<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Tele-Communications, Inc.
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(NAME OF ISSUER)
Class B 6% Cumulative Redeemable Exchangeable Junior Preferred Stock,
par value $.01 per share
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(TITLE OF CLASS OF SECURITIES)
87924V309
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(CUSIP NUMBER)
Raymond L. Sutton, Jr.
Baker & Hostetler LLP
303 East 17th Avenue, Suite 1100
Denver, Colorado 80203
(303) 861-0600
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS)
February 22, 2000
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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 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 5
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CUSIP No. 87924V309
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
Magness FT Investment Company LLC
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
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3) SEC Use Only
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4) Source of Funds (See Instructions) N/A
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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6) Citizenship or Place of Organization U.S.A.
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Number of 7) Sole Voting Power 0
Shares ----------------------------------------------------------------
Beneficially 8) Shared Voting Power 0
Owned by ----------------------------------------------------------------
Each 9) Sole Dispositive Power 0
Reporting ----------------------------------------------------------------
Person With 10) Shared Dispositive Power 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person 0
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13) Percent of Class Represented by Amount in Row (11) 0%
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14) Type of Reporting Person (See Instructions) OO
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Page 2 of 5
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The reporting person, Magness FT Investment Company LLC, hereby amends (as
set forth below) the reporting person's Schedule 13D, as previously amended,
relating to securities of Tele-Communications, Inc. in order to reflect that, as
of February 22, 2000, the reporting person has ceased to be a beneficial owner
of more than 5% of the Class B Preferred Stock (as defined below), or any other
securities, of Tele-Communications, Inc.
ITEM 1. SECURITY AND ISSUER
This amendment to the statement on Schedule 13D (the "Statement") relates
to the Class B 6% Cumulative Redeemable Exchangeable Junior Preferred Stock, par
value $.01 per share ("Class B Preferred Stock"), of Tele-Communications, Inc.,
a Delaware corporation (the "Company"), whose principal executive offices are
located at 9197 South Peoria Street, Englewood, Colorado 80112.
ITEM 4. PURPOSE OF TRANSACTION
As of February 22, 2000, the Company redeemed all of the Class B Preferred
Stock in exchange for $105.88 per share. The redemption was at the option of the
Company pursuant to the terms of the Certificate of Incorporation of the
Company. This amendment to the Statement is being filed to reflect that the
reporting person ceased to be the beneficial owner of more than 5% of the Class
B Preferred Stock, or any other class of securities, of the Company as of
February 22, 2000, the date of such redemption.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate number and percentage of Class B Preferred Stock
beneficially owned by Magness FT Investment Company LLC is as follows:
<TABLE>
<CAPTION>
AMOUNT OF
BENEFICIAL OWNERSHIP PERCENT OF CLASS
-------------------- ----------------
<S> <C>
0 0%
</TABLE>
(b) The following indicates for the filing person the number of shares of
Class B Preferred Stock as to which there is:
(i) Sole power to vote: 0
(ii) Shared power to vote: 0
(iii) Sole power to dispose: 0
(iv) Shared power to dispose: 0
(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 Class B Preferred Stock identified in this Item 5.
Page 3 of 5
<PAGE>
(e) On February 22, 2000, the reporting person disposed of all shares of
Class B Preferred Stock beneficially owned by the reporting person pursuant to
the redemption described in Item 4 above, and, therefore, is not a beneficial
owner of more than five percent of any class of securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
Page 4 of 5
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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: 03/02 , 2000
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MAGNESS FT INVESTMENT COMPANY LLC
By: /s/ Signature
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Kim Magness, Manager
Page 5 of 5
