<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 ("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)
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
--------------------------------------------------------
(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)
December 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
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 8
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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
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 (a) / /
of a Group (See Instructions) (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 Series A TCI Group
Power Common Stock 5,940,468(1)
Series B TCI Group
Common Stock 5,910,468(2)
Series A Liberty Media
Group Common Stock 5,238,341(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 Series A TCI Group
Number of Shares Voting Power Common Stock 15,964,145(1)
Series B TCI Group
Beneficially Common Stock 15,964,145(2)
Series A Liberty Media
Owned by Each Group Common Stock 18,037,921(1)
Series B Liberty Media
Reporting Person Group Common Stock 11,454,693(2)
Series A Ventures
With Group Common Stock 12,034,298(1)
Series B Ventures
Group Common Stock 12,034,298(2)
Class B Preferred Stock 0
-------------------------------------------------------------
(9) Sole Series A TCI Group
Dispositive Common Stock 400,650(1)
Power Series B TCI Group
Common Stock 370,650(2)
Series A Liberty Media
Group Common Stock 484,356(1)
Series B Liberty Media
Group Common Stock 210,000(2)
Series A Ventures
Group Common Stock 378,700(1)
Series B Ventures
Group Common Stock 378,700(2)
Class B Preferred Stock 62,500(2)
-------------------------------------------------------------
(10) Shared Series A TCI Group
Dispositive Common Stock 21,503,963(1)
Power Series B TCI Group
Common Stock 21,503,963(2)
Series A Liberty Media
Group Common Stock 22,791,906(1)
Series B Liberty Media
Group Common Stock 13,834,522(2)
Series A Ventures
Group Common Stock 17,857,750(1)
Series B Ventures
Group Common Stock 17,857,750(2)
Class B Preferred Stock 0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
Series A TCI Group Common Stock 21,904,613(1)
Series B TCI Group Common Stock 21,874,613(2)
Series A Liberty Media Group Common Stock 23,276,262(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)
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) / /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
4.6% of Series A TCI Group Common Stock
33.9% of Series B TCI Group Common Stock
6.9% of Series A Liberty Media Group Common Stock
44.3% of Series B Liberty Media Group Common Stock
4.8% 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
- -------------------------------------------------------------------------------
(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 at the end thereof:
On December 16, 1998, the Estate of Betsy Magness distributed, pursuant
to the Last Will and Testament of Betsy Magness, its 100% membership interest
in Magness Securities, LLC ("Magness LLC") 50% to Kim Magness and 50% to Gary
Magness, as the beneficiaries entitled thereto. Magness LLC directly holds
5,539,818 shares of Series B TCI Group Common Stock, 2,374,156 shares of
Series A Liberty Media Group Common Stock, 2,379,829 shares of Series B
Liberty Media Group Common Stock and 5,823,452 shares of Series B Ventures
Group Common Stock.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Statement is hereby amended and supplemented by adding the
following at the end thereof:
Page 3 of 8
<PAGE>
On December 16, 1998, the Betsy Magness Estate distributed, pursuant to
the Last Will and Testament of Betsy Magness, a 100% membership interest in
Magness LLC, 50% to Kim Magness and 50% to Gary Magness, as the beneficiaries
entitled thereto. The Betsy Magness Estate does not hold any shares of 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 or Series B Ventures Group Common Stock as to
which there is sole or shared power to vote or dispose of shares.
Kim Magness, as the manager of Magness LLC, has sole power to vote and
shared power to dispose of the securities directly held by Magness LLC.
Pursuant to an oral agreement between Kim Magness and Gary Magness, Kim
Magness may dispose of Magness LLC's securities provided that Gary Magness
has the right to veto any proposed disposition of a material amount of the
securities directly held by Magness LLC. Therefore, Kim Magness possesses the
sole power to vote the 5,539,818 shares of Series B TCI Group Common Stock,
2,374,156 shares of Series A Liberty Media Group Common Stock, 2,379,829
shares of Series B Liberty Media Group Common Stock and 5,823,452 shares of
Series B Ventures Group Common Stock held directly by Magness LLC, and Kim
Magness, together with Gary Magness, possess shared power to direct the
disposition of the 5,539,818 shares of Series B TCI Group Common Stock,
2,374,156 shares of Series A Liberty Media Group Common Stock, 2,379,829
shares of Series B Liberty Media Group Common Stock and 5,823,452 shares of
Series B Ventures Group Common Stock held directly by Magness LLC.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(a) of the Statement hereby is 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
Title of Class Beneficial Ownership Class Voting Power
- -------------- -------------------- ----- ------------
<S> <C> <C> <C>
23.0%
Series A TCI Group Common Stock 21,904,613(2)(3)(4)(5)(7) 4.6%
Series B TCI Group Common Stock 21,874,613(2)(3)(4)(7) 33.9%
Series A Liberty Media Group Common Stock 23,276,262(2)(3)(4)(5)(6) 6.9%
Series B Liberty Media Group Common Stock 14,044,522(2)(3)(4) 44.3%
Series A Ventures Group Common Stock 18,236,450(2)(3)(4) 4.8%
Series B Ventures Group Common Stock 18,236,450(2)(3)(4) 40.2%
Class B Preferred Stock 62,500(6) 4.0%
</TABLE>
Page 4 of 8
<PAGE>
(1) Based on 476,850,798 shares of Series A TCI Group Common Stock,
64,444,857 shares of Series B TCI Group Common Stock, 335,692,477 shares
of Series A Liberty Media Group Common Stock, 31,698,559 shares of
Series B Liberty Media Group Common Stock, 377,208,392 shares of Series
A Ventures Group Common Stock, 45,317,554 shares of Series B Ventures
Group Common Stock, 1,552,490 shares of Class B Preferred Stock, 43,575
shares of TCI Group Preferred Stock, Series C, 70,575 shares of Liberty
Media Group Preferred Stock, Series C, 278,307 shares of TCI Convertible
Redeemable Participating Preferred Stock, Series F, 6,423,844 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 February 28, 1999, 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, Kim Magness may be deemed to currently
beneficially own voting equity securities representing approximately
23.0% of the voting power with respect to a general election of
directors of the Company.
