<PAGE>
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 A Common Stock, $1.00 par value
Series B Common Stock, $1.00 par value
--------------------------------------
(Title of Classes of Securities)
Series A Common Stock 872298104
Series B Common Stock 872298203
----------------------------------
(CUSIP Numbers)
Dr. John C. Malone
c/o Tele-Communications, Inc.
Terrace Tower II, 5619 DTC Parkway, Englewood, CO 80111, (303-267-5500)
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 15, 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: [ ].
Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of less than
five percent of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) 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).
Exhibit Index is on Page 8
<PAGE>
- ------------------------------------------------------------------
(1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons
Dr. John C. Malone
###-##-####
- ------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
- ------------------------------------------------------------------
(3) SEC Use Only
- ------------------------------------------------------------------
(4) Source of Funds
OO
- ------------------------------------------------------------------
(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.
- ------------------------------------------------------------------
Number of (7) Sole Voting Power 217,203 Shares of
Series A*
2,533,208 Shares
of Series B**
Shares Bene- ----------------------------------------------
ficially (8) Shared Voting Power 0 Shares
Owned by ----------------------------------------------
Each Report- (9) Sole Dispositive Power 217,203 Shares of
Series A*
2,533,208 Shares
of Series B**
ing Person ----------------------------------------------
With (10) Shared Dispositive Power 0 Shares
- ------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person
217,203 Shares of Series A*
2,533,208 Shares of Series B**
- ------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ] **
- ------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
Series A Common Stock <1%
Series B Common Stock 29.9%
- ------------------------------------------------------------------
(14) Type of Reporting Person
IN
_____________________________
*Including the 17,203 shares to be beneficially owned by Dr.
Malone, together with the additional 200,000 shares Dr. Malone
would acquire upon the exercise of stock options granted in
tandem with stock appreciation rights, but does not include
shares of Series A Common Stock issuable upon conversion of
shares of Series B Common Stock. (See Items 3 and 5)
**Includes 117,300 shares of Series B Common Stock to be
beneficially owned by Dr. Malone's spouse, to which Dr. Malone
disclaims any beneficial ownership thereof. (See Item 5)
2
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. __)
Statement of
DR. JOHN C. MALONE
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
TCI SATELLITE ENTERTAINMENT, INC.
(Commission File No. 0-21317)
ITEM 1. Security and Issuer
-------------------
This Statement on Schedule 13D relates to the Series A
Common Stock, par value $1.00 per share (the "Series A Stock"),
and the Series B Common Stock, par value $1.00 per share (the
"Series B Stock" and together with the Series A Stock, the
"Issuer Common Stock"), of TCI Satellite Entertainment, Inc., a
Delaware corporation (the "Issuer"). The principal executive
offices of the Issuer are located at 8085 South Chester, Suite
300, Englewood, Colorado 80112.
ITEM 2. Identity and Background
-----------------------
The reporting person is Dr. John C. Malone ("Dr.
Malone"), whose business address is Terrace Tower II, 5619 DTC
Parkway, Englewood, Colorado 80111. Dr. Malone is President and
Chief Executive Officer and Director of Tele-Communications, Inc.
("TCI"). The principal business address of TCI is Terrace Tower
II, 5619 DTC Parkway, Englewood, Colorado 80111. TCI, through
its subsidiaries and affiliates, is principally engaged in the
construction, acquisition, ownership, and operation of cable
television systems and the provision of satellite-delivered video
entertainment, information and home shopping programming services
to various video distribution media, principally cable television
systems.
During the last five years, Dr. Malone has not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), and has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, is or was
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. Dr. Malone is a citizen of the United
States of America.
ITEM 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
On November 15, 1996, the Board of Directors of TCI
declared a distribution (the "Distribution") by TCI to holders of
its TCI Common Stock (as defined below) of shares of the Series A
Stock and shares of the Series B Stock of the Issuer. The
Distribution will occur on or about December 4, 1996, and will be
made as a dividend to holders of record at the close of business
on November 12, 1996 (the "Record Date"), of shares of TCI Series
A TCI Group Common Stock, par value $1.00 per share
3
<PAGE>
(the "TCI Series A Stock"), and shares of TCI Series B TCI Group
Common Stock, par value $1.00 per share (the "TCI Series B Stock",
and together with the TCI Series A Stock, the "TCI Common Stock").
