of
stock options granted in tandem with stock appreciation rights of which options
for 420,000 shares are currently exerciseable, but does not include shares of
Series A Ventures Group Stock issuable upon conversion of shares of Series B
Ventures Group Stock owned by Dr. Malone or his spouse. (See Items 3 and 5 of
the Statement)
/8/ Includes 860,680 shares of Series B Ventures Group Stock on which Dr.
Malone has been granted voting rights; however, Dr. Malone has no right to
dispose of such shares (which are excluded in (9) above). (See Item 6 of the
Statement) Also, includes 1,400,000 shares Dr. Malone would acquire upon the
exercise of stock options granted of which none are currently exerciseable. (See
Item 5 hereof)
/9/ Each share of Series B TCI Group Stock, Series B Liberty Group Stock and
Series B Ventures Group Stock is entitled to 10 votes per share and each share
of Series A TCI Group Stock, Series A Liberty Group Stock and Series A Ventures
Group Stock is entitled to one vote per share. In addition, holders of Class B
Preferred Stock vote with the holders of the Series A TCI Group Stock, Series B
TCI Group Stock, Series A Liberty Group Stock, Series B Liberty Group Stock,
Series A Ventures Group Stock, Series B Ventures Group Stock, and certain
classes/series of Issuer preferred stock on the election of directors.
Accordingly, when these series and classes of stock are aggregated, the
Reporting Person may be deemed to beneficially own voting equity securities
representing approximately 38.8% of the voting power with respect to a general
election of directors of the Issuer.
3
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 7)
Statement of
DR. JOHN C. MALONE
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
TELE-COMMUNICATIONS, INC.
(Commission File No. 0-20421)
ITEM 1. Security and the Issuer
-----------------------
Dr. John C. Malone hereby amends and supplements his Statement on
Schedule 13D, as amended to the date hereof (the "Statement"), with respect to
the following shares of stock of Tele-Communications, Inc., a Delaware
corporation (the "Issuer"), beneficially owned by Dr. John C. Malone:
(1) Tele-Communications, Inc. Series A TCI Group Common Stock, par value
$1.00 per share (the "Series A TCI Group Stock");
(2) Tele-Communications, Inc. Series A Liberty Media Group Common Stock,
par value $1.00 per share (the "Series A Liberty Group Stock");
(3) Tele-Communications, Inc. Series A TCI Ventures Group Common Stock,
par value $1.00 per share (the "Series A Ventures Group Stock");
(4) Tele-Communications, Inc. Series B TCI Group Common Stock, par value
$1.00 per share (the "Series B TCI Group Stock");
(5) Tele-Communications, Inc. Series B Liberty Media Group Common Stock,
par value $1.00 per share (the "Series B Liberty Group Stock");
(6) Tele-Communications, Inc. Series B TCI Ventures Group Common Stock,
par value $1.00 per share (the "Series B Ventures Group Stock"); and
(7) Class B 6% Cumulative Redeemable Exchangeable Junior Preferred Stock,
par value $.01 per share (the "Class B Preferred Stock").
The Issuer's 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.
4
<PAGE>
ITEM 4. Purpose of Transaction
----------------------
Item 4 of the Statement is hereby amended and supplemented by adding
the following:
On January 5, 1998, the Issuer, Dr. Malone and certain other parties
entered into an agreement to settle matters concerning the administration of the
Estate of Bob Magness, the late founder of the Issuer (the "Settlement"). In
connection with the Settlement, Dr. Malone has agreed to enter into certain
agreements providing for the following: (a) a reduction in the option granted by
the Issuer to Dr. Malone on June 16, 1997, to acquire 30,545,864 shares of
Series B TCI Group Stock to an option to acquire 14,511,570 shares of Series B
TCI Group Stock of which the Magness family will have the right to participate
in such reduced option on a proportionate basis; (b) a grant by Dr. Malone to
the Issuer of a right to acquire Dr. Malone's shares of Series B TCI Group
Stock, Series B Liberty Group Stock and Series B Ventures Group Stock owned
by him upon his death or a contemplated sale of such shares to third parties;
and (c) an agreement by Dr. Malone and the family of the late Bob Magness to
consult with each other on all matters to be brought to a vote of the Issuer's
stockholders, provided that, if a mutual agreement on how to vote can not be
reached, Dr. Malone will have an irrevocable proxy to vote the shares owned by
the family of the late Bob Magness. The closing for the foregoing matters is
expected to occur on or about February 9, 1998.