(3) On December 16, 1998, the Betsy Magness Estate distributed, pursuant to
the Last Will and Testament of Betsy Magness, its 100% membership
interest in Magness LLC, 50% to Kim Magness and 50% to Gary Magness, as
the beneficiaries entitled thereto. Accordingly, as the Manager and a
holder of a 50% membership interest in the Magness LLC, the following
shares beneficially owned by the Magness LLC are reflected in full in
Kim Magness' share information: (i) 5,539,818 shares of Series A TCI
Group Common Stock, (ii) 5,539,818 shares of Series B TCI Group Common
Stock, (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.
(4) 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) 15,964,145 shares of Series A TCI Group
Common Stock, (ii) 15,964,145 shares of Series B TCI Group Common Stock,
(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.
(5) 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 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.
Page 5 of 8
<PAGE>
(6) Kim Magness is the sole trustee and current primary beneficiary of the
Kim Magness Irrevocable Trust (the "Kim Magness Trust"). Accordingly,
the following shares beneficially owned by the Kim Magness Trust are
reflected in full in Kim Magness' share information: (i) 130,499 shares
of Liberty Media Group Common Stock, and (ii) 62,500 shares of Class B
Preferred Stock.
(7) Kim Magness is the president and sole director of the Kim Magness Family
Foundation (the "Kim Magness Foundation"). Accordingly, the following
shares beneficially owned by the Kim Magness Foundation are reflected in
full in Kim Magness' share information: (i) 30,000 shares of Series A
TCI Group Common Stock, and (ii) 30,000 shares of Series B TCI Group
Common Stock. The foregoing share numbers assume the conversion in full
of the Series B TCI Group Common Stock into Series A TCI Group Common
Stock. SEE footnote 2 to this Item 5(a) for an explanation of the
convertibility of the Series B TCI Group Common Stock.
Item 5(b) of the Statement 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>
Sole Voting Shared Voting
Class of Security Power Power(1)
----------------- ---------- ------------
<S> <C> <C>
Series A TCI Group Common Stock 5,940,468 15,964,145
Series B TCI Group Common Stock 5,910,468 15,964,145
Series A Liberty Media Group Common Stock 5,238,341 18,037,921
Series B Liberty Media Group Common Stock 2,589,829 11,454,693
Series A Ventures Group Common Stock 6,202,152 12,034,298
Series B Ventures Group Common Stock 6,202,152 12,034,298
Class B Preferred Stock 62,500 0
</TABLE>
<TABLE>
<CAPTION>
Sole Shared
Dispositive Dispositive(1)(2)
Class of Security Power Power
----------------- ----------- -----------------
<S> <C> <C>
Series A TCI Group Common Stock 400,650 21,503,963
Series B TCI Group Common Stock 370,650 21,503,963
Series A Liberty Media Group Common Stock 484,356 22,791,906
Series B Liberty Media Group Common Stock 210,000 13,834,522
Series A Ventures Group Common Stock 378,700 17,857,750
Series B Ventures Group Common Stock 378,700 17,857,750
Class B Preferred Stock 62,500 0
</TABLE>
(1) As a co-personal representative of the Bob Magness Estate, Kim Magness
shares both voting and dispositive power over the shares held by the Bob
Magness Estate with its co-personal representative. Kim Magness and
Gary Magness are the co-personal representatives of the Bob Magness
Estate.
(2) Pursuant to an oral agreement with Gary Magness, Kim Magness shares
dispositive power over the shares held by Magness LLC with Gary Magness.
See Item 6 below.
Page 6 of 8
<PAGE>
ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 of the Statement is hereby amended and supplemented by adding the
following at the end thereof:
Kim Magness, as the manager of Magness LLC, has sole power to vote and
shared power to dispose of the securities directly held by Magness LLC.
Pursuant to an oral agreement between Kim Magness and Gary Magness, Kim
Magness may dispose of Magness LLC's securities provided that Gary Magness
has the right to veto any proposed disposition of a material amount of the
securities directly held by Magness LLC. Therefore, Kim Magness possesses
the sole power to vote the 5,539,818 shares of Series B TCI Group Common
Stock, 2,374,156 shares of Series A Liberty Media Group Common Stock,
2,379,829 shares of Series B Liberty Media Group Common Stock and 5,823,452
shares of Series B Ventures Group Common Stock held directly by Magness LLC,
and Kim Magness, together with Gary Magness, possess shared power to direct
the disposition of the 5,539,818 shares of Series B TCI Group Common Stock,
2,374,156 shares of Series A Liberty Media Group Common Stock, 2,379,829
shares of Series B Liberty Media Group Common Stock and 5,823,452 shares of
Series B Ventures Group Common Stock held directly by Magness LLC.
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: March 13, 1999
/s/ Kim Magness
- -----------------------------
Kim Magness
Page 8 of 8
