<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
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 $0.1 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
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(CUSIP NUMBER)
Raymond L. Sutton, Jr.
Baker & Hostetler LLP
303 East 17th Avenue, Suite 1100
Denver, Colorado 80203
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
March 1, 1999
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(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 Sections 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 7
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CUSIP Nos.
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 (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
Colorado
- -------------------------------------------------------------------------------
(7) Sole Voting Series A Liberty Media
Power Group Common Stock 260,998
Class B Preferred Stock 125,000
-------------------------------------------------------------
(8) Shared Series A Liberty Media
Number of Shares Voting Power Group Common Stock 0
Class B Preferred Stock 0
Beneficially -------------------------------------------------------------
(9) Sole Series A Liberty Media
Owned by Each Dispositive Group Common Stock 260,998
Power Class B Preferred Stock 125,000
Reporting Person -------------------------------------------------------------
(10) Shared Series A Liberty Media
With Dispositive Group Common Stock 0
Power Class B Preferred Stock 0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person
Series A Liberty Media Group
Common Stock 260,998
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)
0.1% of Series A Liberty Media Group Common Stock
8.1% of Class B Preferred Stock
- -------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) 00
- -------------------------------------------------------------------------------
Page 2 of 7
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ITEM 1. SECURITY AND ISSUER
The equity securities to which this Schedule 13D relates are as
follows:
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") whose principal executive offices
are located at Terrace Tower II, 5619 DTC Parkway, Englewood, Colorado 80111.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule 13D is filed by Magness FT Investment Company LLC, a
Colorado limited liability company ("FT LLC"). The principal business of
the FT LLC is to hold the Company Securities and other securities. Kim
Magness is the manager of FT LLC, and Kim Magness and Gary Magness are the
current members of FT LLC.
(b) The business address of FT LLC is c/o Raymond L. Sutton, Jr., Baker &
Hostetler LLP, 303 East 17th Avenue, Suite 1100, Denver, Colorado 80203.
(c) The filing person has no employment or occupation.
(d) The filing person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The filing person has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceedings was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws, or finding any violation with
respect to such laws.
(f) FT LLC is a Colorado limited liability company.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On March 1, 1999, each of the Kim Magness Irrevocable Trust ("Kim Magness
Trust") and the Gary Magness Irrevocable Trust ("Gary Magness Trust")
transferred the following Company Securities (representing all the Company
Securities held by each of the Kim Magness Trust and the Gary Magness Trust),
among other consideration, to FT LLC in exchange for a 50% membership
interest in FT LLC to each of the Kim Magness Trust and the Gary Magness
Trust:
<TABLE>
<CAPTION>
SHARES CLASS
- ------ -----
<S> <C>
260,998 Series A Liberty Media Group Common Stock
125,000 Class B Preferred Stock
</TABLE>
Page 3 of 7
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ITEM 4. PURPOSE OF TRANSACTION
On March 1, 1999, each of the Kim Magness Trust and the Gary Magness
Trust transferred the following Company Securities (representing all the
Company Securities held by each of the Kim Magness Trust and the Gary Magness
Trust), among other consideration, to FT LLC in exchange for a 50% membership
interest in FT LLC to each of the Kim Magness Trust and the Gary Magness
Trust:
<TABLE>
<CAPTION>
SHARES CLASS
- ------ -----
<S> <C>
260,998 Series A Liberty Media Group Common Stock
125,000 Class B Preferred Stock
</TABLE>
The filing person has no present plan or proposal that relates to or
would result in:
(a) the acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;
(b) an extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Company or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(d) any change in the present board of directors of the Company or
management of the Company, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy
of the Company;
(f) any other material change in the Company's business or corporate
structure;
(g) changes in the Company's certificate of incorporation or bylaws or
other actions which may impede the acquisition of control of the Company by
any person;
(h) causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate number and percentage of the Company Securities
beneficially owned by the filing person are as follows:
Page 4 of 7
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<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF TOTAL
TITLE OF CLASS BENEFICIAL OWNERSHIP CLASS POWER(1) VOTING POWER(1)
- -------------- -------------------- -------------- --------------
<S> <C> <C> <C>
0.02%
Series A Liberty Media Group Common Stock 260,988(2)(3) 0.1%
Class B Preferred Stock 125,000(2)(3) 8.1%
</TABLE>
(1) Based on 476,850,798 shares of Series A TCI Group Common
Stock, 64,443,857 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 6% Cumulative
Redeemable Exchangeable Junior 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 Redeemable Convertible
TCI Group 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) Each share of Class B Preferred Stock is entitled to 10 votes per share
and each share of Series A Liberty Media Group Common Stock is entitled
to one vote per share. Holders of Class B Preferred Stock vote with the
holders of the Tele-Communications, Inc. Series A TCI Group Common
Stock, Tele-Communications, Inc. Series B TCI Group Common Stock, Series
A Liberty Media Group Common Stock, Tele-Communications, Inc. Series B
Liberty Media Group Common Stock, Tele-Communications, Inc. Series A
Ventures Group Common Stock, Tele-Communications, Inc. 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 FT LLC may be deemed to currently
beneficially own voting equity securities representing approximately
0.02% of the voting power with respect to a general election of
directors of the Company.
(3) On March 1, 1999, each of the Kim Magness Trust and the Gary Magness
Trust transferred the following Company Securities (representing all the
Company Securities held by each of the Kim Magness Trust and the Gary
Magness Trust), among other consideration, to FT LLC in exchange for a
50% membership interest in FT LLC to each of the Kim Magness Trust and
the Gary Magness Trust:
<TABLE>
<CAPTION>
SHARES CLASS
- ------ -----
<S> <C>
260,998 Series A Liberty Media Group Common Stock
125,000 Class B Preferred Stock
</TABLE>
(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 Liberty Media Group Common Stock 260,998 0
Class B Preferred Stock 125,000 0
</TABLE>
(c) The transactions described in Item 4 are the only transactions
effected during the last sixty days by the person named in
Item 5(a) above.
Page 5 of 7
<PAGE>
(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) Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Kim Magness as the manager of FT LLC, has sole power to vote and shared
power to dispose of the securities directly held by FT LLC. Pursuant to an
oral agreement between Kim Magness and Gary Magness, Kim Magness may dispose
of FT 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
FT LLC. Therefore, Kim Magness possesses the sole power to vote the 260,998
shares of Series A Liberty Media Group Common Stock and 125,000 shares of
Class B Preferred Stock held directly by FT LLC, and Kim Magness, together
with Gary Magness, possess shared power to direct the disposition of the
260,998 shares of Series A Liberty Media Group Common Stock and 125,000
shares of Class B Preferred Stock held directly by FT LLC.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
Page 6 of 7
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SIGNATURE
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
MAGNESS FT INVESTMENT COMPANY LLC
/s/ Kim Magness
- -----------------------------
By: Kim Magness, Manager
Page 7 of 7
