<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
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 $0.1 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
<PAGE>
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)
Gary 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 456,233(1)
Series B TCI Group
Common Stock 439,270(2)
Series A Liberty Media
Group Common Stock 537,273(1)
Series B Liberty Media
Group Common Stock 248,697(2)
Series A Ventures
Group Common Stock 472,262(1)
Series B Ventures
Group Common Stock 229,634(2)
Class B Preferred Stock 64,598(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 456,233(1)
Power Series B TCI Group
Common Stock 439,270(2)
Series A Liberty Media
Group Common Stock 537,273(1)
Series B Liberty Media
Group Common Stock 248,697(2)
Series A Ventures
Group Common Stock 472,262(1)
Series B Ventures
Group Common Stock 229,634(2)
Class B Preferred Stock 64,598(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 17,875,750(2)
Class B Preferred Stock 0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
Series A TCI Group Common Stock 21,960,196(1)
Series B TCI Group Common Stock 21,943,233(2)
Series A Liberty Media Group Common Stock 23,329,179(1)
Series B Liberty Media Group Common Stock 14,083,219(2)
Series A Ventures Group Common Stock 18,330,012(1)
Series B Ventures Group Common Stock 18,087,384(2)
Class B Preferred Stock 64,598(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
34.1% of Series B TCI Group Common Stock
6.9% of Series A Liberty Media Group Common Stock
44.4% of Series B Liberty Media Group Common Stock
4.9% of Series A Ventures Group Common Stock
39.9% of Series B Ventures Group Common Stock
4.2% 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
Gary 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 Gary 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 (the "Betsy Magness
Estate") 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, its 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 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 BENEFICIAL PERCENT OF TOTAL
TITLE OF CLASS OWNERSHIP CLASS(1) VOTING POWER(1)
- -------------- -------------------- ---------- --------------
<S> <C> <C> <C>
17.2%
Series A TCI Group Common Stock 21,960,196(2)(3)(4)(5)(6)(7) 4.6%
Series B TCI Group Common Stock 21,943,233(2)(3)(4)(5)(6)(7) 34.1%
Series A Liberty Media Group Common Stock 23,329,179(2)(3)(4)(5)(6)(8) 6.9%
Series B Liberty Media Group Common Stock 14,083,219(2)(3)(4)(6) 44.4%
Series A Ventures Group Common Stock 18,330,012(2)(3)(4)(5) 4.9%
</TABLE>
Page 4 of 8
<PAGE>
<TABLE>
<S> <C> <C>
Series B Ventures Group Common Stock 18,087,384(2)(3)(4)(5) 39.9%
Class B Preferred Stock 64,598(8) 4.2%
</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 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. Gary Magness is entitled to vote
16,420,378 shares of Series A TCI Group Common Stock, 16,403,415 shares
of Series B TCI Group Common Stock, 18,575,194 shares of Series A
Liberty Media Group Common Stock, 11,703,390 shares of Series B Liberty
Media Group Common Stock, 12,506,560 shares of Series A Venturers Group
Common Stock, 12,263,932 shares of Series B Venturers Group Common Stock
and 64,598 shares of Class B Preferred Stock (assuming conversion of the
Series B Shares into Series A Shares). Accordingly, when these series
and classes of stock are aggregated, Gary Magness may be deemed to
currently beneficially own voting equity securities representing
approximately 17.2% of the voting power with respect to a general
election of directors of the Company.
(3) 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.
(4) 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 a holder of a 50%
membership interest in Magness LLC sharing with Kim Magness certain
dispositive power over Company Securities held by Magness LLC, the
following shares beneficially owned by the Magness LLC are reflected in
full in Gary Magness' share information: (i) 5,539,818 shares of Series
A TCI Group Common Stock, (ii) 5,539,818
Page 5 of 8
<PAGE>
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.
(5) Includes, as applicable, 7,953 shares of Series A TCI Group Common
Stock, 102 shares of Series B TCI Group Common Stock, 12,800 shares of
Series A Liberty Media Group Common Stock, 17,402 shares of Series A
Ventures Group Common Stock, and 5,796 shares of Series B Ventures Group
Common Stock beneficially owned by Mr. Magness' spouse, as to which Mr.
Magness disclaims any beneficial ownership thereof. 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.
(6) Includes, as applicable, 3,850 shares of Series A TCI Group Common
Stock, 1,100 shares of Series B TCI Group Common Stock, 920 shares of
Series A Liberty Media Group Common Stock and 500 shares of Series B
Liberty Media Group Common Stock beneficially owned by Mr. Magness'
daughter, as to which Mr. Magness holds such shares as custodian and
disclaims any beneficial ownership thereof. The foregoing share numbers
assume the conversion in fully 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.
(7) Gary Magness is the president and sole director of the Gary Magness
Family Foundation (the "Gary Magness Foundation"). Accordingly, the
following shares beneficially owned by the Gary Magness Foundation are
reflected in full in Gary 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.
(8) Gary Magness is the sole trustee and current primary beneficiary of the
Gary Magness Irrevocable Trust (the "Gary Magness Trust"). Accordingly,
the following shares beneficially owned by the Gary Magness Trust are
reflected in full in Gary Magness' share information: (i) 130,499
shares of Liberty Media Group Common Stock, and (ii) 62,500 shares of
Class B Preferred 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 456,233 15,964,145
Series B TCI Group Common Stock 439,270 15,964,145
Series A Liberty Media Group Common Stock 537,273 18,037,921
Series B Liberty Media Group Common Stock 248,697 11,454,693
Series A Ventures Group Common Stock 472,262 12,034,298
Series B Ventures Group Common Stock 229,634 12,034,298
Class B Preferred Stock 64,598 0
</TABLE>
Page 6 of 8
<PAGE>
<TABLE>
<CAPTION>
Sole Shared
Dispositive Dispositive
Class of Security Power Power(1)(2)
----------------- ----------- -----------------
<S> <C> <C>
Series A TCI Group Common Stock 456,233 21,503,963
Series B TCI Group Common Stock 439,270 21,503,963
Series A Liberty Media Group Common Stock 537,273 22,791,906
Series B Liberty Media Group Common Stock 248,697 13,834,522
Series A Ventures Group Common Stock 472,262 17,857,750
Series B Ventures Group Common Stock 229,634 17,857,750
Class B Preferred Stock 64,598 0
</TABLE>
(1) As a co-personal representative of the Bob Magness Estate, Gary Magness
shares both voting and dispositive power over the securities held by the
Bob Magness Estate with its co-personal representatives. Kim Magness
and Gary Magness are the co-personal representatives of the Bob Magness
Estate.
(2) Pursuant to an oral agreement with Kim Magness, Gary Magness shares
dispositive power over the securities held by Magness LLC with Kim
Magness. See Item 6 below.
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/ Gary Magness
- -----------------------------
Gary Magness
Page 8 of 8