Holders of record on the Record Date will receive one share of
Series A Stock for each 10 shares of TCI Series A Stock and one
share of Series B Stock for each 10 shares of TCI Series B Stock
held by such holders on the Record Date. Both series of the
Issuer Common Stock are identical in all respects, except (i)
each share of Series B Stock has ten votes and each share of
Series A Stock has one vote on all matters to be voted upon by
holders of the Issuer Common Stock and (ii) each share of Series
B Stock is convertible, at the option of the holder, into one
share of Series A Stock. The shares of Series A Stock are not
convertible into shares of Series B Stock.
In connection with the Distribution, the TCI committee
that administers the stock option plans of TCI has made certain
adjustments to the outstanding TCI options and stock appreciation
rights in accordance with the anti-dilution provisions of the
respective stock option plans. Based on these adjustments,
immediately prior to the Distribution, each TCI option will be
divided into two separate options, such that the holder thereof
will have also an option to purchase Series A Stock exercisable
for the number of shares of Series A Stock that would have been
issued in the Distribution in respect of the shares of TCI Series
A Stock subject to said TCI options, if the TCI options had been
exercised prior to the Record Date. The same adjustment will be
made to the distribution of stock appreciation rights with
respect to shares of Series A Stock based on TCI stock
appreciation rights held as of the Record Date. Notwithstanding
the right to receive shares of Series A Stock, the above-
described adjustment to the options and stock appreciation rights
is made by TCI and not by the Issuer. As a result, TCI and the
Issuer have entered into an agreement concerning the issuance of
shares of Series A Stock upon exercise of the options and stock
appreciation rights with respect thereto.
The foregoing summary of the Distribution is qualified
in its entirety by reference to the complete terms, provisions
and conditions thereof set forth in the Information Statement
filed by TCI on September 6, 1996 (the "Information Statement"),
as part of a Registration Statement on Form 10 (0-21317), as
amended, and granted final clearance by the Securities and
Exchange Commission on November 15, 1996. The Registration
Statement and Information Statement are incorporated herein by
reference and are filed herewith as Exhibit A.
As of April 30, 1996, Dr. Malone owned 2,172,030 shares
of TCI Series A Stock, which includes 2,000,000 shares of TCI
Series A Stock subject to an option granted in tandem with stock
appreciation rights (of which 800,000 are currently exercisable).
In addition, Dr. Malone beneficially owned 25,332,083 shares of
TCI Series B Stock, which includes 1,173,000 shares of TCI Series
B Stock held by Dr. Malone's spouse, but which he disclaims any
beneficial ownership therein.
Upon the Distribution, Dr. Malone will receive 217,203
shares of Series A Stock, assuming exercise in full of stock
options granted in tandem with stock appreciation rights to
acquire 200,000 shares of Series A Stock, and 2,533,208 shares of
Series B Stock, including 117,300 shares of Series B Stock to be
received by Dr. Malone's spouse in the Distribution. Dr. Malone
will not pay any consideration in connection with the Issuer
Common Stock to be received in the Distribution. In addition,
the Distribution will not affect the number of shares of TCI
Common Stock beneficially held by Dr. Malone.
ITEM 4. Purpose of Transaction
----------------------
Except as provided in the Distribution, Dr. Malone does
not otherwise have any present plans or proposals which relate to
or would result in: (i) any acquisition by any person of
additional securities of the Issuer, or any disposition of
securities of the Issuer; (ii) any extraordinary corporate
transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries; (iii) any sale
or transfer of a material amount of assets of the Issuer or any
of its subsidiaries; (iv) any change in the present board of
directors or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill
any existing vacancies on the board; (v) any material
4
<PAGE>
change in the present capitalization or dividend policy of the
Issuer; (vi) any other material change in the Issuer's business
or corporate structure; (vii) any changes in the Issuer's charter,
by-laws, or other instruments corresponding thereto or other
actions which may impede the acquisition of control of the Issuer
by any person; (viii) any delisting from a national securities
exchange or any loss of authorization for quotation in an inter-
dealer quotation system of a registered national securities
association of a class of securities of the Issuer; (ix) any
termination of registration pursuant to section 12(g)(4) of the
Exchange Act of a class of equity securities of the Issuer; or
(x) any action similar to any of those enumerated above.
