<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
TCI SATELLITE ENTERTAINMENT, INC.
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(NAME OF ISSUER)
1. TCI Satellite Entertainment, Inc. Series A TCI 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)
1. Series A Common Stock: 872298104
2. 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 16, 1998
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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
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)
Gary Magness
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(2) Check the Appropriate Box if a Member (a) / /
of a Group (See Instructions) (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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(7) Sole Voting Series A Common Stock 164,260(1)
Power Series B Common Stock 66,185(2)
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(8) Shared Series A Common Stock 3,206,858(1)
Number of Shares Voting Power Series B Common Stock 3,054,585(2)(3)
Beneficially
Owned by Each -------------------------------------------------------------
Reporting Person (9) Sole Series A Common Stock 164,260(1)
With Dispositive Series B Common Stock 66,185(2)
Power
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(10) Shared Series A Common Stock 4,052,012(1)
Dispositive Series B Common Stock 3,689,206(2)
Power
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
Series A Common Stock 4,216,272(1)
Series B Common Stock 3,755,391(2)
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(12) 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)
7.1% of Series A Common Stock
44.4% 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.
(3) Number was incorrectly reported on previous filing as 3,053,585.
Page 2 of 6
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ITEM 1. SECURITY AND ISSUER
Gary Magness hereby amends and supplements the statement on Schedule 13D
(the "Statement") with respect to the following shares of stock of TCI
Satellite Entertainment, Inc. beneficially owned by Gary Magness:
1. Tele-Communications, Inc. Series A Common Stock, par value $1.00 per
share ("Series A Common Stock");
2. Tele-Communications, 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, Englewood, Colorado 80112.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Statement is hereby deleted in its entirety and replaced
with 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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(a) of the Statement hereby is deleted in its entirety and replaced
with the following:
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(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>
24.0%
Series A Common Stock 4,216,272 (2)(3)(4)(5) 7.1%
Series B Common Stock 3,755,391 (2)(3)(5) 44.4%
</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. Gary Magness is entitled to vote 3,371,118 shares of
Series A Common Stock (assuming conversion of the Series B Common Stock)
and 3,120,770 shares of Series B Common Stock. Accordingly,
when these classes of stock are aggregated, Gary Magness may be deemed
to currently beneficially own voting equity securities representing
approximately 24.0% of the voting power with respect to a general
election of directors of the Company.
(3) 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 Gary Magness'
share information (i) 3,206,858 shares of Series A Common Stock, and
(ii) 3,054,585 shares of Series B Common. 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, 7,000 shares of Series A Common Stock beneficially owned by
Mr. Magness' spouse, as to which Mr. Magness disclaims any beneficial
ownership thereof. Also, includes 75 shares of Series A Common Stock
beneficially owned by Mr. Magness' daughter, as to which Mr. Magness
holds such shares as custodian and disclaims any beneficial ownership
thereof.
(5) 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 a holder of a 50%
membership interest in Magness LLC sharing with Kim Magness certain
dispositive power over Company Securities held by Magness LLC, the
following shares beneficially owned by the Magness LLC are reflected in
full in Gary 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.
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:
Page 4 of 6
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<TABLE>
<CAPTION>
Shared Voting
Class of Security Sole Voting Power Power(1)
- ----------------- ----------------- -------------
<S> <C> <C>
Series A Common Stock 164,260 3,206,858
Series B Common Stock 66,185 3,054,585
<CAPTION>
Shared Voting
Class of Security Sole Voting Power Power(1)(2)
- ----------------- ----------------- -------------
<S> <C> <C>
Series A Common Stock 164,260 4,052,012
Series B Common Stock 66,185 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 Kim Magness, Gary Magness shares
dispositive power over the securities held by Magness LLC with its
manager, Kim Magness. See Item 6 below.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Item 6 of the Statement is hereby deleted in its entirety and replaced
with the following:
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.
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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: March 13, 1999
/s/ Gary Magness
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Gary Magness
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