<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 Liberty Media Group Common Stock, par
value $1.00 per share ("Series A Liberty Media Group Common Stock")
2. Class B 6% Cumulative Redeemable Exchangeable Junior Preferred Stock, par
value $.01 per share ("Class B Preferred Stock")
----------------------------------
(TITLE OF CLASS OF SECURITIES)
1. Series A Liberty Media Group Common Stock: 87924V507
2. Class B Preferred Stock: 87924V309
----------------------------------
(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)
March 9, 1999
----------------------------------
(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 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 6
<PAGE>
CUSIP Nos.
<TABLE>
<S> <C>
Series A Liberty Media Group Common Stock: 87924V507
Class B Preferred Stock: 87924V309
- ----------------------------------------------------------------------------------------------------------------------
1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)
Magness FT Investment Company 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.
- ----------------------------------------------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / /
- ----------------------------------------------------------------------------------------------------------------------
6) Citizenship or Place of Organization Colorado
- ----------------------------------------------------------------------------------------------------------------------
Number of Shares 7) Sole Voting Power Series A Liberty Media Group Common Stock 0
Class B Preferred Stock 125,000
Beneficially ----------------------------------------------------------------------------------------------------
8) Shared Voting Power Series A Liberty Media Group Common Stock 0
Owned by Each Class B Preferred Stock 0
----------------------------------------------------------------------------------------------------
Reporting Person 9) Sole Dispositive Power Series A Liberty Media Group Common Stock 0
Class B Preferred Stock 125,000
With
- ----------------------------------------------------------------------------------------------------------------------
10) Shared Dispositive Power Series A Liberty Media Group Common Stock 0
Class B Preferred Stock 0
- ----------------------------------------------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
Series A Liberty Media Group Common Stock 0
Class B Preferred Stock 125,000
- ----------------------------------------------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
- ----------------------------------------------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
0% of Series A Liberty Media Group Common Stock
8.1% of Class B Preferred Stock
- ----------------------------------------------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions) OO
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 2 of 6
<PAGE>
ITEM 1. SECURITY AND ISSUER
Kim Magness, as the manager of Magness FT Investment Company LLC ("FT
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 FT LLC:
1. Tele-Communications, Inc. Series A Liberty Media Group, Common
Stock, par value $1.00 per share ("Series A Liberty Media Group Common Stock");
and
2. Class B 6% Cumulative Redeemable Exchangeable Junior Preferred
Stock, par value $.01 per share ("Class B Preferred Stock").
The issuer of the Series A Liberty Media Group Common Stock and the
Class B Preferred Stock (collectively, the "Company Securities") is
Tele-Communications, Inc. (the "Company" or "TCI") whose principal executive
offices are located at Terrace Tower II, 5619 DTC Parkway, Englewood, Colorado
80111.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Statement is hereby amended and supplemented by adding
the following at the end thereof:
AT&T MERGER
On March 9, 1999, AT&T Corp. ("AT&T") acquired the Company in a merger
(the "AT&T Merger") in which Italy Merger Corp., a wholly-owned subsidiary of
AT&T, merged with and into TCI, and TCI thereby became a subsidiary of AT&T. As
a result of the AT&T Merger, (i) each share of TCI's Series A TCI Group Common
Stock was converted into 0.7757 of a share of AT&T Common Stock, (ii) each share
of TCI's Series B TCI Group Common was converted into 0.8533 of a share of AT&T
Common Stock, (iii) each share of Series A Liberty Media Group Common Stock was
converted into one share of a newly created class of AT&T common stock
designated as the Class A Liberty Media Group Common Stock, par value $1.00 per
share (the "AT&T Class A Liberty Media Group Common Stock"), (iv) each share of
TCI's Series B Liberty Media Group Common Stock was converted into one share of
a newly created class of AT&T common stock designated as the Class B Liberty
Media Group Common Stock, par value $1.00 per share (the "AT&T Class B Liberty
Media Group Common Stock"), (v) each share of TCI's Series A TCI Ventures Group
Common Stock was converted into 0.52 of a share of AT&T Class A Liberty Media
Group Common Stock, (vi) each share of TCI's Series B TCI Ventures Group Common
Stock was converted into 0.52 of a share of AT&T Class B Liberty Media Group
Common Stock, (vii) each share of TCI's Convertible Preferred Stock, Series
C-TCI Group was converted into 103.059502 shares of AT&T Common Stock, (viii)
each share of TCI's Convertible Preferred Stock Series C-Liberty Media Group was
converted into 56.25 shares of AT&T Class A Liberty Media Group Common Stock,
(ix) each share of TCI's Redeemable Convertible TCI Group Preferred Stock,
Series G was converted into 0.923083 shares of AT&T Common Stock and (x) each
share of TCI's Redeemable Convertible Liberty Media Group Preferred Stock,
Series H was converted into 0.590625 of a share of AT&T Class A Liberty Media
Group Common Stock.
