UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)
TCI SATELLITE ENTERTAINMENT, INC.
(Name of Issuer)
Series B Common Stock, $1.00 par value
(Title of Class of Securities)
872298203
(CUSIP Number)
Myles P. Berkman
Chairman, Chief Executive Officer and President
The Associated Group, Inc.
200 Gateway Towers
Pittsburgh, Pennsylvania 15222
(412) 281-1907
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
With a copy to:
Scott G. Bruce, Esq.
General Counsel
The Associated Group, Inc.
Three Bala Plaza East
Suite 502
Bala Cynwyd, Pennsylvania 19004
and to:
Kent A. Coit, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Beacon Street
Boston, Massachusetts 02108
December 4, 1996
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box: |_|.
SCHEDULE 13D
CUSIP No. 872298203
- --------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Associated Group, Inc.
51-0260858
- --------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
- --------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO (See Item 3)
- --------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_|
- --------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER (See Item 5)
SHARES
BENEFICIALLY --------------------------------------------------
OWNED BY 8 SHARED VOTING POWER (See Item 5)
EACH
REPORTING 707,185 Shares
PERSON --------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER (See item 5)
--------------------------------------------------
10 SHARED DISPOSITIVE POWER (See Item 5)
707,185 Shares
- --------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5)
707,185 Shares
- --------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES (See Item 5) |_|
- --------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
8.4%
- --------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC
- --------------------------------------------------------------------------
SCHEDULE 13D
CUSIP No. 872298203
- --------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Associated Investments, Inc.
25-1752998
- --------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
- --------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO (See Item 3)
- --------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
- --------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER (See Item 5)
SHARES
BENEFICIALLY --------------------------------------------------
OWNED BY 8 SHARED VOTING POWER (See Item 5)
EACH
REPORTING 707,185 Shares
PERSON --------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER (See item 5)
--------------------------------------------------
10 SHARED DISPOSITIVE POWER (See Item 5)
707,185 Shares
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5)
707,185 Shares
- --------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES (See Item 5) |_|
- --------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
8.4%
- --------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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Item 1. Security and Issuer.
This Statement on Schedule 13D (this "Statement") relates to the
Series B Common Stock, par value $1.00 per share (the "Series B Stock"), of
TCI Satellite Entertainment, Inc., a Delaware corporation (the "Issuer").
According to the Issuer's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1996 (the "Form 10-Q"), the principal offices of
the Issuer are located at 8085 South Chester, Suite 300, Englewood,
Colorado 80112.
Item 2. Identity and Background.
The Reporting Persons. This Statement is being filed by The
Associated Group, Inc., a Delaware corporation ("AGI") and Associated
Investments, Inc., a Delaware corporation and a wholly owned subsidiary of
AGI ("AII", and together with AGI, the "Reporting Persons"). The address
of the principal businesses and offices of AGI is 200 Gateway Towers,
Pittsburgh, Pennsylvania 15222. The address of the principal businesses and
offices of AII is 300 Delaware Avenue, Suite 564, Wilmington, Delaware
19801.
During the last five years, neither of the Reporting Persons has
been convicted in a criminal proceeding (excluding traffic violations or
simple misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which that
Reporting Person 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.
Directors and Executive Officers of the Reporting Persons. The
name, business address, present principal occupation or employment and
citizenship of each director and executive officer of AGI and AII are set
forth in Schedules I and II hereto, respectively.
To the best knowledge of each Reporting Person, during the last
five years, none of its directors or executive officers has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in his or her being
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.
Item 3. Source and Amount of Funds or Other Consideration.
On December 4, 1996, AII became the record holder of, and each of
the Reporting Persons became the beneficial owner of, 707,185 shares of
Series B Stock as a result of a distribution (the "Distribution") of such
shares as a dividend by Tele-Communications, Inc., a Delaware corporation
("TCI"), to holders of record at the close of business on November 12, 1996
(the "Record Date") of shares of Tele-Communications, Inc. Series B TCI
Group Common Stock, par value $1.00 per share ("TCI Series B Stock"). As of
the Record Date, AII owned of record and each of the Reporting Persons
owned beneficially 7,071,852 shares of TCI Series B Stock.
Neither AII nor AGI paid any consideration in connection with the
shares of Series B Stock received in the Distribution.
Item 4. Purpose of Transaction.
Reference is made to the discussion in Item 3 hereof for a
description of the Distribution. AII received, as a distribution on its
shares of TCI Series B Stock and Tele-Communications, Inc. Series A TCI
Group Common Stock, par value $1.00 per share (together with the TCI Series
B Stock, the "TCI Common Stock"), 707,185 shares of Series B Stock and
1,247,998 shares of Issuer Series A Common Stock, par value $1.00 per share
(together with the Series B Stock, the "Issuer Common Stock"),
respectively.
