<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
TCI SATELLITE ENTERTAINMENT, INC.
--------------------------------------------------------
(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
--------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
December 16, 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 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 6
<PAGE>
CUSIP Nos.
Series A Common Stock: 872298104
Series B Common Stock: 872298203
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
Kim Magness
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group (See Instructions) (b) /X/
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds (See Instructions) N/A. See Item 3 below.
- -------------------------------------------------------------------------------
(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.A.
- -------------------------------------------------------------------------------
(7) Sole Voting Series A Common Stock 921,154(1)
Number of Shares Power Series B Common Stock 690,621(2)
-------------------------------------------------------------
Beneficially (8) Shared Series A Common Stock 3,206,858(1)
Voting Power Series B Common Stock 3,054,585(2)(3)
Owned by Each -------------------------------------------------------------
(9) Sole Series A Common Stock 76,000(1)
Reporting Person Dispositive Series B Common Stock 56,000(2)
With Power
-------------------------------------------------------------
(10) Shared Series A Common Stock 4,052,012(1)
Dispositive Series B Common Stock 3,689,206(2)
Power
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
Series A Common Stock 4,128,012(1)
Series B Common Stock 3,745,206(2)
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) / /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
7.0% of Series A Common Stock
44.2% of Series B Common Stock
- -------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) IN
- -------------------------------------------------------------------------------
(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.
(3) Number was incorrectly reported on previous filing as 3,053,585.
Page 2 of 6
<PAGE>
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 December 16, 1998, the Estate of Betsy Magness (the "Betsy Magness
Estate") distributed, pursuant to the Last Will and Testament of Betsy
Magness, its 100% membership interest in Magness Securities, LLC ("Magness
LLC"), 50% to Kim Magness and 50% to Gary Magness, as the beneficiaries
entitled thereto. Magness LLC directly holds 210,533 shares of Series A
Common Stock and 634,621 shares of Series B Common Stock.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Statement is hereby amended and supplemented by adding the
following:
On December 16, 1998, the Betsy Magness Estate distributed, pursuant to
the Last Will and Testament of Betsy Magness, its 100% membership interest in
Magness LLC, 50% to Kim Magness and 50% to Gary Magness, as the beneficiaries
entitled thereto. The Betsy Magness Estate does not hold any shares of
Series A Common Stock or Series B Common Stock as to which there is sole or
shared power to vote or dispose of shares.
Kim Magness, as the manager of Magness LLC, has sole power to vote and
shared power to dispose of the securities directly held by Magness LLC.
Pursuant to an oral agreement between Kim Magness and Gary Magness, Kim
Magness may dispose of Magness LLC's securities provided that Gary Magness
has the right to veto any proposed disposition of a material amount of the
securities directly held by Magness LLC. Therefore, Kim Magness possesses
the sole power to vote the 210,533 shares of Series A Common Stock and
634,621 shares of Series B Common Stock held directly by Magness LLC, and Kim
Magness, together with Gary Magness, possess shared power to direct the
disposition of the 210,533 shares of Series A Common Stock and 634,621 shares
of Series B Common Stock held directly by Magness LLC.
Page 3 of 6
<PAGE>
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>
28.9%
Series A Common Stock 4,128,012(2)(3)(4)(5) 7.0%
Series B Common Stock 3,745,206(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 October 30, 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 28.9% of the voting
power with respect to a general election of directors of the Company.
(3) On December 16, 1998, the Betsy Magness Estate distributed, pursuant to
the Last Will and Testament of Betsy Magness, its 100% membership
interest in Magness LLC, 50% to Kim Magness and 50% to Gary Magness, as
the beneficiaries entitled thereto. Accordingly, as manager of and a
holder of a 50% membership interest in Magness LLC, the following shares
beneficially owned by the Magness LLC are reflected in full in Kim
Magness' share information: (i) 845,154 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 Common Stock
into Series A Common Stock. SEE footnote 2 to this Item 5(a) for an
explanation of the convertibility of Series B Common Stock into Series A
Common Stock.
(4) Kim Magness and Gary Magness are the 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) 3,206,858 shares of Series A Common Stock, and
(ii) 3,054,585 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.
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 to vote or
dispose of the shares:
Page 4 of 6
<PAGE>
<TABLE>
<CAPTION>
Shared Voting
Class of Security Sole Voting Power Power(1)
----------------- ----------------- --------------
<S> <C> <C>
Series A Common Stock 921,154 3,206,858
Series B Common Stock 690,621 3,054,585
</TABLE>
<TABLE>
<CAPTION>
Sole Dispositive Shared Dispositive
Class of Security Power Power(1)(2)
----------------- ---------------- -------------------
<S> <C> <C>
Series A Common Stock 76,000 4,052,012
Series B Common Stock 56,000 3,689,206
</TABLE>
(1) As a co-personal representative of the Bob Magness Estate, Kim Magness
shares both voting and dispositive power over the securities held by the
Bob Magness Estate with its co-personal representatives. Kim Magness
and Gary Magness are the co-personal representatives of the Bob Magness
Estate.
(2) Pursuant to an oral agreement with Gary Magness, Kim Magness shares
dispositive power over the securities held by Magness LLC with Gary
Magness. See Item 6 below.
ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 of the Statement is hereby amended and supplemented by adding the
following at the end thereof:
Kim Magness, as the manager of Magness LLC, has sole power to vote and
shared power to dispose of the securities directly held by Magness LLC.
Pursuant to an oral agreement between Kim Magness and Gary Magness, Kim
Magness may dispose of Magness LLC's securities provided that Gary Magness
has the right to veto any proposed disposition of a material amount of the
securities directly held by Magness LLC. Therefore, Kim Magness possesses
the sole power to vote the 210,533 shares of Series A Common Stock and
634,621 shares of Series B Common Stock held directly by Magness LLC, and Kim
Magness, together with Gary Magness, possess shared power to direct the
disposition of the 210,533 shares of Series A Common Stock and 634,621 shares
of Series B Common Stock held directly by Magness LLC.
Page 5 of 6
<PAGE>
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: March 13, 1999
/s/ Kim Magness
- -----------------------------
Kim Magness
Page 6 of 6
