<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
TCI SATELLITE ENTERTAINMENT, INC.
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(NAME OF ISSUER)
1. TCI Satellite Entertainment, Inc. Series A Common Stock, par value $1.00
per share ("Series A Common Stock")
2. TCI Satellite Entertainment, Inc. Series B Common Stock, par value $1.00
per share ("Series B Common Stock")
---------------------------------
(TITLE OF CLASS OF SECURITIES)
1. Series A Common Stock: 872298104
2. Series B Common Stock: 872298203
---------------------------------
(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)
October 8, 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 ss.ss. 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 ss. 240.13d-7(b) 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 6
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CUSIP Nos.
Series A Common Stock: 872298104
Series B Common Stock: 872298203
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
Kim Magness
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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 See Item 3 below.
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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 Shares 7) Sole Voting Power Series A Common Stock 921,155(1)
Beneficially Series B Common Stock 690,621(2)
Owned by Each -------------------------------------------------------------
Reporting Person 8) Shared Voting Power Series A Common Stock 3,205,858(1)
With Series B Common Stock 3,053,585(2)
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9) Sole Dispositive Power Series A Common Stock 921,155(1)
Series B Common Stock 690,621(2)
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10) Shared Dispositive Power
Series A Common Stock 3,205,858(1)
Series B Common Stock 3,053,585(2)
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11) Aggregate Amount Beneficially Owned by Each
Reporting Person
Series A Common Stock 4,127,013(1)
Series B Common Stock 3,744,206(2)
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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)
6.6% of Series A Common Stock
44.2% of Series B Common Stock
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14) Type of Reporting Person (See Instructions) IN
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(1) Series B Common Stock is convertible at any time on a one-for-one
basis into Series A Common Stock. SEE Item 5 below. The numbers of
shares of Series A Common Stock shown in rows 7 through 11 above
assume that the shares of Series B Common Stock shown in rows 7
through 11 above have been converted into shares of Series A Common
Stock.
(2) SEE Item 5.
Page 2 of 6
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ITEM 1. SECURITY AND ISSUER
Kim Magness hereby amends and supplements the statement on Schedule 13D
(the "Statement") with respect to the following shares of stock of TCI
Entertainment, Inc. beneficially owned by Kim Magness:
1. TCI Satellite Entertainment, Inc. Series A Common Stock, par value
$1.00 per share ("Series A Common Stock"); and
2. TCI Satellite Entertainment, Inc. Series B Common Stock, par value
$1.00 per share ("Series B Common Stock").
The issuer of the Series A Common Stock and Series B Common Stock
(collectively, the "Company Securities") is TCI Satellite Entertainment, Inc.
(the "Company") whose principal executive offices are located at 8085 South
Chester, Suite 300, Englewood, Colorado 80112.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Statement is hereby amended and supplemented by adding the
following:
On October 8, 1998, the Betsy Magness Estate transferred, among other
securities, the following Company Securities (representing all the Company
Securities held by the Betsy Magness Estate) to Magness Securities, LLC (the
"Magness LLC") in exchange for a 100% membership interest in the Magness LLC:
<TABLE>
<CAPTION>
SHARES CLASS
------ -----
<S> <C>
210,534 Series A Common Stock
634,621 Series B Common Stock
</TABLE>
As the personal representative of the Betsy Magness Estate, which is the
sole member of the Magness LLC, and as manager of the Magness LLC, Kim
Magness and the Betsy Magness Estate are deemed to beneficially own such
Company Securities and maintain sole voting and dispositive power.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Statement is hereby amended and supplemented by adding the
following:
On October 8, 1998, the Betsy Magness Estate transferred, among other
securities, the following Company Securities (representing all the Company
Securities held by the Betsy Magness Estate) to the Magness LLC in exchange
for a 100% membership interest in the Magness LLC:
<TABLE>
<CAPTION>
SHARES CLASS
------ -----
<S> <C>
210,534 Series A Common Stock
634,621 Series B Common Stock
</TABLE>
As the personal representative of the Betsy Magness Estate, which is the
sole member of the Magness LLC, and as a manager of the Magness LLC, Kim
Magness and the Betsy Magness Estate are deemed to beneficially own such
Company Securities and maintain sole voting and dispositive power.
Page 3 of 6
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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 AND NATURE OF PERCENT OF TOTAL
TITLE OF CLASS BENEFICIAL OWNERSHIP CLASS POWER(1) VOTING POWER(1)
<S> <C> <C> <C>
26.3%
Series A Common Stock 4,127,013(2)(3)(4)(5) 6.6%
Series B Common Stock 3,744,206(2)(3)(4) 44.2%
</TABLE>
(1) Based on 59,280,466 shares of Series A Common Stock and 8,465,324 shares of
Series B Common Stock, outstanding on July 31, 1998.
(2) Series B Common Stock is convertible at any time on a one-for-one basis
into Series A Common Stock. The numbers of shares of Series A Common Stock
shown in this Item 5 assume that the shares of Series B Common Stock have
been fully converted into shares of Series A Common Stock.
In addition, each share of Series B Common Stock is entitled to 10 votes
per share and each share of Series A Common Stock is entitled to one vote
per share. Accordingly, when these classes of stock are aggregated, Kim
Magness may be deemed to currently beneficially own voting equity
securities representing approximately 26.3% of the voting power with
respect to a general election of directors of the Company.
(3) On October 8, 1998, the Betsy Magness Estate transferred, among other
securities, the following Company Securities (representing all the Company
Securities held by the Betsy Magness Estate) to the Magness LLC in exchange
for a 100% membership interest in the Magness LLC:
<TABLE>
<CAPTION>
SHARES CLASS
------ -----
<S> <C>
210,534 Series A Common Stock
634,621 Series B Common Stock
</TABLE>
As the personal representative of the Betsy Magness Estate, which is the
sole member of the Magness LLC, and as manager of the Magness LLC, Kim
Magness and the Betsy Magness Estate are deemed to beneficially own such
Company Securities and maintain sole voting and dispositive power.
Kim Magness is the personal representative of the Betsy Magness Estate and
the manager of the Magness LLC. Accordingly, the following shares held
directly by the Magness LLC and beneficially owned by the Betsy Magness
Estate are reflected in full in Kim Magness' share information: (i) 845,155
shares of Series A Common Stock and (ii) 634,621 shares of Series B 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) Effective January 5, 1998, Kim Magness and Gary Magness were appointed
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' share information (i) 3,205,858 shares of Series A
Common Stock, and (ii) 3,053,585 shares of Series B Common Stock. The
foregoing share numbers assume the conversion in full of the shares of
Series B Common Stock into shares of Series A Common Stock. SEE footnote 2
to this Item 5(a) for an explanation of the convertibility of the shares of
Series B Common Stock into shares of Series A Common Stock.
(5) Includes the exercise in full of options granted in November 1994 to
acquire 4,000 shares of Series A Common Stock. No additional options are
exercisable within the next 60 days.
Page 4 of 6
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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 (as a
co-executor of the Bob Magness Estate) to vote or dispose of the
shares:
<TABLE>
<CAPTION>
Class of Security Sole Power Shared Power
----------------- ---------- ------------
<S> <C> <C>
Series A Common Stock 921,155 3,205,858
Series B Common Stock 690,621 3,053,585
</TABLE>
Page 5 of 6
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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: October 8, 1998
/s/ Kim Magness
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Kim Magness
Page 6 of 6