In general, AGI views the marketable equity securities owned of
record by AII (including the shares of Issuer Common Stock) as a source of
capital to finance the development and operations of its communications
technologies and other businesses and to make acquisitions of operating
companies. AGI's current policy is to dispose of a portion of its
marketable equity securities (which may include the Issuer Common Stock)
from time to time to the extent net operating loss carryforwards are
available to offset tax liabilities resulting from such dispositions and
otherwise as deemed appropriate by AGI, to fund such development and
operations and to make such acquisitions. In addition, AGI may in the
future borrow against the Issuer Common Stock beneficially owned by it for
the foregoing purposes.
Except as described in this Statement, neither AII nor AGI has any
present plans or proposals with respect to securities of the Issuer which
relate to or would result in any of the matters set forth in paragraphs (a)
through (j), inclusive, of Item 4 of Schedule 13D under the Securities
Exchange Act of 1934, as amended.
Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on December 4, 1996, following the
Distribution, each of the Reporting Persons beneficially owned 707,185
shares of Series B Stock constituting approximately 8.4% of the shares of
Series B Stock issued and outstanding as of December 4, 1996, assuming
8,466,000 shares of Series B Stock outstanding immediately following the
Distribution, as reported in the Form 10-Q. Except as set forth in this
Item 5(a), neither of the Reporting Persons nor, to the best knowledge of
each Reporting Person, any of its directors or executive officers,
beneficially owns any shares of Series B Stock.
(b) The Reporting Persons share the power to vote and direct the
vote and to dispose and direct the disposition of the 707,185 shares of
Series B Stock beneficially owned by them. However, by virtue of its
ownership of all of the outstanding capital stock of AII, AGI has the power
to cause AII to vote, and to dispose or direct the disposition of, such
shares of Series B Stock at the times and in the manner determined by AGI.
Each share of Series B Stock is convertible at any time, at the option of
the holder, into one share of Series A Stock.
(c) Except as described herein, neither of the Reporting Persons,
nor, to the best knowledge of each Reporting Person, any of its directors
or executive officers, has effected any transaction in shares of the Series
B Stock during the past 60 days.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the
Issuer.
Except as described in this Statement, neither of the Reporting
Persons nor, to the best knowledge of each Reporting Person, any of its
directors or executive officers has any contracts, arrangements,
understandings or relationships with respect to any securities of the
Issuer.
Item 7. Material to be Filed as Exhibits.
None.
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.
THE ASSOCIATED GROUP, INC.
By: /s/ David J. Berkman
David J. Berkman
Executive Vice President
ASSOCIATED INVESTMENTS, INC.
By: /s/ David J. Berkman
David J. Berkman
Executive Vice President
DATE: December 12, 1996
Schedule I
DIRECTORS AND EXECUTIVE OFFICERS OF
THE ASSOCIATED GROUP, INC.
The names, business addresses and present principal occupations or
employments of the directors and executive officers of AGI are set forth
below. If no business address is given, the director's or officer's address
is The Associated Group, Inc., 200 Gateway Towers, Pittsburgh, Pennsylvania
15222. Unless otherwise indicated, each occupation set forth opposite an
individual's name refers to AGI. All of the persons listed below are
citizens of the United States.
DIRECTORS
(INCLUDING EXECUTIVE OFFICERS WHO ARE DIRECTORS)
Present Principal
Name Occupation or Employment
David J. Berkman Executive Vice President
Myles P. Berkman Chairman, President, Chief Ex-
ecutive Officer and Treasurer
Donald H. Jones Vice-Chairman, Nets Inc.
Joseph A. Katarincic Partner, Katarincic & Salmon
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Richard I. Goldstein Vice President
Scott G. Bruce General Counsel and Secretary
Keith C. Hartman Controller and Assistant
Secretary
Schedule II
DIRECTORS AND EXECUTIVE OFFICERS OF
ASSOCIATED INVESTMENTS, INC.
The names, business addresses and present principal occupations or
employments of the directors and executive officers of AII are set forth
below. If no business address is given, the director's or officer's address
is Associated Investments, Inc., 300 Delaware Avenue, Suite 564,
Wilmington, Delaware 19801. Unless otherwise indicated, each occupation set
forth opposite an individual's name refers to AII. All of the persons
listed below are citizens of the United States.
DIRECTORS
(INCLUDING EXECUTIVE OFFICERS WHO ARE DIRECTORS)
Present Principal
Name Occupation or Employment
David J. Berkman Executive Vice President
Myles P. Berkman Chairman, President, Chief Ex-
ecutive Officer and Treasurer
Donald H. Jones Vice Chairman, Nets Inc.
Joseph A. Katarincic Partner, Katarincic & Salmon
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Richard I. Goldstein Vice President
Scott G. Bruce General Counsel and Secretary
Keith C. Hartman Controller and Assistant
Secretary