Notwithstanding the foregoing, Dr. Malone may determine
to change his investment intent with respect to the Issuer at any
time in the future. In reaching any conclusion as to his future
course of action, Dr. Malone will take into consideration various
factors, such as Dr. Malone's financial position, the Issuer's
business and prospects, other developments concerning the Issuer,
other business opportunities available to Dr. Malone, and general
economic and stock market conditions, including, but not limited
to, the market price of the Issuer Common Stock. Dr. Malone
reserves the right, depending on other relevant factors, to
acquire additional shares of the Issuer Common Stock in open
market or privately negotiated transactions, to dispose of all or
a portion of his holdings of shares of the Issuer Common Stock or
to change his intentions with respect to any or all of the
matters referred to in this Item.
ITEM 5. Interest in Securities of the Issuer
------------------------------------
(a) As described in Item 3 above, Dr. Malone will
beneficially own 217,203 shares of the Series A Stock. Of the
217,203 shares to be beneficially owned, 17,203 shares will be
owned of record and an additional 200,000 shares may be acquired
upon the exercise of stock options granted in tandem with stock
appreciation rights. In addition, Dr. Malone will beneficially
own 2,533,208 shares of the Series B Stock. Of the 2,533,208
shares to be beneficially owned, 2,415,908 shares will be owned
of record and the remaining 117,300 shares will be owned of
record by Dr. Malone's spouse, to which Dr. Malone disclaims
beneficial ownership therein.
The Issuer has informed Dr. Malone that based on the
number of shares of TCI Common Stock outstanding as of April 30,
1996, and assuming such shares remain outstanding immediately
prior to the Distribution, the Issuer will have outstanding as of
the Distribution 58,336,191 shares of Series A Stock and
8,468,163 shares of Series B Stock. Such amounts do not include
shares of Series A Stock issuable upon conversion of shares of
the Series B Stock. Based on such amounts, the 217,203 shares of
Series A Stock to be beneficially owned by Dr. Malone will
represent less than one percent of the outstanding Series A
Stock, and the 2,533,208 shares of Series B Stock to be
beneficially owned by Dr. Malone will represent 29.9% of the
outstanding Series B Stock. The percent of Series A Stock assumes
exercise in full of stock options granted in tandem with stock
appreciation rights to acquire shares of Series A Stock.
(b) Dr. Malone and, to his knowledge, his spouse each
will have the sole power to vote or to direct the voting
of their respective shares of the Issuer Common Stock that they
will own, and will have the sole power to dispose of, or to
direct the disposition of, all such shares.
(c) Except for the Issuer Common Stock received in the
Distribution, neither Dr. Malone nor, to his knowledge, his
spouse has executed transactions in the Issuer Common Stock
during the past sixty (60) days.
(d) There is no person that has the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Issuer Common Stock to be owned by
Dr. Malone or, to his knowledge, by his spouse.
(e) Not applicable.
5
<PAGE>
ITEM 6. Contracts, Arrangements, Understandings or Relationships
--------------------------------------------------------
with Respect to Securities of the Issuer
----------------------------------------
There are presently no contracts, arrangements,
understandings or relationships among Dr. Malone and other
persons with respect to the Issuer Common Stock.
ITEM 7. Material to be Filed as Exhibits
--------------------------------
(A) Information Statement on Form 10, filed by TCI on
September 6, 1996, and thereafter amended and granted final
clearance by the Securities & Exchange Commission on November 15, 1996,
under Commission File No. 0-21317,which is hereby incorporated by this
reference.
6
<PAGE>
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.
November 25, 1996 /s/ Dr. John C. Malone
-----------------------
Dr. John C. Malone
7
<PAGE>
EXHIBIT INDEX
-------------
- -----------------------------------------------------------------
EXHIBIT EXHIBIT PAGE
NUMBER
- -----------------------------------------------------------------
7(A) Information Statement on Form 10, filed by TCI
on September 6, 1996, and thereafter amended
and granted final clearance by the Securities & Exchange Commission
on November 15, 1996, under Commission File No. 0-21317, which is
hereby incorporated by this reference.
- ----------------------------------------------------------------
8