Following the AT&T Merger, each share of Class B Preferred Stock
continues to be outstanding as the Class B Preferred Stock with the same rights
and preferences such stock had prior to the AT&T Merger.
Page 3 of 6
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 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
Beneficial Class
Title of Class Ownership Power(1)
-------------- --------- --------
<S> <C> <C>
Series A Liberty Media Group 0(2) 0%
Common Stock
Class B Preferred Stock 125,000 8.1%
</TABLE>
(1) Based on 1,552,490 shares of Class B Preferred Stock, outstanding on
February 28, 1999, after elimination of shares then held by the Company
and its majority owned subsidiaries. In addition, each share of Class B
Preferred Stock is entitled to one vote per share.
(2) On March 9, 1999, AT&T acquired the Company in the AT&T Merger in which
Italy Merger Corp., a wholly-owned subsidiary of AT&T, merged with and
into TCI, and TCI thereby became a subsidiary of AT&T. As a result of
the AT&T Merger, (i) each share of Series A TCI Group Common Stock was
converted into 0.7757 of a share of AT&T Common Stock, (ii) each share
of Series B Stock TCI Group Common Stock was converted into 0.8533 of a
share of AT&T Common Stock, (iii) each share of Series A Liberty Media
Group Common Stock was converted into one share of AT&T Class A Liberty
Media Group Common Stock, (iv) each share of Series B Liberty Media
Group Common Stock was converted into one share of AT&T Class B Liberty
Media Group Common Stock, (v) each share of Series A Ventures Group
Common Stock was converted into 0.52 of a share of AT&T Class A Liberty
Media Group Common Stock, (vi) each share of Series B Ventures Group
Common Stock was converted into 0.52 of a share of AT&T Class B Liberty
Media Group Common Stock, (vii) each share of TCI's Convertible
Preferred Stock, Series C-TCI Group was converted into 103.059502
shares of AT&T Common Stock, (viii) each share of TCI's Convertible
Preferred Stock Series C-Liberty Media Group was converted into 56.25
shares of AT&T Class A Liberty Media Group Common Stock, (ix) each
share of TCI's Redeemable Convertible TCI Group Preferred Stock, Series
G was converted into 0.923083 shares of AT&T Common Stock and (x) each
share of TCI's Redeemable Convertible Liberty Media Group Preferred
Stock, Series H was converted into 0.590625 of a share of AT&T Class A
Liberty Media Group Common Stock.
(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 Liberty Media Group Common Stock 0 0
Class B Preferred Stock 125,000 0
</TABLE>
Page 4 of 6
<PAGE>
(c) The transactions described in Item 4 are the only transactions
effected during the last sixty days or since the most recent filing on Schedule
13D by the person named in Item 5(a) above.
(d) No person is known by the filing person to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Company Securities identified in this Item 5.
(e) On March 9, 1999, the Reporting Person disposed of all shares of
Series A Liberty Media Group Common Stock beneficially owned by the Reporting
Person, and therefore the reporting person is not a beneficial owner of more
than five percent of such shares. The reporting person remains a beneficial
owner of more than five percent of the Class B Preferred Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
99.1. Agreement and Plan of Restructuring and Merger dated as of June 23,
1998 among the Company, Italy Merger Corp. and TCI incorporated by
reference to Appendix A to the AT&T/TCI Proxy Statement/Prospectus
that forms a part of the Registration Statement on From S-4 of AT&T
(File No. 333-70279), filed January 8, 1999 (the "AT&T Registration
Statement")
99.2. AT&T/TCI Proxy Statement/Prospectus, dated January 8, 1999
(incorporated by reference to the AT&T Registration Statement)
Page 5 of 6
<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: April 7, 1999
MAGNESS FT INVESTMENT COMPANY LLC
/s/ Kim Magness
- -------------------------------------------
By: Kim Magness, Manager
Page 6 of 6
<PAGE>
INDEX OF EXHIBITS
EXHIBIT DESCRIPTION.
99.1. Agreement and Plan of Restructuring and Merger dated as of June 23,
1998 among the Company, Italy Merger Corp. and TCI incorporated by
reference to Appendix A to the AT&T/TCI Proxy Statement/Prospectus
that forms a part of the Registration Statement on From S-4 of AT&T
(File No. 333-70279), filed January 8, 1999 (the "AT&T Registration
Statement")
99.2. AT&T/TCI Proxy Statement/Prospectus, dated January 8, 1999
(incorporated by reference to the AT&T Registration Statement)
Page A-1