ITEM 5. Interest in Securities of the Issuer
------------------------------------
Item 5(a) of the Statement is hereby amended and supplemented by
adding the following:
Dr. Malone beneficially owns (without giving effect to the conversion
of Series B TCI Group Stock for Series A TCI Group Stock, of Series B Liberty
Group Stock for Series A Liberty Group Stock, or of Series B Ventures Group
Stock for Series A Ventures Group Stock): (a) 1,512,671 shares of Series A TCI
Group Stock, which includes interests in shares held by the trustee of the
Issuer's Employee Stock Purchase Plan, and options for 1,400,000 shares of which
options for 980,000 shares are currently exerciseable and represents less than
1% of the outstanding shares of Series A TCI Group Stock; (b) 54,202,530 shares
of Series B TCI Group Stock, which includes Dr. Malone's right to acquire from
the Issuer 30,545,864 shares (see Item 4 above) and his right to direct the
voting of 1,684,775 shares owned by the Trusts (see Item 6) and represents 77.7%
of the outstanding shares of Series B TCI Group Stock; (c) 819,567 shares of
Series A Liberty Group Stock, which includes interests in shares held by the
trustee of the Issuer's Employee Stock Purchase Plan, and options for 750,000
shares of which options for 525,000 shares are currently exerciseable and
represents less than 1% of the outstanding shares of Series A Liberty Group
Stock; (d) 8,627,395 shares of Series B Liberty Group Stock, which represents
40.8% of the outstanding shares of Series B Liberty Group Stock; (e) 649,895
shares of Series A Ventures Group Stock, which includes interests in shares held
by the trustee of the Issuer's Employee Stock Purchase Plan and options for
600,000 shares of which options for 420,000 shares are currently exerciseable
and represents less than 1% of the outstanding shares of Series A Ventures Group
Stock; and (f) 13,277,927 shares of Series B Ventures Group Stock, which
includes his right to direct the voting of 860,680 shares owned by the Trusts
(see Item 6) and options for 1,400,000 shares of which none are currently
exerciseable and represents 75.2% of the outstanding shares of Series B Ventures
Group Stock. In addition, when all series and classes of stock beneficially
owned by Dr. Malone are aggregated, Dr. Malone may be deemed to beneficially own
voting equity securities representing approximately 38.8% of the voting power
with respect to a general election of directors of the Issuers. The foregoing
percentages are based on the outstanding share numbers of the Issuer on October
31, 1997, as disclosed in the Issuer's Form 10-Q for the quarterly period ended
September 30, 1997, with adjustments for the shares of Series A TCI Group Stock
and shares of Series B TCI Group Stock issued in the settlement described in
Item 5(c) below.
All other information in Item 5(a) remains correct.
5
<PAGE>
Item 5(c) of the Statement is hereby amended and supplemented by
adding the following:
Pursuant to the terms of a settlement reached in the action In re
Liberty Media Shareholders Litigation (Civil Action No. 13168), on January 6,
1998, the Issuer issued, on a pro rata basis, an aggregate of 1,176,338 shares
of Series A TCI Group Stock to record holders of Liberty Media Corporation Class
A Common Stock at the close of business on August 4, 1994 and, on a pro rata
basis, an aggregate of 668,202 shares of Series B TCI Group Stock to record
holders of Liberty Media Corporation Class B Common Stock at the close of
business on August 4, 1994. The record holders of Liberty Media Corporation on
August 4, 1994, included Dr. Malone and his spouse, respectively. As a result,
on January 6, 1998, Dr. Malone and his spouse received 397,219 shares and 8,512
shares, respectively, of Series B TCI Group Stock.
