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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
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")
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(TITLE OF CLASS OF SECURITIES)
Series A Common Stock: 872298104
Series B Common Stock: 872298203
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(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)
December 23, 1996
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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(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).
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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
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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 919,155(1)
Beneficially Series B Common Stock 690,621(2)
Owned by Each -------------------------------------------------------------
Reporting Person 8) Shared Voting Power Series A Common Stock 0
With Series B Common Stock 0
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9) Sole Dispositive Power Series A Common Stock 919,155(1)
Series B Common Stock 690,621(2)
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10) Shared Dispositive Power
Series A Common Stock 0
Series B Common Stock 0
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11) Aggregate Amount Beneficially Owned by Each Reporting
Person
Series A Common Stock 919,155(1)
Series B Common Stock 690,621(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)
1.6% of Series A Common Stock
8.2% 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.
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ITEM 1. SECURITY AND ISSUER
The equity securities to which this Schedule 13D relates are as follows:
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 2. IDENTITY AND BACKGROUND
(a) This Schedule 13D is filed by Kim Magness. On December 23, 1996, Kim
Magness was appointed the personal representative of the Estate of Betsy
Magness (the "Betsy Magness Estate") which directly owns Company Securities.
(b) The business address of Kim Magness is c/o Tele-Communications,
Inc., 5619 DTC Parkway, Englewood, Colorado 80111.
(c) Kim Magness serves on the Board of Directors of Tele-Communications,
Inc. with a principal business address as set forth in subsection (b) of this
Item 1 above.
(d) The filing person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The filing person has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceedings 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.
(f) The filing person is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION
On December 23, 1996, Kim Magness was appointed the personal
representative of the Betsy Magness Estate. The filing person has no present
plan or proposal that relates to or would result in:
(a) the acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company; except that,
although there is no present plan or proposal to dispose of the Company
Securities, the personal representatives intend to sell or otherwise dispose
of the Company Securities (i) as may be required to pay the expenses of
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administration and other liabilities of the Betsy Magness Estate, including
the Betsy Magness Estate's tax liabilities, (ii) as may be required of the
personal representatives in fulfillment of their fiduciary duties to the
Betsy Magness Estate, and (iii) as may be required to effect the distribution
of the assets of the Betsy Magness Estate to the beneficiaries of the Betsy
Magness Estate;
(b) an extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Company or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(d) any change in the present board of directors of the Company or
management of the Company, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy
of the Company;
(f) any other material change in the Company's business or corporate
structure;
(g) changes in the Company's certificate of incorporation or bylaws or
other actions which may impede the acquisition of control of the Company by
any person;
(h) causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate number and percentage of the Company Securities
beneficially owned by the filing person are as follows:
<TABLE>
<CAPTION>
TOTAL
AMOUNT AND NATURE OF PERCENT OF VOTING
TITLE OF CLASS BENEFICIAL OWNERSHIP CLASS POWER(1) POWER(1)
<S> <C> <C> <C>
5.0%
Series A Common Stock 919,155(2)(3)(4) 1.6%
Series B Common Stock 690,621(2)(3) 8.2%
</TABLE>
(1) Based on 57,946,044 shares of Series A Common Stock and 8,466,564 shares of
Series B Common Stock, outstanding on December 31, 1996.
(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.
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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 5.0% of the voting power with respect
to a general election of directors of the Company.
(3) On December 23, 1996, Kim Magness was appointed the personal representative
of the Betsy Magness Estate. Accordingly, the following shares
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 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.
(4) Includes the exercise in full of options granted in November 1994 to
acquire 2,000 shares of Series A Common Stock. No additional options are
exercisable within the next 60 days.
(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>
CLASS OF SECURITY SOLE POWER SHARED POWER
<S> <C> <C>
Series A Common Stock 919,155 0
Series B Common Stock 690,621 0
</TABLE>
(c) The transactions described in Item 4 are the only transactions
effected during the last sixty days 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 Company Securities identified in this Item 5.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
There are presently no contracts, arrangements, understandings or
relationship between the filing person and other persons with respect to the
Series A Common Stock and Series B Common Stock beneficially owned by the filing
person.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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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
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