On December 16, 1997, the Issuer granted to Dr. Malone an option to
purchase 1,400,000 shares of Series B Ventures Group Stock. The option is
subject to the following vesting schedule: 20% on each anniversary of the grant
date with the option fully vested on December 16, 2002.
ITEM 7. Material to be filed as Exhibits
--------------------------------
7(K) Press Release dated January 5, 1998, of the Issuer
7(L) Press Release dated January 5, 1998, by the parties to the
Settlement
6
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 7 to the Statement
is true, complete and correct.
January 9, 1998 /s/ Dr. John C. Malone
-----------------------
Dr. John C. Malone
7
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EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
EXHIBIT
- -------
NUMBER EXHIBIT PAGE
- ------ ------- ----
<S> <C> <C>
7(K) Press Release dated January 5, 1998, of the Issuer 9
7(L) Press Release dated January 5, 1998, by the parties to the 11
Settlement
</TABLE>
8
<PAGE>
EXHIBIT 7(K)
FOR IMMEDIATE RELEASE
January 5, 1998
Contacts: TCI Media Relations, LaRae Marsik, (303) 267-5273
TCI Investor Relations, Linda Dill, (303) 267-5048
TCI ANNOUNCES MAGNESS ESTATE SETTLEMENT
ENGLEWOOD, CO- Tele-Communications, Inc. ("TCI") announced today that a
settlement has been reached in the litigation brought against it and other
parties in connection with the administration of the Estate of TCI's late
founder, Bob Magness. The terms of the settlement are contained in a joint press
release being made contemporaneously with this release.
TCI also announced that it will enter into a call agreement with its Chairman
and CEO, Dr. John C. Malone, under which Dr. Malone grants to TCI the right to
acquire Dr. Malone's high-voting shares (currently consisting of an aggregate of
approximately 42,000,000 Series B Shares of the TCI Group, the TCI Ventures
Group and Liberty Media Group) upon Dr. Malone's death or upon a contemplated
sale of such high-voting shares (other than a minimal amount) to third persons.
In either such event, TCI has the right to acquire the shares at a maximum price
equal to the then relevant Series A (or low-voting) market price plus a 10%
premium. Dr. Malone will also agree that if TCI were ever to be sold to another
entity, then the maximum premium he would receive on his high-voting shares
would be no greater than a ten percent premium over the price paid for the
relevant Series A shares. TCI will pay Dr. Malone $150,000,000 for agreeing to
the terms of the Call Agreement.
In connection with the settlement of the Estate Litigation, the Magness family
will enter into a call agreement (with substantially the same terms as the one
entered into by Dr. Malone, including a call on the Magness shares upon Dr.
Malone's death) on their aggregate of approximately 34,000,000 high-voting
shares. The Magness family will be paid $124,000,000 by TCI for entering into
this call agreement. The Magness family also will enter into a shareholders'
agreement with Dr. Malone under which the parties agree to consult with each
other in connection with matters to be brought to the vote of TCI's
shareholders, subject to the proviso that if they cannot mutually agree on how
to vote the shares, Dr. Malone will have an irrevocable proxy to vote the shares
owned by the Magness family.
-more-
9
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Leo J. Hindery, Jr., President of TCI, stated that: "The call agreements and the
shareholders' agreement assure TCI shareholders of a certainty of control of the
Company and that there can be no change of control without the participation of
TCI's Board of Directors. These agreements also assure all shareholders fair
treatment in the event of the sale of the Company. The controversies which arose
in connection with the large block of high-voting securities owned by our
founder, Bob Magness, made it clear to the TCI Board that these agreements and
their mechanisms were important to fully protect the interests of all
shareholders in the future. The stability of TCI which will result from these
transactions will substantially and materially benefit both our shareholders and
our employees."
Tele-Communications, Inc. is traded through the TCI Group, the TCI Ventures
Group and the Liberty Media Group common stocks. Series A and Series B TCI Group
common stock (TCOMA/TCOMB); Series A and Series B TCI Ventures Group common
stock (TCIVA/TCIVB); and Series A and Series B Liberty Media Group common stock
(LBTYA/LBTYB) are traded on the National Market tier of the Nasdaq Stock Market.
###
10
<PAGE>
EXHIBIT 7(L)
FOR IMMEDIATE RELEASE
January 5, 1998
MAGNESS ESTATE SETTLEMENT ANNOUNCED
ENGLEWOOD, CO- Tele-Communications, Inc. ("TCI"), Dr. John C. Malone, Kim
Magness, Gary Magness, Sharon Magness, Donne Fisher and Daniel Ritchie have
agreed to resolve all of their differences concerning the administration of the
Estate of late TCI founder Bob Magness and the June 16, 1997 sale of $529
million of TCI stock to TCI by the Estate's Personal Representatives, Donne
Fisher and Daniel Ritchie.
The multi-faceted agreement, which is to be filed in the Probate Court
administering the Magness Estate, includes the voiding of the sale of
approximately 16 million shares of TCI stock previously sold by the Estate of
$16.52 per share. As part of the settlement, the Magness interests and Dr.
Malone will enter into a shareholders' agreement which will provide that they
will act as a single group and that the Magness family will be guaranteed a seat
on the Board of Directors of TCI. Kim Magness currently serves on the TCI Board.
Sharon Magness' claim to one-half of her late husband's estate has also been
settled. The terms of the settlement with Sharon Magness are confidential.
Donne Fisher and University of Denver Chancellor Daniel Ritchie, who have served
as the Estate's Personal Representatives since November, 1996, have agreed to
resign. The Estate will pay Fisher and Ritchie $1.5 million each for their
services on behalf of the Estate, which Fisher and Ritchie have stated that they
intend to donate in its entirety, net of taxes, to the University of Denver.
Finally, the parties to the settlement intend to contribute $4 million to the
Volunteers of America for the construction of a new Administration Building to
be named in honor of Bob Magness.
Kim Magness and Gary Magness expressed their support for the resolution of the
disputes concerning their father's estate. "This is what Pop would have wanted.
We have a significant block of the TCI stock back, we have added significant
value to the Estate, and we can now continue to participate in our family's
legacy. Just as importantly, TCI will not be faced with a battle for control of
the company, now or in the
-more-
11
<PAGE>
future." The Magnesses also expressed their appreciation for the services of
Fisher and Ritchie as personal representatives, saying: "Notwithstanding our
differences in this litigation, we have continued to believe in the honesty and
good intentions of Donne Fisher and Dan Ritchie."
Malone also praised the deal, stating: "This settlement underscores the
commitment to TCI that is shared by all of the parties. This settlement is fair
to the Estate, to Kim and Gary Magness, to Sharon Magness and to TCI. It will
enable everyone involved to look beyond these disputes, and to focus on the
exciting future ahead at TCI."
Fisher and Ritchie said the new agreement negotiated by the Magness brothers was
good for the Estate. "Bob Magness would be very pleased to see that those
closest to him have been able to work out their differences in a way that
benefits everyone and everything he cared about - his family, his company and
his community." Fisher and Ritchie also stated: "We have been honored to carry
out the last wishes of a man as visionary as Bob Magness, and we have the utmost
confidence in the commitment, dedication, and the ability of Kim and Gary
Magness to continue to fulfill their father's wishes."
Sharon Magness also was pleased. "Now that the litigation is over, I can
continue to devote my time and energy to the charitable causes that Bob and I
worked so hard to support during his lifetime. The Volunteers of America Capital
Campaign is an excellent start toward that goal." Sharon Magness was also
effusive in her praise of Donne Fisher and Dan Ritchie as personal
representatives. "I feel they did a magnificent job under very difficult
circumstances. They are wonderful people and, I believe, everything Bob wanted
in his Personal Representatives."
# # #
12
